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 May 1, 2005
-----------------------------------------
Asset-Backed Pass-Through Certificates
Series 2005-HE1
TABLE OF CONTENTS
-----------------
SECTION
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms..............................................................................
SECTION 1.02 Allocation of Certain Interest Shortfalls..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans...............................................................
SECTION 2.02 Acceptance of the Trust Fund by the Trustee................................................
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Seller or
the Depositor..............................................................................
SECTION 2.04 Reserved...................................................................................
SECTION 2.05 Representations, Warranties and Covenants of the Master
Servicer...................................................................................
SECTION 2.06 Issuance of the Certificates...............................................................
SECTION 2.07 Conveyance of the REMIC Regular Interests; Acceptance of the
Trust REMICs by the Trustee................................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 Master Servicer to Act as Master Servicer..................................................
SECTION 3.02 Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers..............................................................................
SECTION 3.03 Successor Sub-Servicers....................................................................
SECTION 3.04 Liability of the Master Servicer...........................................................
SECTION 3.05 No Contractual Relationship Between Sub-Servicers and Trustee,
Trust Administrator or Certificateholders..................................................
SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by
Trustee....................................................................................
SECTION 3.07 Collection of Certain Mortgage Loan Payments...............................................
SECTION 3.08 Sub-Servicing Accounts.....................................................................
SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing
Accounts...................................................................................
SECTION 3.10 Collection Account and Distribution Account................................................
SECTION 3.11 Withdrawals from the Collection Account and Distribution
Account....................................................................................
SECTION 3.12 Investment of Funds in the Collection Account and the
Distribution Account.......................................................................
SECTION 3.13 [Reserved].................................................................................
SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage..........................................................................
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements..................................
SECTION 3.16 Realization Upon Defaulted Mortgage Loans..................................................
SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files............................................
SECTION 3.18 Servicing Compensation.....................................................................
SECTION 3.19 Reports to the Trust Administrator; Collection Account
Statements.................................................................................
SECTION 3.20 Statement as to Compliance.................................................................
SECTION 3.21 Independent Public Accountants' Servicing Report...........................................
SECTION 3.22 Access to Certain Documentation............................................................
SECTION 3.23 Title, Management and Disposition of REO Property..........................................
SECTION 3.24 Obligations of the Master Servicer in Respect of Prepayment
Interest Shortfalls........................................................................
SECTION 3.25 Obligations of the Master Servicer in Respect of Monthly
Payments...................................................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions..............................................................................
SECTION 4.02 Statements to Certificateholders...........................................................
SECTION 4.03 Remittance Reports; P&I Advances...........................................................
SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses and Realized
Losses.....................................................................................
SECTION 4.05 Compliance with Withholding Requirements...................................................
SECTION 4.06 Net WAC Rate Carryover Reserve Account.....................................................
SECTION 4.07 Commission Reporting.......................................................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates...........................................................................
SECTION 5.02 Registration of Transfer and Exchange of Certificates......................................
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..........................................
SECTION 5.04 Persons Deemed Owners......................................................................
SECTION 5.05 Certain Available Information..............................................................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01 Liability of the Depositor and the Master Servicer.........................................
SECTION 6.02 Merger or Consolidation of the Depositor or the Master Servicer............................
SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer
and Others.................................................................................
SECTION 6.04 Limitation on Resignation of the Master Servicer...........................................
SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer..................................
SECTION 6.06 Duties of the Credit Risk Manager..........................................................
SECTION 6.07 Limitation Upon Liability of the Credit Risk Manager.......................................
SECTION 6.08 Removal of the Credit Risk Manager.........................................................
ARTICLE VII
DEFAULT
SECTION 7.01 Master Servicer Events of Default..........................................................
SECTION 7.02 Trustee to Act; Appointment of Successor...................................................
SECTION 7.03 Notification to Certificateholders.........................................................
SECTION 7.04 Waiver of Master Servicer Events of Default................................................
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE
AUTHENTICATING AGENT
SECTION 8.01 Duties of Trustee, Trust Administrator and Others..........................................
SECTION 8.02 Certain Matters Affecting the Trustee, the Trust Administrator
and Others.................................................................................
SECTION 8.03 Trustee, Trust Administrator and Others not Liable for
Certificates or Mortgage Loans.............................................................
SECTION 8.04 Trustee, Trust Administrator and Others May Own Certificates...............................
SECTION 8.05 Trustee's, Trust Administrator's, Paying Agent's,
Authenticating Agent's, Certificate Registrar's and Custodians'
Fees and Expenses..........................................................................
SECTION 8.06 Eligibility Requirements for Trustee and Trust Administrator...............................
SECTION 8.07 Resignation and Removal of the Trustee and the Trust
Administrator..............................................................................
SECTION 8.08 Successor Trustee or Trust Administrator...................................................
SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator..................................
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee..............................................
SECTION 8.11 [intentionally omitted]....................................................................
SECTION 8.12 Appointment of Office or Agency............................................................
SECTION 8.13 Representations and Warranties.............................................................
SECTION 8.14 Appointment and Removal of Paying Agent, Authenticating Agent
and Certificate Registrar..................................................................
SECTION 8.15 No Trustee Liability for Actions or Inactions of Custodians................................
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of the Mortgage
Loans......................................................................................
SECTION 9.02 Additional Termination Requirements........................................................
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC Administration.......................................................................
SECTION 10.02 Prohibited Transactions and Activities.....................................................
SECTION 10.03 Master Servicer and Trust Administrator Indemnification....................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment..................................................................................
SECTION 11.02 Recordation of Agreement; Counterparts.....................................................
SECTION 11.03 Limitation on Rights of Certificateholders.................................................
SECTION 11.04 Governing Law..............................................................................
SECTION 11.05 Notices....................................................................................
SECTION 11.06 Severability of Provisions.................................................................
SECTION 11.07 Notice to Rating Agencies..................................................................
SECTION 11.08 Article and Section References.............................................................
SECTION 11.09 Grant of Security Interest.................................................................
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Mezzanine Certificate
Exhibit A-3 Form of Class CE Certificate
Exhibit A-4 Form of Class P Certificate
Exhibit A-5 Form of Class R Certificate
Exhibit B [Reserved]
Exhibit C [Reserved]
Exhibit D Form of Assignment Agreements
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representation Letter and Form of Transferee Representation Letter in
Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with
Transfer of Residual Certificates
Exhibit G Form of Certification with respect to ERISA and the Code
Exhibit H Form of Master Servicer Certification
Exhibit I Form of Cap Contracts
Schedule 1 Mortgage Loan Schedule
Schedule 2 Prepayment Charge Schedule
This Pooling and Servicing Agreement, is dated and effective
as of May 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 Mortgage Loans and certain
other related assets (other than any Servicer Prepayment Charge Payment Amounts,
the Net WAC Rate Carryover Reserve Account and the Cap Contracts) subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC I." The Class R-I Interest will be
the sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth the
designation, the REMIC I Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC I Regular Interests
(as defined herein). None of the REMIC I Regular Interests will be certificated.
REMIC I Initials Latest Possible
Designation Remittance Rate Uncertificated Balance Maturity Date(1)
----------- --------------- ---------------------- ----------------
I-LTAA (2) $ 401,397,409.14 April 25, 2035
I-LTA1A (2) $ 781,820.00 ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇-▇▇▇▇▇ (2) $ 86,867.50 April 25, 2035
I-LTA2A (2) $ 649,647.50 April 25, 2035
I-LTA3A (2) $ 777,685.00 ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇-▇▇▇▇▇ (2) $ 349,365.00 April 25, 2035
I-LTA3C (2) $ 302,980.00 ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇-▇▇▇▇▇ (2) $ 227,997.50 April 25, 2035
I-LTM1 (2) $ 212,985.00 April 25, 2035
I-LTM2 (2) $ 114,685.00 April 25, 2035
I-LTM3 (2) $ 225,270.00 April 25, 2035
I-LTM4 (2) $ 63,490.00 April 25, 2035
I-LTM5 (2) $ 59,390.00 April 25, 2035
I-LTM6 (2) $ 47,100.00 April 25, 2035
I-LTM7 (2) $ 38,910.00 April 25, 2035
I-LTM8 (2) $ 36,865.00 April 25, 2035
I-LTM9 (2) $ 43,010.00 April 25, 2035
I-LTZZ (2) $ 4,173,716.36 ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇-▇▇▇ (2) $ 100.00 April 25, 2035
I-LT1SUB (2) $ 4,840.94 April 25, 2035
I-LT1GRP (2) $ 22,214.70 April 25, 2035
I-LT2SUB (2) $ 3,831.74 April 25, 2035
I-LT2GRP (2) $ 16,824.69 April 25, 2035
I-LT3SUB (2) $ 9,717.91 April 25, 2035
I-LT3GRP (2) $ 42,878.46 April 25, 2035
I-LTXX (2) $ 409,488,884.57 April 25, 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
Mortgage Loan with the latest maturity date has been designated as the
"latest possible maturity date" for each REMIC I Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I Remittance Rate"
herein.
REMIC II
--------
As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." The Class R-II Interest will evidence the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.
Initial Aggregate
Certificate Principal Latest Possible
Designation Pass-Through Rate Balance Maturity Date(1)
----------- ----------------- ------- ----------------
Class A-1A Variable(2) $ 156,364,000.00 April 25, 2035
Class A-1B Variable(2) $ 17,373,500.00 April 25, 2035
Class A-2A Variable(2) $ 129,929,500.00 April 25, 2035
Class A-3A Variable(2) $ 155,537,000.00 April 25, 2035
Class A-3B Variable(2) $ 69,873,000.00 April 25, 2035
Class A-3C Variable(2) $ 60,596,000.00 April 25, 2035
Class A-3D Variable(2) $ 45,599,500.00 April 25, 2035
Class M-1 Variable(2) $ 42,597,000.00 April 25, 2035
Class M-2 Variable(2) $ 22,937,000.00 April 25, 2035
Class M-3 Variable(2) $ 45,054,000.00 April 25, 2035
Class M-4 Variable(2) $ 12,698,000.00 April 25, 2035
Class M-5 Variable(2) $ 11,878,000.00 April 25, 2035
Class M-6 Variable(2) $ 9,420,000.00 April 25, 2035
Class M-7 Variable(2) $ 7,782,000.00 April 25, 2035
Class M-8 Variable(2) $ 7,373,000.00 April 25, 2035
Class M-9 Variable(2) $ 8,602,000.00 April 25, 2035
Class CE Variable(3) $ 15,564,886.01 April 25, 2035
Class P N/A(4) $ 100.00 April 25, 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
Mortgage Loans 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 CE Certificates will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class CE Certificates
outstanding from time to time which shall equal the aggregate
Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I
Regular Interest I-LTP). The Class CE Certificates will not accrue interest
on their Certificate Principal Balance.
(4) The Class P Certificates will not accrue interest.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent,
the Authenticating Agent, the Certificate Registrar and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to adjustment.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage Rate of such
Mortgage Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan Schedule.
"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": 0.01% 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.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, (x) the sum of (i)
any Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date minus (y) the
amount of the increase in the Certificate Principal Balance of such Class due to
the receipt of Subsequent Recoveries as provided in Section 4.01.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Assignment Agreement": Each of the agreements among the
Depositor, the Seller and the related Originator 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.
"Available Distribution Amount": With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of (a) the
aggregate of the Monthly Payments due during the Due Period relating to such
Distribution Date and received by the Master Servicer (or by a Sub-Servicer on
its behalf) on or prior to the related Determination Date, after deduction of
the Servicing Fee, the Administration Fee and the Credit Risk Manager Fee for
such Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled payments of principal and interest
in respect of the Mortgage Loans or REO Properties received by the Master
Servicer during the related Prepayment Period (exclusive of any prepayment
charges, penalties or premiums and, in the case of HomEq, any Prepayment
Interest Excess), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payments paid by the
Master Servicer in respect of Prepayment Interest Shortfalls relating to
Principal Prepayments that occurred during the related Prepayment Period, (d)
the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date and (e) Prepayment Charges received and Servicer Prepayment
Charge Payment Amounts paid in respect of Mortgage Loans with respect to which a
Principal Prepayment occurred during the related Prepayment Period and any
amounts received from the Seller as contemplated in Section 2.03(b) in respect
of any Principal Prepayment that occurred during or prior to the related
Prepayment Period over (ii) the sum of (a) amounts reimbursable to the Master
Servicer, the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar, the Authenticating Agent 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.
"Authenticating Agent": Citibank, or its successor in
interest, or any successor authenticating agent appointed as herein provided.
"Balloon Mortgage Loan": A fixed-rate Mortgage Loan that
provides for the payment of the unamortized Stated Principal Balance of such
Mortgage Loan in a single payment at the maturity of such fixed-rate Mortgage
Loan that is substantially greater than the preceding monthly payment.
"Balloon Payment": A payment of the unamortized Stated
Principal Balance of a fixed-rate Mortgage Loan in a single payment at the
maturity of such fixed-rate Mortgage Loan that is substantially greater than the
preceding Monthly Payment.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Class A Certificates and the Mezzanine Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of New York,
the State of Texas, the State of Missouri, the State of Iowa, the State of
Maryland, the State of California, 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.
"Cap Contracts": Collectively, the Group I Cap Contract, the
Group II Cap Contract, the Group III Cap Contract and the Mezzanine Cap
Contract.
"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., Asset-Backed Pass-Through Certificates, Series 2005-HE1, issued under this
Agreement.
"Certificate Factor": With respect to any Class of
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate Certificate
Principal Balance (or the Notional Amount, in the case of the Class CE
Certificates) of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and allocations of Realized
Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate
Principal Balance (or the Notional Amount, in the case of the Class CE
Certificates) of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate Certificate
Principal Balance (or the Notional Amount, in the case of the Class CE
Certificates) of such Class of Certificates as of the Closing Date.
"Certificate Margin": With respect to the Floating Rate
Certificates and for purposes of the Marker Rate and the Maximum I-LTZZ
Uncertificated Interest Deferral Amount, the specified REMIC I Regular Interest
as follows:
Class REMIC I Regular Interest Certificate Margin
----- ------------------------ ------------------
(1) (%) (2) (%)
------- -------
A-1A I-LTA1A 0.230 0.460
▇-▇▇ ▇-▇▇▇▇▇ ▇.▇▇▇ ▇.▇▇▇
▇-▇▇ ▇-▇▇▇▇▇ 0.230 0.460
A-3A I-LTA3A 0.090 0.180
▇-▇▇ ▇-▇▇▇▇▇ ▇.▇▇▇ ▇.▇▇▇
▇-▇▇ ▇-▇▇▇▇▇ 0.220 0.440
A-3D I-LTA3D 0.330 0.660
M-1 I-LTM1 0.430 0.645
M-2 I-LTM2 0.440 0.660
M-3 I-LTM3 0.650 0.975
M-4 I-LTM4 0.690 1.035
M-5 I-LTM5 1.250 1.875
M-6 I-LTM6 1.350 2.025
M-7 I-LTM7 1.750 2.625
M-8 I-LTM8 2.000 3.000
M-9 I-LTM9 2.100 3.150
----------------
(1) For each Interest Accrual Period for each Distribution Date on or prior
to the Optional Termination Date.
(2) For each other Interest Accrual Period.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or 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 each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, minus all distributions allocable to
principal made thereon and, in the case of the Mezzanine Certificates, Realized
Losses allocated thereto on such immediately prior Distribution Date (or, in the
case of any date of determination up to and including the first Distribution
Date, the initial Certificate Principal Balance of such Certificate, as stated
on the face thereof). With respect to the Class CE Certificates as of any date
of determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates then outstanding.
"Certificate Register": The register maintained pursuant to
Section 5.02.
"Certificate Registrar": Citibank, or its successor in
interest, or any successor certificate registrar appointed as herein provided.
"Citibank": Citibank, N.A.
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class A-1A Certificates": Any one of the Class A-1A
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 II for purposes of the REMIC
Provisions.
"Class A-1B Certificates": Any one of the Class A-1B
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 II for purposes of the REMIC
Provisions.
"Class A-2A Certificates": Any one of the Class A-2A
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 II for purposes of the REMIC
Provisions.
"Class A-3A Certificates": Any one of the Class A-3A
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 II for purposes of the REMIC
Provisions.
"Class A-3B Certificates": Any one of the Class A-3B
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 II for purposes of the REMIC
Provisions.
"Class A-3C Certificates": Any one of the Class A-3C
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 II for purposes of the REMIC
Provisions.
"Class A-3D Certificates": Any one of the Class A-3D
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 II for purposes of the REMIC
Provisions.
"Class A Certificates": Collectively, the Class A-1A
Certificates, the Class A-1B Certificates, the Class A-2A Certificates, the
Class A-3A Certificates, the Class A-3B Certificates, the Class A-3C
Certificates and the Class A-3D Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Group I Senior
Principal Distribution Amount; (ii) the Group II Senior Principal Distribution
Amount and (iii) the Group III Senior Principal Distribution Amount.
"Class CE Certificate": Any one of the Class CE 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 II for purposes of the REMIC
Provisions.
"Class M-1 Certificate": Any one of the Class M-1 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 II for purposes of the REMIC
Provisions.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 65.50% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,095,892.43.
"Class M-2 Certificate": Any one of the Class M-2 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 II for purposes of the REMIC
Provisions.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
71.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,095,892.43.
"Class M-3 Certificate": Any one of the Class M-3 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 II for purposes of the REMIC
Provisions.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 82.10% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,095,892.43.
"Class M-4 Certificate": Any one of the Class M-4 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 II for purposes of the REMIC
Provisions.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) approximately 85.20% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,095,892.43.
"Class M-5 Certificate": Any one of the Class M-5 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 II for purposes of the REMIC
Provisions.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
88.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,095,892.43.
"Class M-6 Certificate": Any one of the Class M-6 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 II for purposes of the REMIC
Provisions.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distributions of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
90.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,095,892.43.
"Class M-7 Certificate": Any one of the Class M-7 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 II for purposes of the REMIC
Provisions.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
92.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,095,892.43.
"Class M-8 Certificate": Any one of the Class M-8 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 II for purposes of the REMIC
Provisions.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
94.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,095,892.43.
"Class M-9 Certificate": Any one of the Class M-9 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 II for purposes of the REMIC
Provisions.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) approximately 96.20% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,095,892.43.
"Class P Certificate": Any one of the Class P 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 II for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R 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 the ownership of the Class R-I Interest and the Class R-II
Interest.
"Class R-I Interest": The uncertificated Residual Interest in
REMIC I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC II.
"Closing Date": May 10, 2005.
"Code": The Internal Revenue Code of 1986, as amended.
"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 CitiMortgage, Inc., as
Trust Administrator, in trust for the registered holders of Citigroup Mortgage
Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE1." The
Collection Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": With respect to any
Distribution Date and the Countrywide Mortgage Loans for which a Principal
Prepayment in full or in part was received during the related Prepayment Period,
an amount equal to the lesser of (a) one-twelfth of the product of (i) 0.25% and
(ii) the Stated Principal Balance of such Mortgage Loans or (b) the aggregate
Servicing Fee actually received for such month for the Mortgage Loans. With
respect to any Distribution Date and any HomEq Mortgage Loan that was subject to
a voluntary Principal Prepayment in full during the portion of the related
Prepayment Period occurring between and including the first day of such
Prepayment Period and the last day of the calendar month preceding the month in
which the Distribution Date occurs, an amount equal to the lesser of (i) the
product of (a) the Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c)
1/360 and (d) the number of days commencing on the date on which such Principal
Prepayment was applied and ending on the last day of the calendar month
preceding such Distribution Date and (ii) the sum of the Servicing Fee payable
to the Servicer and the Prepayment Interest Excess, in each case with respect to
such Distribution Date.
"Countrywide Mortgage Loans": The Mortgage Loans serviced by
Countrywide Servicing LP.
"Corresponding Certificate": With respect to each REMIC I
Regular Interest, the Class of Regular Certificates listed below:
REMIC I Regular Interest Class
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▇-▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇
▇-▇▇▇▇▇ Class A-2A
I-LTA3A Class A-3A
I-LTA3B Class ▇-▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇
▇-▇▇▇▇▇ Class A-3D
I-LTM1 Class M-1
I-LTM2 Class M-2
I-LTM3 Class M-3
I-LTM4 Class M-4
I-LTM5 Class M-5
I-LTM6 Class M-6
I-LTM7 Class M-7
I-LTM8 Class M-8
I-LTM9 Class M-9
I-LTP Class P
"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, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.
"Credit Risk Manager": The Murrayhill Company, a Colorado
corporation, and its successors and assigns.
"Credit Risk Management Agreement": The respective agreements,
each dated as of the Closing Date, between the Credit Risk Manager and the
Initial Sub-Servicers and/or Master Servicer, regarding the loss mitigation and
advisory services to be provided by the Credit Risk Manager.
"Credit Risk Manager Fee": With respect to any Distribution
Date, an amount equal to the Credit Risk Manager Fee Rate accrued for one month
on the aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of the related Due Period.
"Credit Risk Manager Fee Rate": 0.015% per annum.
"Custodian": A document custodian appointed by the Trustee to
perform (or in the case of the initial Custodian otherwise engaged to perform)
custodial duties with respect to the Mortgage Files. The initial Custodian is
Citibank West, FSB. A Custodian may be the Trustee, any Affiliate of the Trustee
or an independent entity.
"Custodial Agreement": An agreement pursuant to which a
Custodian performs custodial duties with respect to the Mortgage Files. With
respect to the 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,
May 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.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding Stated Principal Balance of the
Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.
"Delinquency Percentage": As of the last day of the related
Due Period, the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of the Mortgage Loans that, as of the
last day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or in bankruptcy (and
delinquent 60 days or more), and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties as of the last
day of the previous calendar month.
"Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has, or is a subsidiary of a holding company that
has, an outstanding unsecured commercial paper or other short-term unsecured
debt obligations that are rated in the highest rating category (P-1 by ▇▇▇▇▇'▇,
F-1 by Fitch (if rated by Fitch) and A-1 by S&P) by the Rating Agencies (or a
comparable rating if S&P, ▇▇▇▇▇'▇ and Fitch are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to each Distribution Date,
the 18th day of the calendar month in which such Distribution Date occurs or, if
such 18th day is not a Business Day, the Business Day immediately following such
18th day; provided, however, that 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 ▇▇▇▇▇▇▇ Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" within the meaning of Section 775 of the Code and (vi) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Residual Certificate by such Person
may cause any REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be
entitled "Citibank, N.A., as Paying Agent, in trust for the registered holders
of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass- Through Certificates,
Series 2005-HE1." 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 June 2005.
"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 Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.
"Expense Adjusted Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property) as of any date of determination, a
per annum rate of interest equal to the then applicable Maximum Mortgage Rate
(or Mortgage Rate, in the case of any fixed-rate Mortgage Loan) for such
Mortgage Loan minus the sum of the (i) the applicable Servicing Fee Rate, (ii)
the Administration Fee Rate and (iii) the Credit Risk Manager Fee Rate.
"Expense Adjusted Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property) as of any date of determination, a per annum
rate of interest equal to the then applicable Mortgage Rate for such Mortgage
Loan minus the sum of the (i) the applicable Servicing Fee Rate, (ii) the
Administration Fee Rate and (iii) the Credit Risk Manager Fee Rate.
"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.
"▇▇▇▇▇▇ ▇▇▇": ▇▇▇▇▇▇ ▇▇▇, formerly known as the Federal
National Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03 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.
"Floating Rate Certificates": The Class A Certificates and the
Mezzanine Certificates.
"Formula Rate": With respect to any Distribution Date and each
Class of Floating Rate Certificates, the lesser of (i) One-Month LIBOR plus the
related Certificate Margin and (ii) the related Maximum Cap Rate.
"▇▇▇▇▇▇▇ Mac": ▇▇▇▇▇▇▇ Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate
Mortgage Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group I Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Group I Certificates in the form attached hereto as Exhibit I.
"Group I Certificates": The Class A-1A and Class A-1B
Certificates.
"Group I Interest Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group I
Mortgage Loans and Compensating Interest on the Group I Mortgage Loans (net of
Servicing Fees, Administration Fees and Credit Risk Manager Fees).
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a principal balance at origination that
conforms to ▇▇▇▇▇▇ ▇▇▇ loan limits.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
due on the Group I Mortgage Loans during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group I Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the Group I Mortgage Loans during the
related Prepayment Period, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group I
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group I Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
"Group I Principal Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of the definition of Group I Principal
Distribution Amount.
"Group I Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group I Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) approximately 55.10% and (ii) the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $1,110,734.98.
"Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group II Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group II Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Group II Certificates in the form attached hereto as Exhibit I.
"Group II Certificates": The Class A-2A Certificates.
"Group II Interest Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group II
Mortgage Loans and Compensating Interest on the Group II Mortgage Loans (net of
Servicing Fees, Administration Fees and Credit Risk Manager Fees).
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II. All Group II Mortgage Loans have a principal balance at origination
that conforms to ▇▇▇▇▇▇▇ Mac loan limits.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
due on the Group II Mortgage Loans during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group II Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the Group II Mortgage Loans during the
related Prepayment Period, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group II
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group II Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
"Group II Principal Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of the definition of Group II Principal
Distribution Amount.
"Group II Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group II Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) approximately 55.10% and (ii) the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $841,234.56.
"Group III Allocation Percentage": With respect to the Group
III Certificates and any Distribution Date, the percentage equivalent of a
fraction, the numerator of which is (x) the Group III Principal Remittance
Amount for such Distribution Date and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.
"Group III Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Group III Certificates in the form attached hereto as Exhibit I.
"Group III Certificates": The Class A-3A, Class A-3B, Class
A-3C and Class A-3D Certificates.
"Group III Interest Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group III
Mortgage Loans and Compensating Interest on the Group III Mortgage Loans (net of
Servicing Fees, Administration Fees and Credit Risk Manager Fees).
"Group III Mortgage Loan": A Mortgage Loan assigned to Loan
Group III. All Group III Mortgage Loans have a principal balance at origination
that may or may not conform to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac loan limits.
"Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
due on the Group III Mortgage Loans during the related Due Period, whether or
not received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group III Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the Group III Mortgage Loans during the
related Prepayment Period, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group III
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group III Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
"Group III Principal Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of the definition of Group III Principal
Distribution Amount.
"Group III Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group III Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) approximately 55.10% and (ii)
the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group III Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $2,143,922.88.
"Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
"HomEq Mortgage Loans": The Mortgage Loans serviced by HomEq
Servicing Corporation.
"Indenture": An indenture relating to the issuance of notes
secured by the Class CE Certificates, the Class P Certificates and/or the Class
R Certificates (or any portion thereof).
"Independent": When used with respect to any specified
Person, any such Person who (a) is in fact independent of the Depositor, the
Master Servicer and their respective Affiliates, (b) does not have any direct
financial interest in or any material indirect financial interest in the
Depositor, the Master Servicer or any Affiliate thereof, and (c) is not
connected with the Depositor, the Master Servicer or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as any REMIC does
not receive or derive any income from such Person and provided that the
relationship between such Person and any REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if the Trust Administrator has received
an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator
to the effect that the taking of any action in respect of any REO Property by
such Person, subject to any conditions therein specified, that is otherwise
herein contemplated to be taken by an Independent Contractor will not cause such
REO Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the index specified in the related Mortgage
Note.
"Initial Sub-Servicers": Countrywide Home Loans Servicing, LP
and HomEq Servicing Corporation.
"Initial Sub-Servicing Agreement": With respect to the
Countrywide Mortgage Loans, the Loan Servicing Rights Purchase and Servicing
Agreement, dated January 12, 2005, between Countrywide and the Seller, as
modified as of the date hereof with respect to the Countrywide Mortgage Loans in
the Trust Fund. With respect to the HomEq Mortgage Loans, the Servicing Rights
Purchase and Servicing Agreement, dated May 1, 2005, between HomEq Servicing
Corproation and the Seller, as modified as of the date hereof with respect to
the HomEq Mortgage Loans in the Trust Fund.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that the
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 the Floating Rate Certificates, the period commencing on the
Distribution Date of the month immediately preceding the month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class CE
Certificates and the REMIC Regular Interests, the one-month period ending on the
last day of the calendar month preceding the month in which such Distribution
Date occurs.
"Interest Carry Forward Amount": With respect to any
Distribution Date and the Class A Certificates or the Mezzanine Certificates,
the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount
for such Class of Certificates as of the immediately preceding Distribution Date
exceeded (b) the actual amount distributed on such Class of Certificates in
respect of interest on such immediately preceding Distribution Date, (ii) the
amount of any Interest Carry Forward Amount for such Class of Certificates
remaining unpaid from the previous Distribution Date and (iii) accrued interest
on the sum of (i) and (ii) above calculated at the related Pass-Through Rate for
the most recently ended Interest Accrual Period.
"Interest Determination Date": With respect to the Floating
Rate Certificates and REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTM9, and any Interest Accrual Period therefor, the second London
Business Day preceding the commencement of such Interest Accrual Period.
"Interest Distribution Amount": With respect to any Floating
Rate Certificate and the Class CE Certificates and each Distribution Date,
interest accrued during the related Interest Accrual Period at the Pass-Through
Rate for such Certificate for such Distribution Date on the Certificate
Principal Balance, in the case of the Floating Rate Certificates, or on the
Notional Amount, in the case of the Class CE Certificates, of such Certificate
immediately prior to such Distribution Date. The Class P Certificates is not
entitled to distributions in respect of interest and, accordingly, shall not
accrue interest. All distributions of interest on the Floating Rate Certificates
shall be calculated on the basis of a 360-day year and the actual number of days
in the applicable Interest Accrual Period. All distributions of interest on the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. The Interest Distribution Amount with respect to each
Distribution Date, as to any Floating Rate Certificate or the Class CE
Certificates, shall be reduced by an amount equal to the portion allocable to
such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of
any Relief Act Interest Shortfall, if any, for such Distribution Date.
"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-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.
"Loan Group": Loan Group I, Loan Group II or Loan Group III,
as the context requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.
"Loan Group III": The group of Mortgage Loans identified in
the Mortgage Loan Schedule as having been assigned to Loan Group III.
"London Business Day": Any day on which banks in the City of
London and New York are open and conducting transactions in United States
dollars.
"Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ,
with the rate on each such REMIC I Regular Interest (other than REMIC I Regular
Interest I-LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR
plus the related Certificate Margin for the related Corresponding Certificate
and (ii) the related Net WAC Pass-Through Rate for the related Corresponding
Certificate for the purpose of this calculation for such Distribution Date and
with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero for
the purpose of this calculation; provided, however, the cap on REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B,
REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9 shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which is
30.
"Master Agreement": Any of the Master Mortgage Loan Purchase
and Interim Servicing Agreement between an Originator and the Seller.
"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 Initial Sub-Servicers and signed by an officer of the
Master Servicer that complies with (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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, 12:00 p.m.
New York time on the Distribution Date.
"Maximum Cap Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate equal to the product of (x) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group III Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group III Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group, the current Certificate
Principal Balance of the related Class A Certificates) of the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
Loans, the Group II Mortgage Loans and the Group III Mortgage Loans, in each
case, weighted on the basis of the outstanding Stated Principal Balances of the
related Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period.
"Maximum I-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9 for
such Distribution Date, with the rate on each such REMIC I Regular Interest
subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related
Certificate Margin for the related Corresponding Certificate and (ii) the
related Net WAC Pass-Through Rate for the related Corresponding Certificate;
provided, however, each cap shall be multiplied by a fraction, the numerator of
which is the actual number of days elapsed in the related Interest Accrual
Period and the denominator of which is 30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.
"MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.
"Mezzanine Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Mezzanine Certificates in the form attached hereto as Exhibit I.
"Mezzanine Certificates": Collectively, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates and the Class M-9 Certificates.
"MIN": The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS System.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.
"MOM Loan": With respect to any Mortgage Loans registered with
MERS on the MERS(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": ▇▇▇▇▇'▇ 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 Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as
from time to time held as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Remittance Rate": With respect to any Mortgage
Loan or REO Property, as of any date of determination, the then applicable
Mortgage Rate in respect thereof net of the sum of the Servicing Fee Rate and
the Administration Fee Rate.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, separately identifying the Group I
Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage Loans,
attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth the
following information with respect to each Mortgage Loan:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating whether the Mortgaged Property is
owner-occupied;
(iii) the type of Residential Dwelling constituting the
Mortgaged Property;
(iv) the original months to maturity;
(v) the original date of the mortgage;
(vi) the Loan-to-Value Ratio at origination;
(vii) the Mortgage Rate in effect immediately following the
Cut-off Date;
(viii) the date on which the first Monthly Payment was due on
the Mortgage Loan;
(ix) the stated maturity date;
(x) the amount of the Monthly Payment at origination;
(xi) the amount of the Monthly Payment as of the Cut-off Date;
(xii) the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(xiii) the original principal amount of the Mortgage Loan;
(xiv) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(xv) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);
(xvi) a code indicating the documentation style (i.e., full,
alternative or reduced);
(xvii) the Value of the Mortgaged Property;
(xviii) the sale price of the Mortgaged Property, if
applicable;
(xix) the actual unpaid principal balance of the Mortgage Loan
as of the Cut-off Date;
(xx) the Servicing Fee Rate;
(xxi) the term of the Prepayment Charge , if any;
(xxii) the percentage of the principal balance covered by
lender paid mortgage insurance, if any; and
(xxiii) with respect to each Adjustable-Rate Mortgage Loan,
the Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the
Minimum Mortgage Rate, the Periodic Rate Cap, the maximum first
Adjustment Date Mortgage Rate adjustment, the first Adjustment Date
immediately following the origination date and the rounding code (i.e.,
nearest 0.125%, next highest 0.125%).
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans by Loan Group and in the
aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the
current principal balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the
Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of
the close of business on the Cut-off Date (not taking into account any Principal
Prepayments received on the Cut-off Date); and (6) the amount of the Monthly
Payment as of the Cut-off Date. The Mortgage Loan Schedule shall be amended from
time to time by the Depositor in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date
shall refer to the related Cut-off Date for such Mortgage Loan, determined in
accordance with the definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, without regard to
any reduction thereof as a result of a Debt Service Reduction or operation of
the Relief Act, which rate (i) with respect to each fixed-rate Mortgage Loan
shall remain constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (ii) with
respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date equal to the sum, rounded as provided in the Mortgage Note, of
the Index, as published as of a date prior to the Adjustment Date as set forth
in the related Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if
any, and (ii) the related Maximum Mortgage Rate, and shall never be less than
the greater of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of an Estate in Real
Property improved by a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization Reduction Amount and
(ii) the excess of (x) the Available Distribution Amount for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Senior Interest
Distribution Amounts distributable to the holders of the Class A Certificates
and the Interest Distribution Amounts distributable to the holders of the
Mezzanine Certificates and (B) the Principal Remittance Amount.
"Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Group I Certificates, a per annum rate equal to the product of
(x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
I Remittance Rate on REMIC I Regular Interest I-LT1GRP, weighted on the basis of
the Uncertificated Balance of such REMIC I Regular Interest.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
II Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT2GRP, weighted on the basis of the Uncertificated
Balance of such REMIC I Regular Interest.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group III Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
III Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT3GRP, weighted on the basis of the Uncertificated
Balance of such REMIC I Regular Interest.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group, the Certificate Principal
Balance of the related Class A Certificates) of (i) the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), (ii) the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period and (iii)
the weighted average of the Expense Adjusted Net Mortgage Rates of the Group III
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rates on
(a) REMIC I Regular Interest I-LT1SUB, subject to a cap and a floor equal to the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a
floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans and (c) REMIC I Regular Interest I-LT3SUB,
subject to a cap and a floor equal to the weigthed average of the Expense
Adjusted Net Mortgage Rates of the Group III Mortgage Loans, weighted on the
basis of the Uncertificated Balance of each such REMIC I Regular Interest.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.06.
"Net WAC Rate Carryover Amount": With respect to any
Distribution Date and any Class of Floating Rate Certificates, the sum of (A)
the positive excess, if any, of (i) the amount of interest that would have
accrued on such Class of Certificates for such Distribution Date if the
Pass-Through Rate for such Class of Certificates for such Distribution Date were
calculated at the related Formula Rate over (ii) the amount of interest accrued
on such Class of Certificates at the Net WAC Pass-Through Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount for the
previous Distribution Date not previously distributed together with interest
accrued on such unpaid amount for the most recently ended Interest Accrual
Period at the Formula Rate for such Class of Certificates and such Distribution
Date.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the terms of such lease.
"Nonrecoverable P&I Advance": Any P&I Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Master Servicer, will not or, in the
case of a proposed P&I Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Class CE Certificates
and any Distribution Date, the aggregate Uncertificated Balance of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-LTP) for such
Distribution Date.
"Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as
applicable; with respect to the Master Servicer, any officer who is authorized
to act for the Master Servicer in matters relating to this Agreement, and whose
action is binding upon the Master Servicer, initially including those
individuals whose names appear on the list of authorized officers delivered at
the closing.
"One-Month LIBOR": With respect to the Class A-1 Certificates
and for purposes of the Marker Rate and Maximum I-LTZZ Uncertificated Interest
Deferral Amount, REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8 and REMIC I Regular Interest I-LTM9, and any Interest Accrual Period
therefor, the rate determined by the Trust Administrator on the related Interest
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750, Bloomberg Page BBAM or
another page of these or any other financial reporting service in general use in
the financial services industry, as of 11:00 a.m. (London time) on such Interest
Determination Date; provided that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the offered
rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00
a.m. (London time) on such Interest Determination Date. In such event, the Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations, One-Month
LIBOR for the related Interest Accrual Period shall be the arithmetic mean of
such offered quotations (rounded upwards if necessary to the nearest whole
multiple of 1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under the priorities described above, LIBOR
for an Interest Determination Date would be based on LIBOR for the previous
Interest Determination Date for the third consecutive Interest Determination
Date, the Trust Administrator, after consultation with the Depositor, shall
select an alternative comparable index (over which the Trust Administrator has
no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, 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.
"Optional Termination Date": The Determination Date on which
the aggregate Stated Principal Balance of the Mortgage Loans and each REO
Property remaining in the Trust Fund is less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
"Original Mortgage Loan": Any Mortgage Loans included in Trust
Fund as of the Closing Date.
"Originator": Each of Argent Mortgage Company, LLC, Mortgage
IT, ResMAE Mortgage Corporation, Olympus Mortgage Company and WMC Mortgage Corp.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Net Monthly Excess Cashflow for such
Distribution Date and (b) the Overcollateralization Deficiency Amount for such
Distribution Date (calculated for this purpose only after assuming that 100% of
the Principal Remittance Amount on such Distribution Date has been distributed).
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Principal Remittance
Amount for such Distribution Date and (b) the Excess Overcollateralized Amount.
"Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, an amount equal to 1.90% of
the aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is
not in effect, the greater of (x) 3.80% of the then current aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period and (y) $4,095,892.43, or (iii) on or after the Stepdown
Date and if a Trigger Event is in effect, the Overcollateralization Target
Amount for the immediately preceding Distribution Date. Notwithstanding the
foregoing, on and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Class A Certificates and the
Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be
zero.
"Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates after giving effect to
distributions to be made on such Distribution Date.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to the Floating Rate
Certificates and any Distribution Date, the lesser of (x) the related Formula
Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date.
With respect to the Class CE Certificates and any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is (x) the sum of (i) 100% of the interest on REMIC I Regular
Interest I-LTP and (ii) interest on the Uncertificated Principal Balance of each
REMIC I Regular Interest listed in clause (y) below at a rate equal to the
related REMIC I Remittance Rate minus the Marker Rate and the denominator of
which is (y) the aggregate Uncertificated Balance of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8 and REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest
I-LTZZ.
"Paying Agent": Citibank, or its successor in interest, or any
successor paying agent appointed as herein provided.
"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 Class A
Certificates and the Mezzanine Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $25,000 and integral multiples of $1.00 in excess thereof. The Class
P Certificates are issuable only in Percentage Interests corresponding to
initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000 and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee,
the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust
Administrator or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the United
States of America or any state thereof and that are rated by the Rating
Agencies in its highest long-term unsecured rating category at the time
of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by the Rating Agencies in its
highest short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised by the Trustee, the Trust Administrator or an Affiliate of
either of them, that have been rated "AAA" by S&P, "Aaa" by ▇▇▇▇▇'▇ and
"AAA" 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 Class A Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the 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,
▇▇▇▇▇ plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, penalty or charge payable by a Mortgagor in connection
with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related Mortgage Note (other than any Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge summary attached thereto). The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan
as of the Cut-off Date.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each HomEq Mortgage Loan that was the subject of a voluntary Principal
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the calendar month in which such Distribution Date
occurs and the 15th day of the calendar month in which such Distribution Date
occurs, an amount equal to interest (to the extent received) at the applicable
Mortgage Rate (less the Servicing Fee) on the amount of such Principal
Prepayment for the number of days commencing on the first day of the calendar
month in which such Distribution Date occurs and ending on the last date through
which interest is collected from the related Mortgagor.
"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 each Distribution Date
and the Countrywide Mortgage Loans, the calendar month immediately preceding the
month in which the Distribution Date occurs. With respect to each Distribution
Date and the HomEq Mortgage Loans and (i) voluntary principal payments in full,
the period commencing on the 16th day of the month preceding the month in which
such Distribution Date falls (or, in the case of the first Distribution Date,
commencing May 1, 2005) and ending on the 15th day of the calendar month in
which such Distribution Date occurs and (ii) principal payments in part,
liquidations and other unscheduled collections on the HomEq Mortgage Loans, the
calendar month preceding the month in which such Distribution Date occurs.
"Prime Rate": The lesser of (i) the per annum rate of
interest, publicly announced from time to time by Chase Manhattan Bank at its
principal office in the City of New York, as its prime or base lending rate (any
change in such rate of interest to be effective on the date such change is
announced by Chase Manhattan Bank) and (ii) the maximum rate permissible under
applicable usury or similar laws limiting interest rates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the Group I Principal Remittance Amount,
(ii) the Group II Principal Remittance Amount and (iii) the Group III Principal
Remittance Amount.
"Private Certificates": Any of the Class M-8, Class M-9, Class
CE, Class P or Class R Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated May
6, 2005, relating to the public offering of the Class A Certificates and the
Mezzanine Certificates (other than the Class M-8 and Class M-9 Certificates).
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased by the Seller 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 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 unpaid 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. With respect to any Mortgage Loan or REO Property to be
purchased by an Originator 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
amount set forth pursuant to the terms of the related Master Agreement.
"Qualified Insurer": Any insurer which meets the requirements
of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan by the Seller pursuant to the terms of
this Agreement which must, on the date of such substitution, (i) have an
outstanding principal balance, after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, not in
excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the
Due Date in the calendar month during which the substitution occurs, (ii) have a
Mortgage Rate not less than (and not more than one percentage point in excess
of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) be covered under a
Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has
a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered
by a Primary Mortgage Insurance Policy, (iv) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (v) have the same Due Date as the Due Date on the Deleted
Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, and (vi) conform to each representation and warranty set forth in
the related Assignment Agreement applicable to the Deleted Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate principal balances, the Mortgage Rates described in
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Rates, the terms described in clause (viii) shall be determined on the basis of
weighted average remaining terms to maturity, the Loan-to-Value Ratios described
in clause (iv) hereof shall be satisfied as to each such mortgage loan and,
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (vi) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. With
respect to an Originator, a mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of the related Master Agreement which must, on the
date of such substitution conform to the terms set forth in the related Master
Agreement.
"Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not in excess of the existing first mortgage loan on the
related Mortgaged Property and related closing costs, and were used exclusively
to satisfy the then existing first mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.
"Rating Agencies": S&P, ▇▇▇▇▇'▇ and 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 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 (vi) the total of all net rental income,
Insurance Proceeds and Liquidation Proceeds received in respect of such REO
Property that has been, or in connection with such Final Recovery Determination,
will be transferred to the Distribution Account pursuant to Section 3.23.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.
"Record Date": With respect to each Distribution Date and any
Floating Rate Certificate so long as such Floating Rate Certificates is a
Book-Entry Certificate, the Business Day immediately preceding such Distribution
Date. With respect to each Distribution Date and any other Certificates,
including any Definitive Certificates, the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class CE Certificate or Class P Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges related thereto as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto,
and together with all collections thereon and proceeds thereof; (ii) any REO
Property, together with all collections thereon and proceeds thereof; (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof;
(iv) the Depositor's rights under the Assignment Agreements (including any
security interest created thereby); and (v) the Collection Account (other than
any amounts representing any Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing any Servicer
Prepayment Charge Payment Amount) and any REO Account, and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account, the Cap Contracts and Servicer Prepayment Charge
Payment Amounts.
"REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest
I-LTAA minus the Marker Rate, divided by (b) 12.
"REMIC I Marker Allocation Percentage": 0.50% of any amount
payable or loss attributable from the Mortgage Loans, which shall be allocated
to REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTZZ and
REMIC I Regular Interest I-LTP.
"REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC
I Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTP, in each case as of such date of determination.
"REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) 50% of the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ.
"REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time or shall otherwise be entitled to interest as set forth herein, and
shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto. The REMIC I Regular
Interests are as follows: REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B,
REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9, REMIC I Regular
Interest I-LTP, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT3GRP, REMIC I
Regular Interest I-LT3SUB and REMIC I Regular Interest I-LTXX.
"REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest
I-LTP, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT2SUB,
REMIC I Regular Interest I-LT3SUB and REMIC I Regular Interest I-LTXX, the
weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage
Loans. With respect to REMIC I Regular Interest I-LT1GRP, the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans, with
respect REMIC I Regular Interest I-LT2GRP, the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans and with respect to
REMIC Regular Interst I-LT3GRP, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group III Mortgage Loans.
"REMIC I Required Overcollateralized Amount": 0.50% of the
Overcollateralization Target Amount.
"REMIC I Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be
allocated to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP and REMIC I
Regular Interest I-LTXX.
"REMIC I Subordinated Balance Ratio": The ratio between the
Uncertificated Balances of each REMIC I Regular Interest ending with the
designation "SUB,", equal to the ratio between, with respect to each such REMIC
I Regular Interest, the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Class A Certificates in the related Loan Group.
"REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit
of the Class A Certificates, the Mezzanine Certificates and the Class R-II
Interest and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.
"REMIC Regular Interests": The REMIC I Regular Interests.
"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,
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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 5402(6)).
"Residual Certificates": The Class 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
controller or any other officer thereof customarily performing functions similar
to those performed by any of the above designated officers and, with respect to
a particular matter relating to this Agreement, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee with
direct responsibility for the administration of this Agreement and, with respect
to a particular matter relating to this Agreement, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.
"S&P" Standard & Poor's Ratings Services, a division of the
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or its successors in interest.
"Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was acquired
minus the principal portion of each Monthly Payment that would have become due
on such related Mortgage Loan after such REO Property was acquired if such
Mortgage Loan had not been converted to an REO Property; and (b) as of any Due
Date subsequent to the occurrence of a Liquidation Event with respect to such
REO Property, zero.
"Seller": Citigroup Global Markets Realty Corp. or its
successor in interest.
"Senior Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the sum of
the aggregate Certificate Principal Balance of the Mezzanine, Class CE and Class
P Certificates, calculated after taking into account distribution of the Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and
the Group III Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date,and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period).
"Senior Interest Distribution Amount": With respect to any
Distribution Date and each Class of Class A Certificates, an amount equal to the
sum of (i) the Interest Distribution Amount for such Distribution Date and (ii)
the Interest Carry Forward Amount, if any, for such Distribution Date.
"Servicer Prepayment Charge Payment Amount": The amounts
payable by the Master Servicer in respect of any waived Prepayment Charges
pursuant to Section 3.01.
"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.
"Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management (including reasonable fees
in connection therewith) and liquidation of any REO Property, and (iv) the
performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section 3.23. The Master Servicer shall not be
required to make any Servicing Advance in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Master Servicer, would
not be ultimately recoverable from related Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest 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 of 0.50% per annum.
"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 Residual Certificates), a hypothetical Certificate
of such Class evidencing a Percentage Interest for such Class corresponding to
an initial Certificate Principal Balance or Notional Amount of $1,000. With
respect to the Class P and the Residual Certificates, a hypothetical Certificate
of such Class evidencing a 20% Percentage Interest in such Class.
"Startup Day": With respect to any Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the Master Servicer and distributed pursuant to Section 4.01 on
or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.16, to the extent distributed pursuant to
Section 4.01 on or before such date of determination, and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted to
an REO Property, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination; and (b) as of
any date of determination coinciding with or subsequent to the Distribution Date
on which the proceeds, if any, of a Liquidation Event with respect to such REO
Property would be distributed, zero.
"Stayed Funds": If the Master Servicer is the subject of a
proceeding under the federal Bankruptcy Code and the making of any payment
required to be made under the terms of the Certificates and this Agreement is
prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the
custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy
court and should have been the subject of such Remittance absent such
prohibition.
"Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal Balance of the
Class A Certificates has been reduced to zero and (ii) the later to occur of (a)
the Distribution Date occurring in June 2008 and (b) the first Distribution Date
on which the Senior Enhancement Percentage (calculated for this purpose only
after taking into account distributions of principal on the Mortgage Loans but
prior to any distribution of the Group I Principal Distribution Amount the Group
II Principal Distribution Amount and the Group III Principal Distribution Amount
to the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 44.90%.
"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 the Initial
Sub-Servicing Agreement, Countrywide Home Loans Servicing LP (in the case of the
Countrywide Mortgage Loans) and HomEq Servicing Corporation (in the case of the
HomEq Mortgage Loans) or a respective successor that is the servicer under the
related Initial Sub-Servicing Agreement.
"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.
"Telerate Page 3750": The display designated as page "3750" on
the Dow ▇▇▇▇▇ Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered
rates of major banks).
"Termination Price": As defined in Section 9.01.
"Terminator": As defined in Section 9.01.
"Trailing Recoveries": Any Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries on a Mortgage Loan received or
collected by the Master Servicer after a Final Recovery Determination has been
made with respect to such Mortgage Loan or related REO Property.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trigger Event": A Trigger Event is in effect on any
Distribution Date on or after the Stepdown Date if:
(a) the Delinquency Percentage exceeds 35.00% of the Senior
Enhancement Percentage for the prior Distribution Date; or
(b) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period (reduced by the
aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Due Period) divided by aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:
DISTRIBUTION DATE OCCURRING IN PERCENTAGE
------------------------------ ----------
June 2008 through May 2009 3.00%
June 2009 through May 2010 4.50%
June 2010 through May 2011 6.00%
June 2011 and thereafter 6.50%
"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 each Trust
REMIC, the Net WAC Rate Carryover Reserve Account, the Cap Contracts, Servicer
Prepayment Charge Payment Amounts and the other assets conveyed by the Depositor
to the Trustee pursuant to Section 2.01.
"Trust REMIC": Any of REMIC I and REMIC II.
"Trustee": U.S. Bank National Association, or its successor in
interest, or any successor trustee appointed as herein provided.
"Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial Uncertificated
Balance. On each Distribution Date, the Uncertificated Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest deferrals as provided in Section 4.01). The Uncertificated Balance of
each REMIC Regular Interest shall never be less than zero.
"Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC Regular Interest for such Distribution
Date, accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as to
any REMIC Regular Interest, shall be reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each
case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
Regular Interest shall be reduced by Realized Losses, if any, allocated to such
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, for purposes solely of the restrictions on the
transfer of the 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 lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced
Mortgage Loan, such value of the Mortgaged Property is based solely upon the
value determined by an appraisal made for the originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. With respect to any date
of determination, 98% of all Voting Rights will be allocated among the holders
of the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the holders of the Class P Certificates and 1% of all Voting Rights
will be allocated among the holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.
SECTION 1.02 Allocation of Certain Interest Shortfalls.
For purposes of calculating the Interest Distribution Amount
for the Floating Rate Certificates and the Class CE Certificates for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to the Class
CE Certificates based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of the Class CE Certificates
and, thereafter, among the Class A Certificates and the Mezzanine Certificates
on a PRO RATA basis based on, and to the extent of, one month's interest at the
then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance of each such Certificate immediately prior to such
Distribution Date.
For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date:
(A) The REMIC I Marker Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 3.24) and the REMIC I Marker
Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
of the Mortgage Loans for any Distribution Date shall be allocated among REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C,
REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ PRO RATA based on,
and to the extent of, one month's interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each such
REMIC I Regular Interest; and
(B) The REMIC I Sub WAC Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 3.24) and the REMIC I Sub
WAC Allocation Percentage of any Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
first, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1SUB,
REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I
Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC I Regular
Interest I-LT3GRP and REMIC I Regular Interest I-LTXX, PRO RATA based on, and to
the extent of, one month's interest at the then applicable respective REMIC I
Remittance Rate on the respective Uncertificated Balance of each such REMIC I
Regular Interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Assignment Agreements, and 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 executed copies of
the Assignment Agreements, and the Trustee and the Paying Agent acknowledge
receipt of the same on behalf of the Certificateholders.
In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee or a Custodian on its
behalf, the following documents or instruments (a "Mortgage File") with respect
to each Mortgage Loan so transferred and assigned:
(i) The Mortgage Note, endorsed by manual or facsimile
signature without recourse by the related Originator or an Affiliate of
the related Originator in blank or to the Trustee showing a complete
chain of endorsements from the named payee to the Trustee or from the
named payee to the Affiliate of the related Originator and from such
Affiliate to the Trustee;
(ii) The original recorded Mortgage, noting the presence of
the MIN of the Mortgage Loan, if applicable, and language indicating
that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM
Loan, with evidence of recording thereon or a copy of the Mortgage
certified by the public recording office in those jurisdictions where
the public recording office retains the original;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, an assignment from the related Originator or an Affiliate of
the related Originator to the Trustee in recordable form of the
Mortgage which may be included, where permitted by local law, in a
blanket assignment or assignments of the Mortgage to the Trustee,
including any intervening assignments and showing a complete chain of
title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting
the presence of the MIN, if the Mortgage Loan is registered on the
MERS(R) System);
(iv) Any original assumption, modification, buydown or
conversion-to- fixed-interest-rate agreement applicable to the Mortgage
Loan; and
(v) The original or a copy of the title insurance policy
(which may be a certificate or a short form policy relating to a master
policy of title insurance) pertaining to the Mortgaged Property, or in
the event such original title policy is unavailable, a copy of the
preliminary title report and the lender's recording instructions, with
the original to be delivered within 180 days of the Closing Date or an
attorney's opinion of title in jurisdictions where such is the
customary evidence of title.
In instances where an original recorded Mortgage cannot be
delivered by the Depositor to the Trustee (or a Custodian on behalf of the
Trustee) prior to or concurrently with the execution and delivery of this
Agreement, due to a delay in connection with the recording of such Mortgage, the
Depositor may, (a) in lieu of delivering such original recorded Mortgage
referred to in clause (ii) above, deliver to the Trustee (or a Custodian on
behalf of the Trustee) a copy thereof, provided that the Depositor certifies
that the original Mortgage has been delivered to a title insurance company for
recordation after receipt of its policy of title insurance or binder therefor
(which may be a certificate relating to a master policy of title insurance), and
(b) in lieu of delivering the completed assignment in recordable form referred
to in clause (iii) above to the Trustee (or a Custodian on behalf of the
Trustee), deliver such assignment to the Trustee (or a Custodian on behalf of
the Trustee) completed except for recording information. In all such instances,
the Depositor will deliver the original recorded Mortgage and completed
assignment (if applicable) to the Trustee (or a Custodian on behalf of the
Trustee) promptly upon receipt of such Mortgage. In instances where an original
recorded Mortgage has been lost or misplaced, the Depositor or the related title
insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage
bearing recordation information and certified as true and correct by the office
in which recordation thereof was made. In instances where the original or a copy
of the title insurance policy referred to in clause (vi) above (which may be a
certificate relating to a master policy of title insurance) pertaining to the
Mortgaged Property relating to a Mortgage Loan cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or
concurrently with the execution and delivery of this Agreement because such
policy is not yet available, the Depositor may, in lieu of delivering the
original or a copy of such title insurance referred to in clause (vi) above,
deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with
respect to such policy (which may be a certificate relating to a master policy
of title insurance) and deliver the original or a copy of such policy (which may
be a certificate relating to a master policy of title insurance) to the Trustee
(or a Custodian on behalf of the Trustee) within 180 days of the Closing Date,
in instances where an original assumption, modification, buydown or
conversion-to-fixed- interest-rate agreement cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or
concurrently with the execution and delivery of this Agreement, the Depositor
may, in lieu of delivering the original of such agreement referred to in clause
(iv) above, deliver a certified copy thereof.
To the extent not already recorded, except with respect to any
Mortgage Loan for which MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record, the 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
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 a Custodian on behalf of the Trustee.
The parties hereto understand and agree that it is not
intended that any Mortgage Loan be included in the Trust that is a high-cost
home loan as defined by the Homeownership and Equity Protection Act of 1994 or
any other applicable predatory or abusive lending laws.
The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap Contracts on the Closing Date and
thereafter on behalf of the Trust and the Holders of the Floating Rate
Certificates. The Seller, the Depositor, the Master Servicer, the Trust
Administrator, the Paying Agent and the Holders of the Floating Rate
Certificates by their acceptance of such Certificates acknowledge and agree that
the Trustee shall execute, deliver and perform the Trust Fund's obligations
under the Cap Contracts and shall do so solely in its capacity as Trustee of the
Trust Fund and not in its individual capacity.
SECTION 2.02 Acceptance of the Trust Fund by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on an exception report delivered by or on behalf of the
Trustee, the Trustee acknowledges receipt of the documents referred to in
Section 2.01 (other than such documents described in Section 2.01(iv)) above and
all other assets included in the definition of "Trust Fund" and declares that it
holds and will hold such documents and the other documents delivered to it
constituting the Mortgage File, and that it holds or will hold all such assets
and such other assets included in the definition of "Trust Fund" in trust for
the exclusive use and benefit of all present and future Certificateholders.
The Trustee, by execution and delivery hereof, acknowledges
receipt, subject to the review described in the succeeding sentence, of the
documents and other property referred to in Section 2.01 and declares that the
Trustee (or a Custodian on behalf of the Trustee) holds and will hold such
documents and other property, including property yet to be received in the Trust
Fund, in trust, upon the trusts herein set forth, for the benefit of all present
and future Certificateholders. The Trustee or the 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 Originator or
the Seller in the related Assignment Agreement in respect of any Mortgage Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.
The Trustee may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a custodial agreement with 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 an Originator or the Seller of any representation, warranty or
covenant under an Assignment Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the party so discovering or receiving notice
shall promptly notify the other parties to this Agreement, and the Trustee
thereupon shall promptly notify the related Originator and the Seller of such
defect, missing document or breach and request that the related Originator
deliver such missing document or cure such defect or that the related Originator
or the Seller, as applicable, cure such breach within 90 days from the date the
related Originator or the Seller, as applicable, was notified of such missing
document, defect or breach, and if the Originator or Seller, as applicable, does
not deliver such missing document or cure such defect or breach in all material
respects during such period, the Trustee shall enforce the obligations of the
Originator or Seller, as applicable, under the related Assignment Agreement (i)
to repurchase such Mortgage Loan from REMIC I 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 Originator or Seller, as
applicable, is obligated to do so under the related Assignment Agreement. The
Purchase Price for the repurchased Mortgage Loan and any indemnification shall
be remitted by the related Originator or the Seller, as applicable, 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 related Originator or the Seller, as applicable, the related
Mortgage File, and the Trustee and the Trust Administrator shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the related Originator or the Seller, as applicable, shall furnish
to it and as shall be necessary to vest in the related Originator or the Seller,
as applicable,any Mortgage Loan released pursuant hereto, and the Trustee and
the Trust Administrator shall have no further responsibility with regard to such
Mortgage File. In furtherance of the foregoing, if the related Originator or the
Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan
which is registered on the MERS System, the related Originator or the Seller, as
applicable, pursuant to the related Assignment Agreement at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to the related Originator or the Seller, as applicable, and shall cause such
Mortgage to be removed from registration on the MERS System in accordance with
MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan as
provided above, if so provided in the related Assignment Agreement the related
Originator or the Seller, as applicable, may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d). It is understood and
agreed that the obligation of the related Originator or the Seller, as
applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as
to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing, and if and
to the extent provided in the related Assignment Agreement to perform any
applicable indemnification obligations with respect to any such omission, defect
or breach, as provided in such Assignment Agreement, shall constitute the only
remedies respecting such omission, defect or breach available to the Trustee or
the Trust Administrator on behalf of the Certificateholders.
(b) Notwithstanding anything to the contrary in this Section
2.03, with respect to any breach by the related Originator or the Seller, as
applicable, of any representation and warranty which breach materially and
adversely affects the value of any Prepayment Charge or the interests of the
Certificateholders therein, the Trustee shall enforce the obligation of the
related Originator or the Seller, as applicable, to remedy such breach as
provided in the related Assignment Agreement as follows: upon any Principal
Prepayment with respect to the affected Mortgage Loan, the related Originator or
the Seller, as applicable, shall pay or cause to be paid to the Purchaser the
excess, if any, of (x) the amount of such Prepayment Charge calculated as set
forth in the Mortgage Loan Schedule and (y) the amount collected from the
Mortgagor in respect of such Prepayment Charge.
(c) Within 90 days of the earlier of discovery by the 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.
As to any Deleted Mortgage Loan for which the related
Originator or the Seller, as applicable, substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the related
Originator or the Seller, as applicable, delivering to the Trustee (or to the
Custodian on behalf of the Trustee, as applicable), for such Qualified
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment in blank or to the Trustee, and such other documents and agreements,
with all necessary endorsements thereon, as are required by Section 2.01,
together with an Officers' Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Shortfall Amount (as described below), if any, in connection with
such substitution. The Custodian on its behalf and on behalf of the Trustee
shall, for the benefit of the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of such
review the Trustee or the Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or the Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the related Originator, 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 related Originator or the Seller, as applicable. For the
month of substitution, distributions to Certificateholders will reflect the
Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in
the month of substitution, and the related Originator or the Seller, as
applicable, shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan. The Trust Administrator shall
give or cause to be given written notice to the Trustee and the
Certificateholders that such substitution has taken place, and the Trust
Administrator shall amend or cause the Custodian to amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage
Loan Schedule to the 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 related
Assignment Agreement (including all applicable representations and warranties
thereof included in such Assignment Agreement), in each case as of the date of
substitution.
For any month in which the related Originator or the Seller,
as applicable, 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 related Originator or the Seller, as applicable, 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 related Originator or the Seller, as applicable, the related
Mortgage File or Files and the Trustee and the Trust Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the related Originator or the Seller, as applicable, shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.
In addition, the related Originator or the Seller, as
applicable, shall obtain at its own expense and deliver to the Trustee and the
Trust Administrator an Opinion of Counsel to the effect that such substitution
will not cause (a) any federal tax to be imposed on any Trust REMIC, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the startup date"
under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding.
(e) Upon discovery by the Depositor, the 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 related
Originator or the Seller, as applicable, pursuant to the related Assignment
Agreement or the Depositor pursuant to this Agreement shall repurchase or,
subject to the limitations set forth in Section 2.03(d), substitute one or more
Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90
days of the earlier of discovery or receipt of such notice with respect to such
affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the
related Originator or the Seller, as applicable, if the affected Mortgage Loan's
status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the related Originator or the
Seller, as applicable, under the related Assignment Agreement or (iii) the
Depositor, if the affected Mortgage Loan's status as a non-qualified mortgage is
a breach of no representation or warranty. Any such repurchase or substitution
shall be made in the same manner as set forth in Sections 2.03(a). The Trustee
shall reconvey to the Depositor, the related Originator 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 an Originator or the Seller for breach of a representation or
warranty.
SECTION 2.04 Reserved.
SECTION 2.05 Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents, warrants and covenants
to the Trust Administrator and the Trustee, for the benefit of each of the
Trustee, the Trust Administrator, the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
New York and is duly authorized and qualified to transact any and all
business contemplated by this Agreement to be conducted by the Master
Servicer in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing
business laws of any such State, to the extent necessary to ensure its
ability to enforce each Mortgage Loan and to service the Mortgage Loans
in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated
by this Agreement and has duly authorized by all necessary corporate
action on the part of the Master Servicer the execution, delivery and
performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with
its terms, except to the extent that (a) the enforceability thereof may
be limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors' rights generally and (b) the
remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought;
(iii) The execution and delivery of this Agreement by the
Master Servicer, the servicing of the Mortgage Loans by the Master
Servicer hereunder, the consummation of any other of the transactions
herein contemplated, and the fulfillment of or compliance with the
terms hereof are in the ordinary course of business of the Master
Servicer and will not (A) result in a breach of any term or provision
of the charter or by-laws of the Master Servicer or (B) conflict with,
result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument
to which the Master Servicer is a party or by which it may be bound, or
any statute, order or regulation applicable to the Master Servicer of
any court, regulatory body, administrative agency or governmental body
having jurisdiction over the Master Servicer; and the Master Servicer
is not a party to, bound by, or in breach or violation of any indenture
or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it,
which materially and adversely affects or, to the Master Servicer's
knowledge, would in the future materially and adversely affect, (x) the
ability of the Master Servicer to perform its obligations under this
Agreement or (y) the business, operations, financial condition,
properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer is an approved seller/servicer for
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac in good standing and is a HUD approved
mortgagee pursuant to Section 203 of the National Housing Act;
(v) No litigation is pending against the Master Servicer that
would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master Servicer
to service the Mortgage Loans or to perform any of its other
obligations hereunder in accordance with the terms hereof;
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of, or compliance by the Master
Servicer with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations or orders, if any, that have been obtained prior to the
Closing Date;
(vii) The Master Servicer covenants that its computer and
other systems used in servicing the Mortgage Loans operate in a manner
such that the Master Servicer can service the Mortgage Loans in
accordance with the terms of this Agreement; and
(viii) The Master Servicer (or a Sub-Servicer servicing the
Mortgage Loans on its behalf) is a member of MERS in good standing, and
will comply in all material respects with the rules and procedures of
MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to the Custodian on its behalf and shall
inure to the benefit of the Trustee, the Trust Administrator, the Depositor and
the Certificateholders. Upon discovery by any of the Depositor, the Master
Servicer, the Trust Administrator or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the Trustee. Subject to Section 7.01, the obligation of the Master Servicer
set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies
against the Master Servicer available to the Certificateholders, the Depositor,
the Trust Administrator or the Trustee on behalf of the Certificateholders
respecting a breach of the representations, warranties and covenants contained
in this Section 2.05.
SECTION 2.06 Issuance of the Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it or to the Custodian on its behalf of the Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02, together with
the assignment to it of all other assets included in REMIC I 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 II.
SECTION 2.07 Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.
(a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the assets described in the definition of REMIC I for the
benefit of the holders of the REMIC I Regular Interests (which are
uncertificated) and the Class R Certificates (in respect of the Class R-I
Interest). The Trustee (or the Custodian on its behalf, as applicable)
acknowledges receipt of the assets described in the definition of REMIC I and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC I Regular Interests and the Class R
Certificates (in respect of the Class R-I Interest). The interests evidenced by
the Class R-I Interest, together with the REMIC I Regular Interests, constitute
the entire beneficial ownership interest in REMIC I.
(b) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests (which are uncertificated) for
the benefit of the Holders of the Regular Certificates and the Class R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of the
Regular Certificates and the Class R Certificates (in respect of the Class R-II
Interest). The interests evidenced by the Class R-II Interest, together with the
Regular Certificates, constitute the entire beneficial ownership interest in
REMIC II.
(c) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC I and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (a) hereof, and (ii) the assignment
and delivery to the Trustee of REMIC II (including the Residual Interest therein
represented by the Class R-II Interest) and the acceptance by the Trustee
thereof, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, and the Class R Certificates in authorized
denominations evidencing the Class R-I Interest and the Class R-II Interest.
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 (a) shall seek the timely and complete recovery of principal and
interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to
waive) a Prepayment Charge only under the following circumstances: (i) such
waiver is standard and customary in servicing similar Mortgage Loans, (ii) such
waiver relates to a default or a reasonably foreseeable default and would, in
the reasonable judgment of the Master Servicer, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan or (iii) such waiver is otherwise permitted under the Initial
Sub-Servicing Agreements. If a Prepayment Charge or any portion thereof is
waived for any reason other than as permitted by meeting the standards described
in clauses (i), (ii) or (iii) above, then the Master Servicer shall be required
to pay the amount of such waived Prepayment Charge, as a Servicer Prepayment
Charge Payment Amount, for the benefit of the Holders of the P Certificates, by
depositing such amount into the Collection Account together with and at the time
that amounts prepaid on the related Mortgage Loan are required to be deposited
into the Collection Account.
To the extent consistent with the foregoing, the Master
Servicer shall also seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Notes. Subject only to the
above-described servicing standards and the terms of this Agreement and of the
respective Mortgage Loans, the Master Servicer shall have full power and
authority, acting alone or through Sub-Servicers as provided in Section 3.02, to
do or cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Master Servicer in its own name or in the name
of a Sub-Servicer is hereby authorized and empowered by the Trustee when the
Master Servicer believes it appropriate in its best judgment in accordance with
the servicing standards set forth above, to execute and deliver, on behalf of
the Certificateholders and the Trustee, and upon notice to the Trustee, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure proceedings or
obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
properties, and to hold or cause to be held title to such properties, on behalf
of the Trustee and Certificateholders. The Master Servicer shall service and
administer the Mortgage Loans in accordance with applicable state and federal
law and shall provide to the Mortgagors any reports required to be provided to
them thereby. The Master Servicer shall also comply in the performance of this
Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer and
any Sub-Servicer such documents as are necessary or appropriate to enable the
Master Servicer or any Sub-Servicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Master
Servicer a power of attorney to carry out such duties. The Trustee shall not be
liable for the actions of the Master Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable in
the first instance from related collections from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost incurred by the
Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit.
The Master Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer,
as the case may be, believes it is appropriate in its best judgment to register
any Mortgage Loan on the MERS System, or cause the removal from the registration
of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any reasonable expenses (i) incurred as
a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS System or (ii) if the affected Mortgage Loan is in
default or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, incurred in connection with the actions described in the preceding
sentence, shall be subject to withdrawal by the Master Servicer from the
Collection Account.
Notwithstanding anything in this Agreement to the contrary,
the Master Servicer may not make any future advances with respect to a Mortgage
Loan (except as provided in Section 4.03) and the Master Servicer shall not (i)
permit any modification with respect to any Mortgage Loan (except with respect
to a Mortgage Loan that is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable) that would change the Mortgage
Rate, reduce or increase the principal balance (except for reductions resulting
from actual payments of principal) or change the final maturity date on such
Mortgage Loan or (ii) permit any modification, waiver or amendment of any term
of any Mortgage Loan that would both (A) effect an exchange or reissuance of
such Mortgage Loan under Section 1001 of the Code (or final, temporary or
proposed Treasury regulations promulgated thereunder) and (B) cause any Trust
REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions after the startup date" under the
REMIC Provisions.
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, (i) Countrywide Home Loans Servicing, LP is the
Sub-Servicer with respect to the Countrywide Mortgage Loans and in such capacity
Countrywide Home Loans Servicing LP will be primarily responsible for the
servicing of the Countrywide Mortgage Loans and (ii) HomEq Servicing Corporation
is the Sub-Servicer with respect to the HomEq Mortgage Loans and in such
capacity HomEq Servicing Corporation will be primarily responsible for the
servicing of the HomEq Mortgage Loans. The parties hereto acknowledge that
Countrywide Home Loans Servicing LP owns the servicing rights with respect to
the Countrywide Mortgage Loans and that HomEq Servicing Corporation owns the
servicing rights with respect to the HomEq 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) except with respect to the Initial Sub-Servicers,
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 ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Master Servicer and the
Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
or enter into different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub- Servicing Accounts or the timing
and amount of remittances by the Sub-Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Master Servicer shall deliver to the Trustee and the Trust
Administrator copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Master Servicer's execution and
delivery of such instruments.
(c) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
including, without limitation, any obligation to make advances in respect of
delinquent payments as required by a Sub-Servicing Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the 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.
Except with respect to the Initial Sub-Servicing Agreements,
any Sub-Servicing Agreement shall include the provision that such agreement may
be immediately terminated by the Trustee or the Trust Administrator without fee,
in accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default).
SECTION 3.04 Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION 3.05 No Contractual Relationship Between Sub-Servicers
and Trustee, Trust Administrator or
Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the Trustee, the Trust Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer shall be solely liable
for all fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.
SECTION 3.06 Assumption or Termination of Sub-Servicing
Agreements by Trustee.
In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of the occurrence of a Master
Servicer Event of Default), the Trustee or its designee shall thereupon assume
all of the rights and obligations of the Master Servicer under each
Sub-Servicing Agreement that the Master Servicer may have entered into, unless
the Trustee elects to terminate any Sub-Servicing Agreement (other than the
Initial Sub-Servicing Agreements) in accordance with its terms as provided in
Section 3.03. Upon such assumption, the Trustee, its designee or the successor
servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed,
subject to Section 3.03, to have assumed all of the Master Servicer's interest
therein and to have replaced the Master Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the Master Servicer
shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
successor Master Servicer shall be deemed to have assumed any liability or
obligation of the Master Servicer that arose before it ceased to be the Master
Servicer.
The Master Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the Sub-
Servicing Agreements to the assuming party.
SECTION 3.07 Collection of Certain Mortgage Loan Payments.
The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any 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 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 the Initial Sub-Servicing
Agreements, the applicable Sub-Servicing Account shall comply with all
requirements of such Initial Sub-Servicing Agreement relating to the custodial
account provided for therein). The Sub-Servicer shall deposit in the
Sub-Servicing Account, in no event more than two Business Days after the
Sub-Servicer's receipt thereof, all proceeds of Mortgage Loans received by the
Sub-Servicer less its servicing compensation to the extent permitted by the
Sub-Servicing Agreement. The Sub-Servicer shall thereafter remit such proceeds
to the 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 Agreements, at such time as is
required pursuant to the terms of such 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 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 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.
Each Sub-Servicer shall deposit in the escrow account established under the
Sub-Servicing Agreement, in no event more than two Business Days after the
Sub-Servicer's receipt thereof, all Escrow Payments collected on account of the
Mortgage Loans, for the purpose of effecting the payment of any such items as
required under the terms of this Agreement. Withdrawals of amounts from a
Servicing Account may be made only to (i) effect payment of Escrow Payments;
(ii) reimburse the Master Servicer (or a Sub-Servicer to the extent provided in
the related Sub-Servicing Agreement) out of related collections for any advances
made pursuant to Section 3.01 (with respect to taxes and assessments) and
Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any
sums as may be determined to be overages; (iv) pay interest, if required and as
described below, to Mortgagors on balances in the Servicing Account; (v) clear
and terminate the Servicing Account at the termination of the Master Servicer's
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article IX; or (vi) recover amounts deposited in
error. As part of its servicing duties, the Master Servicer or Sub-Servicers
shall pay to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law and, to the extent that interest earned on funds in the
Servicing Accounts is insufficient, to pay such interest from its or their own
funds, without any reimbursement therefor. To the extent that a Mortgage does
not provide for Escrow Payments, the Master Servicer shall determine whether any
such payments are made by the Mortgagor in a manner and at a time that avoids
the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax
lien. The Master Servicer assumes full responsibility for the payment of all
such bills and shall effect payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make advances from its own funds to effect such
payments.
SECTION 3.10 Collection Account and Distribution Account.
(a) On behalf of the Trust Fund, the Master Servicer shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the "Collection Account"), held in trust for the benefit of
the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master
Servicer shall deposit or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Master Servicer's receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than one Business Day after the deposit of
such funds into the clearing account, as and when received or as otherwise
required hereunder, the following payments and collections received or made by
it from and after the Cut-off Date (other than in respect of principal or
interest on the related Mortgage Loans due on or before the Cut-off Date), or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments (but not Prepayment Charges), on the Mortgage Loans;
(ii) all payments on account of interest (net of the related
Servicing Fee and the Administration Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds, Trailing Recoveries and
Liquidation Proceeds (other than proceeds collected in respect of any
particular REO Property and amounts paid by the Master Servicer in
connection with a purchase of Mortgage Loans and REO Properties
pursuant to Section 9.01);
(iv) any amounts required to be deposited pursuant to Section
3.12 in connection with any losses realized on Permitted Investments
with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Master
Servicer pursuant to the second paragraph of Section 3.14(a) in respect
of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or
purchased in accordance with Section 2.03 or Section 9.01;
(vii) all amounts required to be deposited in connection with
shortfalls in principal amount of Qualified Substitute Mortgage Loans
pursuant to Section 2.03; and
(viii) all Prepayment Charges collected by the Master Servicer
and any Servicer Prepayment Charge Payment Amounts in connection with
the Principal Prepayment of any of the Mortgage Loans.
For purposes of the immediately preceding sentence, the
Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the date of substitution.
The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees (other than Prepayment Charges) need not be deposited
by the 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 the Credit Risk Manager Fee) for the related
Distribution Date then on deposit in the Collection Account, the amount of all
Prepayment Charges collected during the applicable Prepayment Period by the
Master Servicer and Servicer Prepayment Charge Payment Amounts in connection
with the Principal Prepayment of any of the Mortgage Loans then on deposit in
the Collection Account 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
the Administration Fee) 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;
(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 all
amounts received thereon subsequent to the date of purchase or
substitution, as the case may be;
(vi) to reimburse the Master Servicer for any P&I Advance
previously made which the Master Servicer has determined to be a
Nonrecoverable P&I Advance in accordance with the provisions of Section
4.03;
(vii) to reimburse the Master Servicer or the Depositor for
expenses incurred by or reimbursable to the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;
(viii) to reimburse the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, for expenses
reasonably incurred in respect of the breach or defect giving rise to
the purchase obligation under Section 2.03 or Section 2.04 of this
Agreement that were included in the Purchase Price of the Mortgage
Loan, including any expenses arising out of the enforcement of the
purchase obligation;
(ix) to pay, or to reimburse the Master Servicer for advances
in respect of expenses incurred in connection with any Mortgage Loan
pursuant to Section 3.16(b);
(x) to pay the Credit Risk Manager the Credit Risk Manager
Fee; and
(xi) to clear and terminate the Collection Account pursuant to
Section 9.01.
The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account, to the extent held by or
on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and
(ix) above. The Master Servicer shall provide written notification to the
Trustee, the Trust Administrator and the Paying Agent, on or prior to the next
succeeding Master Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vii) above.
(b) The Paying Agent shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:
(i) to make distributions to Certificateholders in accordance
with Section 4.01;
(ii) to pay to itself any interest income earned on funds
deposited in the Distribution Account pursuant to Section 3.12(c);
(iii) to reimburse the Trust Administrator or the Trustee
pursuant to Section 7.02;
(iv) to pay any amounts in respect of taxes pursuant to
10.01(g)(iii);
(v) to pay any Extraordinary Trust Fund Expenses;
(vi) to reimburse the Paying Agent or the Trustee for any P&I
Advance made by it under Section 7.01 (if not reimbursed by the Master
Servicer) to the same extent the Master Servicer would be entitled to
reimbursement under Section 3.11(a); and
(vii) to clear and terminate the Distribution Account pursuant
to Section 9.01.
SECTION 3.12 Investment of Funds in the Collection Account and
the Distribution Account.
(a) The Master Servicer may direct any depository institution
maintaining the Collection Account (for purposes of this Section 3.12, an
"Investment Account"), and the Paying Agent may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.12, also an "Investment Account"), to hold the funds in such Investment
Account uninvested or to invest the funds in such Investment Account in one or
more Permitted Investments specified in such instruction bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Paying Agent is the obligor thereon, and (ii) no later than the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Paying Agent is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trust
Administrator (in its capacity as such) or in the name of a nominee of the Trust
Administrator. The Trust Administrator shall be entitled to sole possession
(except with respect to investment direction of funds held in the Collection
Account and the Distribution Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trust Administrator or
its agent, together with any document of transfer necessary to transfer title to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:
(x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an amount equal
to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by a Responsible Officer of the Trust Administrator that
such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds
deposited in the Collection Account held by or on behalf of the Master Servicer,
shall be for the benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in
the Collection Account the amount of any loss of principal incurred in respect
of any such Permitted Investment made with funds in such accounts immediately
upon realization of such loss.
(c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by or on behalf of the Paying Agent,
shall be for the benefit of the Paying Agent and shall be subject to its
withdrawal at any time. The Paying Agent shall deposit in the Distribution
Account the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.
(d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.
SECTION 3.13 [Reserved].
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 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 ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, unless the Master Servicer has obtained a waiver
of such requirements from ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. The Master Servicer shall
provide the Trustee (upon the Trustee's reasonable request) with copies of any
such insurance policies and fidelity bond. The Master Servicer shall be deemed
to have complied with this provision if an Affiliate of the Master Servicer has
such errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer. Any such errors and omissions policy and fidelity bond
shall by its terms not be cancelable without thirty days' prior written notice
to the Trustee. The Master Servicer shall also cause each Sub-Servicer to
maintain a policy of insurance covering errors and omissions and a fidelity bond
which would meet such requirements.
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note and/or
the Mortgage), exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause, if any, applicable thereto; provided,
however, that the Master Servicer shall not exercise any such rights if
prohibited by law from doing so. 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 hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Master Servicer in respect of an assumption or
substitution of liability agreement will be retained by the Master Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement has
been completed by forwarding to the Custodian (with a copy to the Trustee) the
executed original of such substitution or assumption agreement, which document
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any assumption which the Master Servicer may be restricted by
law from preventing, for any reason whatever. For purposes of this Section 3.15,
the term "assumption" is deemed to also include a sale (of the Mortgaged
Property) subject to the Mortgage that is not accompanied by an assumption or
substitution of liability agreement.
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall, consistent with the servicing
standard set forth in Section 3.01, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.07. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses will be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.11 and Section 3.23. The foregoing is subject to the provision that,
in any case in which Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer shall not be required to expend its own
funds toward the restoration of such property unless it shall determine in its
discretion that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, with respect to any Mortgage Loan
as to which the Master Servicer has received actual notice of, or has actual
knowledge of, the presence of any toxic or hazardous substance on the related
Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee,
either (i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any
other action with respect to, such Mortgaged Property, if, as a result of any
such action, the Trustee, the Trust Fund, the Trust Administrator, the Master
Servicer or the Certificateholders would be considered to hold title to, to be a
"mortgagee-in- possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Master Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:
(1) such Mortgaged Property is in compliance with
applicable environmental laws or, if not, that it would be in
the best economic interest of the Trust Fund to take such
actions as are necessary to bring the Mortgaged Property into
compliance therewith; and
(2) there are no circumstances present at such
Mortgaged Property relating to the use, management or disposal
of any hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials for which investigation,
testing, monitoring, containment, clean-up or remediation
could be required under any federal, state or local law or
regulation, or that if any such materials are present for
which such action could be required, that it would be in the
best economic interest of the Trust Fund to take such actions
with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by
this Section 3.23 shall be advanced by the Master Servicer, subject to the
Master Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.11(a)(ix), such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.
If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(ix), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.
(c) [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 unpaid 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 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 insurance policy relating to the Mortgage Loans, the Custodian, on behalf of
the Trustee, shall, upon request of the Master Servicer and delivery to the
Custodian and the Trustee of a Request for Release in the form of Exhibit E-l,
release the related Mortgage File to the Master Servicer, and the Custodian, on
behalf of the Trustee, shall, at the direction of the Master Servicer, execute
such documents as shall be necessary to the prosecution of any such proceedings.
Such Request for Release shall obligate the Master Servicer to return each and
every document previously requested from the Mortgage File to the Custodian when
the need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Collection Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian, on behalf of the Trustee, a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.
Upon receipt of a certificate of a Servicing Officer stating that such Mortgage
Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan has become
an REO Property, a copy of the Request for Release shall be released by the
Custodian, on behalf of the Trustee, to the Master Servicer.
(c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Master Servicer any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.
SECTION 3.18 Servicing Compensation.
As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 (other than
Prepayment 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
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 ▇▇▇▇▇▇ Mae Monthly Accounting Report for its Guaranteed Mortgage
Pass-Through Program with appropriate additions and changes, and shall also
include information as to the aggregate of the outstanding principal balances of
all of the Mortgage Loans as of the last day of the calendar month immediately
preceding such Distribution Date. Copies of such statement shall be provided by
the Trust Administrator to the Certificates Registrar, and the Certificate
Registrar shall provide the same to any Certificateholder and to any Person
identified to the Certificate Registrar as a prospective transferee of a
Certificate, upon the request and at the expense of the requesting party,
provided such statement is delivered by the Master Servicer to the Trust
Administrator and by the Trust Administrator to the Certificate Registrar.
SECTION 3.20 Statement as to Compliance.
The Master Servicer shall deliver to the 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 31st 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 calendar 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
▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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.
SECTION 3.22 Access to Certain Documentation.
The Master Servicer shall provide to the Office of the
Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the documentation
regarding the Mortgage Loans required by applicable laws and regulations. Such
access shall be afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Master Servicer designated by
it. In addition, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations will be provided to such
Certificateholder, the Trustee, the Trust Administrator and to any Person
identified to the Master Servicer as a prospective transferee of a Certificate,
upon reasonable request during normal business hours at the offices of the
Master Servicer designated by it at the expense of the Person requesting such
access.
SECTION 3.23 Title, Management and Disposition of REO
Property.
(a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. The Master Servicer, on behalf of the Trust Fund, shall
either sell any REO Property before the close of the third taxable year
following the year the Trust Fund acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue
Service, no later than 60 days before the day on which the above three-year
grace period would otherwise expire, an extension of the above three-year grace
period, unless the Master Servicer shall have delivered to the Trustee, the
Trust Administrator and the Depositor an Opinion of Counsel, addressed to the
Trustee, the Trust Administrator and the Depositor, to the effect that the
holding by the Trust Fund of such REO Property subsequent to the close of the
third taxable year after its acquisition will not result in the imposition on
the Trust Fund of taxes on "prohibited transactions" thereof, as defined in
Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC
under Federal law at any time that any Certificates are outstanding. The Master
Servicer shall manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions.
(b) The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.
(c) The Master Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property as are consistent with
the manner in which the Master Servicer manages and operates similar property
owned by the Master Servicer or any of its Affiliates, all on such terms and for
such period as the Master Servicer deems to be in the best interests of
Certificateholders. In connection therewith, the Master Servicer shall deposit,
or cause to be deposited in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than two Business Days after the Master
Servicer's receipt thereof, and shall thereafter deposit in the REO Account, in
no event more than one Business Day after the deposit of such funds into the
clearing account, all revenues received by it with respect to an REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without limitation:
(i) all insurance premiums due and payable in respect of such
REO Property;
(ii) all real estate taxes and assessments in respect of such
REO Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO
Property.
To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Master
Servicer shall advance from its own funds such amount as is necessary for such
purposes if, but only if, the Master Servicer would make such advances if the
Master Servicer owned the REO Property and if in the Master Servicer's judgment,
the payment of such amounts will be recoverable from the rental or sale of the
REO Property.
Notwithstanding the foregoing, none of the Master Servicer,
the Trust Administrator or the Trustee shall:
(i) authorize the Trust Fund to enter into, renew or extend
any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from
Real Property;
(ii) authorize any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real
Property;
(iii) authorize any construction on any REO Property, other
than the completion of a building or other improvement thereon, and
then only if more than ten percent of the construction of such building
or other improvement was completed before default on the related
Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize any Person to Directly Operate any REO Property
on any date more than 90 days after its date of acquisition by the
Trust Fund;
unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trust Administrator and the Trustee, to the effect that
such action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take such
actions as are specified in such Opinion of Counsel.
The Master Servicer may contract with any Independent
Contractor for the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent herewith;
(ii) any such contract shall require, or shall be administered
to require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed above and remit all related revenues
(net of such costs and expenses) to the Master Servicer as soon as
practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.23(c) relating
to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Master Servicer of any of its
duties and obligations to the Trustee on behalf of the
Certificateholders with respect to the operation and management of any
such REO Property; and
(iv) the Master Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties
and obligations in connection with the operation and management of such
REO Property.
The Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In addition to the withdrawals permitted under Section
3.23(c), the Master Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees and unpaid 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 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.
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.
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 Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the terms
of the related Mortgage Note and this Agreement, the Master Servicer, upon
discovery or receipt of notice thereof, immediately shall deliver to the Paying
Agent for deposit in the Distribution Account from its own funds the amount of
any such shortfall and shall indemnify and hold harmless the Trust Fund, the
Trustee, the Trust Administrator, the Depositor and any successor master
servicer in respect of any such liability. Such indemnities shall survive the
termination or discharge of this Agreement. If amounts paid by the Master
Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are
subsequently recovered from the related Mortgagor, the Master Servicer shall be
permitted to reimburse itself for such amounts paid by it pursuant to this
Section 3.25 from such recoveries.
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, first, withdraw from the
Distribution Account an amount equal to the Credit Risk Manager Fee for such
Distribution Date and shall pay such amount to the Credit Risk Manager and,
second, withdraw from the Distribution Account an amount equal to the Available
Distribution Amount for such Distribution Date and shall distribute the
following amounts, in the following order of priority:
(I) On each Distribution Date, the Group I Interest Remittance
Amount shall be distributed to the Certificateholders in the following order of
priority:
(i) concurrently, to the Holders of each Class of Group I
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amounts related to such
Certificates; and
(ii) concurrently, to the Holders of each Class of Group II
Certificates and each Class of Group III Certificates, on a PRO RATA
basis based on the entitlement of each such Class, the Senior Interest
Distribution Amount for each such Class, remaining undistributed after
the distribution of the Group II Interest Remittance Amount and the
Group III Interest Remittance Amount, as set forth in Section
4.01(a)(1)(II)(i) and Section 4.01(a)(1)(III)(i) below.
(II) On each Distribution Date, the Group II Interest
Remittance Amount shall be distributed to the Certificateholders in the
following order of priority:
(i) concurrently, to the Holders of each Class of Group II
Certificates, the Senior Interest Distribution Amount related to such
Certificates; and
(ii) concurrently, to the Holders of each Class of Group I
Certificates and Group III Certificates, on a PRO RATA basis based on
the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class, remaining undistributed after the
distribution of the Group I Interest Remittance Amount and the Group
III Interest Remittance Amount, as set forth in Section
4.01(a)(1)(I)(i) above and Section 4.01(a)(1)(III)(i) below.
(III) On each Distribution Date, the Group III Interest
Remittance Amount shall be distributed to the Certificateholders in the
following order of priority::
(i) concurrently, to the Holders of each Class of Group III
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amounts related to such
Certificates; and
(ii) concurrently, to the Holders of each Class of Group I
Certificates and Group II Certificates, on a PRO RATA basis based on
the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class, remaining undistributed after the
distribution of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount, as set forth in Section 4.01(a)(1)(I)(i)
and Section 4.01(a)(1)(II)(i) above.
(IV) On each Distribution Date, following the distributions
made pursuant to Section 4.01(a)(1)(I), (II) and (III) above, any remaining
Group I Interest Remittance Amount, Group II Interest Remittance Amount and
Group III Interest Remittance Amount will be distributed sequentially to the
Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, in an amount equal to the
Interest Distribution Amount for each such Class.
(2)(I) On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, the Group I Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates (allocated
among the Classes of Group I Certificates in the priority described in
Section 4.01(a)(4) below), until the Certificate Principal Balances of
such Classes have been reduced to zero; and
(ii) concurrently, to the Holders of the Group II Certificates
and the Group III Certificates (allocated among the Classes of Group
III Certificates in the priority described in Section 4.01(a)(4)
below), on a PRO RATA basis based on the aggregate Certificate
Principal Balance of each such group, after taking into account the
distribution of the Group II Principal Distribution Amount and the
Group III Principal Distribution Amount, as described in Section
4.01(a)(2)(II) and Section 4.01(a)(2)(III) below, until the Certificate
Principal Balances of such Classes have been reduced to zero.
(II) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, the Group II Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates, until the
Certificate Principal Balance of such Class has been reduced to zero;
and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(4) below) and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority
described in Section 4.01(a)(4) below), on a PRO RATA basis based on
the aggregate Certificate Principal Balance of each such group, after
taking into account the distribution of the Group I Principal
Distribution Amount and the Group III Principal Distribution Amount, as
described in Section 4.01(a)(2)(I) above and Section 4.01(a)(2)(III)
below, until the Certificate Principal Balances of such Classes have
been reduced to zero.
(III) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, the Group III Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group III Certificates (allocated
among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), until the Certificate Principal Balances
of such Classes have been reduced to zero; and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(4) below) and the Group II Certificates,
on a PRO RATA basis based on the aggregate Certificate Principal
Balance of each such group, after taking into account the distribution
of the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount, as described in Section 4.01(a)(2)(I) and Section
4.01(a)(2)(II) above, until the Certificate Principal Balances of such
Classes have been reduced to zero.
(IV) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, the sum of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III Principal Distribution Amount remaining undistributed for such Distribution
Date shall be distributed sequentially to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.
(V) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the Group I Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates (allocated
among the Classes of Group I Certificates in the priority described in
Section 4.01(a)(4) below), the Group I Senior Principal Distribution
Amount, until the Certificate Principal Balances of such Classes have
been reduced to zero; and
(ii) concurrently, to the Holders of the Group II Certificates
and the Group III Certificates (allocated among the Classes of Group
III Certificates in the priority described in Section 4.01(a)(4)
below), on a PRO RATA basis based on the remaining undistributed Group
II Senior Principal Distribution Amount and Group III Senior Principal
Distribution Amount, after taking into account the distribution of the
Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, as described in Section 4.01(a)(2)(VI)(i) and
Section 4.01(a)(2)(VII)(i) below, up to an amount equal to the Group II
Senior Principal Distribution Amount and the Group III Senior Principal
Distribution Amount remaining undistributed, until the Certificate
Principal Balances of such Classes have been reduced to zero.
(VI) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the Group II Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates, the Group II
Senior Principal Distribution Amount, until the Certificate Principal
Balance of such Class has been reduced to zero; and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(4) below) and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority
described in Section 4.01(a)(4) below), on a PRO RATA basis based on
the remaining undistributed Group I Senior Principal Distribution
Amount and Group III Senior Principal Distribution Amount, after taking
into account the distribution of the Group I Principal Distribution
Amount and the Group III Principal Distribution Amount, as described in
Section 4.01(a)(2)(V)(i) above and Section 4.01(a)(2)(VII)(i) below, up
to an amount equal to the Group I Senior Principal Distribution Amount
and the Group III Senior Principal Distribution Amount remaining
undistributed, until the Certificate Principal Balances of such Classes
have been reduced to zero.
(VII) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the Group III Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group III Certificates (allocated
among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), the Group III Senior Principal
Distribution Amount, until the Certificate Principal Balances of such
Classes have been reduced to zero; and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(4) below) and the Group II Certificates
(allocated among the Classes of Group II Certificates in the priority
described in Section 4.01(a)(4) below), on a PRO RATA basis based on
the remaining undistributed Group I Senior Principal Distribution
Amount and Group II Senior Principal Distribution Amount, after taking
into account the distribution of the Group I Principal Distribution
Amount and the Group II Principal Distribution Amount, as described in
Section 4.01(a)(2)(V)(i) and Section 4.01(a)(2)(VI)(i) above, up to an
amount equal to the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount remaining
undistributed, until the Certificate Principal Balances of such Classes
have been reduced to zero.
(VIII) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the sum of the Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and
the Group III Principal Distribution Amount remaining undistributed for such
Distribution Date shall be distributed in the following order of priority:
(i) to the Holders of the Class M-1 Certificates, the Class
M-1 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(ii) to the Holders of the Class M-2 Certificates, the Class
M-2 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(iii) to the Holders of the Class M-3 Certificates, the Class
M-3 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(iv) to the Holders of the Class M-4 Certificates, the Class
M-4 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(v) to the Holders of the Class M-5 Certificates, the Class
M-5 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(vi) to the Holders of the Class M-6 Certificates, the Class
M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(vii) to the Holders of the Class M-7 Certificates, the Class
M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;
(viii) to the Holders of the Class M-8 Certificates, the Class
M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero; and
(ix) to the Holders of the Class M-9 Certificates, the Class
M-9 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero.
(3) On each Distribution Date, the Net Monthly Excess Cashflow
shall be distributed by the Paying Agent as follows:
(i) to the Holders of the Class or Classes of Certificates
then entitled to receive distributions in respect of principal, as part
of the Principal Distribution Amount in an amount equal to the
Overcollateralization Increase Amount for the Certificates,
distributable as part of the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal
Distribution Amount;
(ii) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates in that order, in each case, in an amount equal
to the Interest Carry Forward Amount allocable to such Class of
Certificates;
(iii) sequentially to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates, in that order, in each case up to the related
Allocated Realized Loss Amount related to each such Class of
Certificates for such Distribution Date;
(iv) to the Net WAC Rate Carryover Reserve Account, the amount
by which any Net WAC Rate Carryover Amounts for the Floating Rate
Certificates for such Distribution Date exceed amounts received under
the Cap Contracts for such Distribution Date;
(v) to cover any Prepayment Interest Shortfalls on the HomEq
Mortgage Loans that were subject to a voluntary Principal Prepayment in
full between the Cut-off Date through and including the Closing Date;
(vi) to the Holders of the Class CE Certificates, (a) the
Interest Distribution Amount and any Overcollateralization Reduction
Amount for such Distribution Date and (b) on any Distribution Date on
which the aggregate Certificate Principal Balance of the Floating Rate
Certificates have been reduced to zero, any remaining amounts in
reduction of the Certificate Principal Balance of the Class CE
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(vii) to the Holders of the Class R Certificates, any
remaining amounts; provided that if such Distribution Date is the
Distribution Date immediately following the expiration of the latest
Prepayment Charge term on a Mortgage Loan as identified on the Mortgage
Loan Schedule or any Distribution Date thereafter, then any such
remaining amounts will be distributed first, to the Holders of the
Class P Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; and second, to the Holders of the Class R
Certificates.
(4) With respect to the Group I Certificates, all principal
distributions will be distributed concurrently to the Class A-1A and Class A-1B
Certificates on a PRO RATA basis based on the Certificate Principal Balance of
each such Class, with the exception that on any Distribution Date on which the
aggregate Certificate Principal Balance of the Mezzanine Certificates and the
Class CE Certificates has been reduced to zero, principal distributions will be
allocated sequentially, to the Class A-1A and Class A-1B Certificates, in that
order, until their respective Certificate Principal Balances have been reduced
to zero.
With respect to the Group III Certificates, all principal
distributions will be distributed sequentially, to the Class A-3A, Class A-3B,
Class A-3C and Class A-3D Certificates, in that order, until their respective
Certificate Principal Balances have been reduced to zero, with the exception
that on any Distribution Date on which the aggregate Certificate Principal
Balance of the Mezzanine Certificates and the Class CE Certificates has been
reduced to zero, principal distributions will be allocated concurrently, to the
Class A-3A, Class A-3B, Class A-3C and Class A-3D Certificates, a PRO RATA basis
based on the Certificate Principal Balance of each such Class, until their
respective Certificate Principal Balances have been reduced to zero.
(5) On each Distribution Date, after making the distributions
of the Available Distribution Amount as set forth above, the Paying Agent will
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount in the following
order of priority:
(i) concurrently, to the Holders of each Class of Group I
Certificates, on a PRO RATA basis based on the Net WAC Rate Carryover
Amount for each such Class, from amounts on deposit in the Net WAC Rate
Carryover Reserve Account received by the Paying Agent under the Group
I Cap Contract, the Net WAC Rate Carryover Amount, if any, for such
Class for such Distribution Date;
(ii) to the Holders of the Group II Certificates, from amounts
on deposit in the Net WAC Rate Carryover Reserve Account received by
the Paying Agent under the Group II Cap Contract, the Net WAC Rate
Carryover Amount, if any, for such Class for such Distribution Date;
(iii) concurrently, to the Holders of each Class of Group III
Certificates, on a PRO RATA basis based on the Net WAC Rate Carryover
Amount for each such Class, from amounts on deposit in the Net WAC Rate
Carryover Reserve Account received by the Paying Agent under the Group
III Cap Contract, the Net WAC Rate Carryover Amount, if any, for such
Class for such Distribution Date;
(iv) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates, in that order, from amounts on deposit in the
Net WAC Rate Carryover Reserve Account received by the Paying Agent
under the Mezzanine Cap Contract, the Net WAC Rate Carryover Amount, if
any, for such Class for such Distribution Date;
(v) concurrently, to the Holders of each Class of Class A
Certificates, on a PRO RATA basis based on the remaining Net WAC Rate
Carryover Amount for each such Class, from remaining amounts withdrawn
from the Net WAC Rate Carryover Reserve Account from Net Monthly Excess
Cashflow, the Net WAC Rate Carryover Amount, if any, for such Class for
such Distribution Date; and
(vi) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates, in that order, from remaining amounts withdrawn
from the Net WAC Rate Carryover Reserve Account from Net Monthly Excess
Cashflow, the Net WAC Rate Carryover Amount, if any, for such Class for
such Distribution Date.
(6) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class R-I Interest, as the case
may be:
(i) to Holders of REMIC Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I
Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I
Regular Interest I-LTZZ, in an amount equal to (A) the Uncertificated
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Interest in respect of REMIC I Regular
Interest I-LTZZ shall be reduced when the sum of the REMIC I
Overcollateralized Amount is less than the REMIC I Required
Overcollateralized Amount, by the lesser of (x) the amount of such
difference and (y) the Maximum I-LTZZ Uncertificated Interest Deferral
Amount and such amounts will be payable to the Holders of REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I
Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9, in the
same proportion as the Overcollateralization Increase Amount is
allocated to the Corresponding Certificates and the Uncertificated
Balance of REMIC I Regular Interest I-LTZZ shall be increased by such
amount;
(ii) to Holders of REMIC I Regular Interest I-LT1SUB, REMIC I
Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I
Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC I
Regular Interest I-LT3GRP and REMIC I Regular Interest I-LTXX, PRO
RATA, in an amount equal to (A) the Uncertificated Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates;
(iii) to the Holders of REMIC I Regular Interests, in an
amount equal to the remainder of the REMIC I Marker Allocation
Percentage of the Available Distribution Amount for such Distribution
Date after the distributions made pursuant to clause (i) above,
allocated as follows:
(a) 98.00% of such remainder (less the amount payable
in clause (v) below) to the Holders of REMIC I Regular
Interest I-LTAA, until the Uncertificated Balance of such
REMIC I Regular Interest is reduced to zero;
(b) 2.00% of such remainder (less the amount payable
in clause (v) below) first, to the Holders of REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8 and REMIC I Regular Interest I-LTM9, and in
the same proportion as principal payments are allocated to the
Corresponding Certificates, until the Uncertificated Balances
of such REMIC I Regular Interests are reduced to zero and
second, to the Holders of REMIC I Regular Interest I-LTZZ,
until the Uncertificated Balance of such REMIC I Regular
Interest is reduced to zero; then
(c) to the Holders of REMIC I Regular Interest I-LTP,
on the Distribution Date immediately following the expiration
of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause; and
(iv) to the Holders of REMIC I Regular Interests, in an amount
equal to the remainder of the REMIC I Sub WAC Allocation Percentage of
Available Funds for such Distribution Date after the distributions made
pursuant to clause (ii) above, and such that distributions of principal
shall be deemed to be made to the REMIC I Regular Interests first, so
as to keep the Uncertificated Balance of each REMIC I Regular Interest
ending with the designation "GRP" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC I Regular Interest ending with the
designation "SUB," so that the Uncertificated Balance of each such
REMIC I Regular Interest is equal to 0.01% of the excess of (x) the
aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Certificate Principal Balance of the
Class A Certificate in the related Loan Group (except that if any such
excess is a larger number than in the preceding distribution period,
the least amount of principal shall be distributed to such REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining principal to REMIC I Regular
Interest I-LTXX.
(v) any remaining amount to the Holders of the Class R
Certificates (as Holder of the Class R-I Interest).
(b) On each Distribution Date, the Paying Agent shall withdraw
any amounts then on deposit in the Distribution Account that represent
Prepayment Charges collected by the Master Servicer or any Sub-Servicer in
connection with the Principal Prepayment of any of the Mortgage Loans or any
Servicer Prepayment Charge Payment Amount and shall distribute such amounts to
the Holders of the Class P Certificates. Such distributions shall not be applied
to reduce the Certificate Principal Balance of the Class P Certificates.
Following the foregoing distributions, an amount equal to the
amount of Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the Highest Priority up to
the extent of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. An amount equal to the amount of any
remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates will not be
entitled to any distribution in respect of interest on the amount of such
increases for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.
(c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and with respect to any Class of Certificates other
than the Residual Certificates is the registered owner of Certificates having an
initial aggregate Certificate Principal Balance that is in excess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust Office
of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.
Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the Depositor, the
Trustee, the Trust Administrator, the Authenticating Agent, the Paying Agent,
the Certificate Registrar or the Master Servicer shall in any way be responsible
or liable to the Holders of any other Class of Certificates in respect of
amounts properly previously distributed on the Certificates.
(e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall so timely advise the Paying Agent and the Paying Agent
shall, no later than five days after the latest related Determination Date, mail
on such date to each Holder of such Class of Certificates a notice to the effect
that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date, but only upon presentation and surrender of such Certificates at
the office of the Certificate Registrar therein specified, 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 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 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).
(f) Notwithstanding anything to the contrary herein, (i) in no
event shall the Certificate Principal Balance of a Class A Certificate or a
Mezzanine Certificate be reduced more than once in respect of any particular
amount allocated to such Certificate in respect of Realized Losses pursuant to
Section 4.04 and (ii) in no event shall the Uncertificated Balance of a REMIC
Regular Interest be reduced more than once in respect of any particular amount
both (a) allocated to such REMIC Regular Interest in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed on such REMIC Regular Interest in
reduction of the Uncertificated Balance thereof pursuant to this Section 4.01.
SECTION 4.02 Statements to Certificateholders.
On each Distribution Date, the Trust Administrator shall
prepare and make available 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 and the amount of the distribution made on such Distribution
Date to the Holders of the Class P Certificates allocable to Prepayment
Charges;
(ii) the amount of the distribution made on such Distribution
Date to the Holders of Certificates of each such Class allocable to
interest;
(iii) the aggregate amount of 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) the aggregate amount of P&I Advances for such
Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Properties at the close of business on such
Distribution Date;
(vi) the number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the related Due Date;
(vii) the number and aggregate unpaid principal balance of
Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60
to 89 days, (c) delinquent 90 or more days in each case, as of the last
day of the preceding calendar month, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with
respect to whom bankruptcy protection is in force;
(viii) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number of such
Mortgage Loan, the unpaid principal balance and the Stated Principal
Balance of such Mortgage Loan as of the date it became an REO Property;
(ix) the book value and the Stated Principal Balance of any
REO Property as of the close of business on the last Business Day of
the calendar month preceding the Distribution Date;
(x) the aggregate amount of Principal Prepayments made during
the related Prepayment Period;
(xi) the aggregate amount of Realized Losses incurred during
the related Prepayment Period (or, in the case of Bankruptcy Losses
allocable to interest, during the related Due Period), separately
identifying whether such Realized Losses constituted Bankruptcy Losses;
(xii) 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, after giving effect to the distributions,
and allocations of Realized Losses and Extraordinary Trust Fund
Expenses, made on such Distribution Date, separately identifying any
reduction thereof due to allocations of Realized Losses and
Extraordinary Trust Fund Expenses;
(xiv) 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 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) 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) the aggregate amount of Relief Act Interest Shortfalls
for such Distribution Date;
(xviii) reserved;
(xix) with respect to any Mortgage Loan as to which
foreclosure proceedings have been concluded, the loan number and unpaid
principal balance of such Mortgage Loan as of the date of such
conclusion of foreclosure proceedings;
(xx) with respect to Mortgage Loans as to which a Final
Liquidation has occurred, the number of Mortgage Loans, the unpaid
principal balance of such Mortgage Loans as of the date of such Final
Liquidation and the amount of proceeds (including Liquidation Proceeds
and Insurance Proceeds) collected in respect of such Mortgage Loans;
(xxi) any Allocated Realized Loss Amount with respect to each
Class of Certificates for such Distribution Date;
(xxii) the amounts deposited into the Net WAC Rate Carryover
Reserve Account for such Distribution Date, the amounts withdrawn from
such account and distributed to each Class of Certificates, and the
amounts remaining on deposit in such account after all deposits into
and withdrawals from such account on such Distribution Date; and
(xxiii) the Net WAC Rate Carryover Amounts for each Class of
Certificates, if any, for such Distribution Date and the amounts
remaining unpaid after reimbursements therefor on such Distribution
Date.
In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.
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, the Master Servicer and the Credit Risk Manager, a copy of the
reports forwarded to the Regular Certificateholders on such Distribution Date
and a statement setting forth the amounts, if any, actually distributed with
respect to the Residual Certificates, respectively, on such Distribution Date.
Within a reasonable period of time after the end of each
calendar year, the Paying Agent shall forward to each Person (with a copy to the
Trust Administrator and the Trustee) who at any time during the calendar year
was a Holder of a Residual Certificate a statement setting forth the amount, if
any, actually distributed with respect to the Residual Certificates, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Paying
Agent shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Trust Administrator and
furnished by the Paying Agent to such Holders pursuant to the rules and
regulations of the Code as are in force from time to time.
Upon request, the Paying Agent shall forward to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Paying Agent's duties are limited to the
extent that the Paying Agent receives timely reports as required from the Trust
Administrator and the Master Servicer and that the Trust Administrator receives
timely reports as required from the Master Servicer.
On each Distribution Date, the Trust Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") (1) CUSIP level factors
for each class of Certificates as of such Distribution Date and (2) the number
and aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
each case, as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
SECTION 4.03 Remittance Reports; P&I Advances.
(a) On the second Business Day prior to the related
Distribution Date, the Master Servicer shall deliver to the Trust Administrator,
the Paying Agent and the Trustee by telecopy (or by such other means as the
Master Servicer, the Paying Agent and the Trust Administrator and the Trustee
may agree from time to time) a Remittance Report with respect to the related
Distribution Date. Such Remittance Report will include (i) the amount of P&I
Advances to be made by the Master Servicer in respect of the related
Distribution Date, the aggregate amount of P&I Advances outstanding after giving
effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I
Advances in respect of such Distribution Date and (ii) such other information
with respect to the Mortgage Loans as the Trust Administrator or the Paying
Agent may reasonably require to perform the calculations necessary for the
Paying Agent to make the distributions contemplated by Section 4.01 and for the
Trust Administrator to prepare the statements to Certificateholders contemplated
by Section 4.02; provided, however, that if the Master Servicer is not the Trust
Administrator, the Master Servicer will forward to the successor Trust
Administrator the information set forth in clause (i) above on the next Business
Day following the latest related Determination Date and the information set
forth in clause (ii) above on the fifth Business Day following the last day of
the related calendar month. Neither the Trustee, the Paying Agent nor the Trust
Administrator shall be responsible to recompute, recalculate or verify any
information provided to it by the Master Servicer.
(b) The amount of P&I Advances to be made by the Master
Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the
sum of (i) the aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee 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; provided however, that with respect to any Balloon Mortgage
Loan that is delinquent on its maturity date, the Master Servicer will not be
required to advance the related Balloon Payment but will be required to continue
to make Advances in accordance with this Section 4.03(b) with respect to such
Balloon Mortgage Loan in an amount equal to an assumed scheduled interest that
would otherwise be due based on the original amortization schedule for that
Balloon Mortgage Loan (with each interest portion thereof net of the related
Servicing Fee and the related Administration Fee) 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.
(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, the Credit Risk Manager 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 Bankruptcy 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 shall be
allocated by the Paying Agent on each Distribution Date as follows: first, to
the Interest Distribution Amount for the Class CE Certificates for the related
Interest Accrual Period; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, fourth, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, fifth, to the Class M-7
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; seventh, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-2 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero and eleventh, to the Class M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
Any allocation of Realized Losses to a Mezzanine Certificate
on any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated and any allocation of Realized Losses
to a Class CE Certificates shall be made by reducing the amount otherwise
payable in respect thereof pursuant to Section 4.01(a)(3). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the Class
A Certificates or the Class P Certificates.
(c) The REMIC I Marker Allocation Percentage of all Realized
Losses on the Mortgage Loans shall be allocated by the Paying Agent on each
Distribution Date to the following REMIC I Regular Interests in the specified
percentages, as follows: first, to Uncertificated Interest payable to the REMIC
I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%,
respectively; second, to the Uncertificated Balances of the REMIC I Regular
Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively;
third, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC
I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM9 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM8 has been reduced to zero; fifth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM6 has been reduced to zero; seventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM2 has been reduced to zero and eleventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.
The REMIC I Sub WAC Allocation Percentage of all Realized
Losses shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Balance of each REMIC
I Regular Interest ending with the designation "GRP" equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC I Regular Interest ending with the designation
"SUB," so that the Uncertificated Balance of each such REMIC I Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining Realized Losses shall be allocated to
REMIC I Regular Interest I-LTXX.
SECTION 4.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
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 Net WAC Rate Carryover Reserve Account.
(a) No later than the Closing Date, the Paying Agent shall
establish and maintain a separate, segregated trust account titled, "Net WAC
Rate Carryover Reserve Account, Citibank, N.A., as Paying Agent, in trust for
the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed
Pass-Through Certificates, Series 2005-HE1."
(b) On each Distribution Date, the Paying Agent has been
directed by the Class CE Certificateholders to, and therefore shall, deposit
into the Net WAC Rate Carryover Reserve Account the amount by which any Net WAC
Rate Carryover Amounts for such Distribution Date exceed the amounts received by
the Paying Agent under the Cap Contracts, rather than distributing such amounts
to the Class CE Certificateholders. On each such Distribution Date, the Paying
Agent shall hold all such amounts for the benefit of the Holders of the Floating
Rate Certificates, and shall distribute the aggregate Net WAC Rate Carryover
Amount, if any, for such Distribution Date from the Net WAC Rate Carryover
Reserve Account to the Holders of the Floating Rate Certificates in the amounts
and priorities set forth in Section 4.01(g).
On each Distribution Date, after the payment of any Net WAC
Rate Carryover Amounts on the Floating Rate Certificates, any amounts remaining
in the Net WAC Rate Carryover Reserve Account (representing payments received by
the Paying Agent under the Cap Contracts), shall be payable to the Paying Agent
as additional compensation to it, subject to the immediately following
paragraph.
(c) For federal and state income tax purposes, the Class CE
Certificateholders shall be deemed to be the owners of the Net WAC Rate
Carryover Reserve Account and all amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC II to
the Holders of the Class CE Certificates. Upon the termination of the Trust
Fund, or the payment in full of the Floating Rate Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be
released by the Trust Fund and distributed to the Class CE Certificateholders or
their designees. The Net WAC Rate Carryover Reserve Account shall be part of the
Trust Fund but not part of any Trust REMIC and any payments to the Holders of
the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be
payments with respect to a "regular interest" in a REMIC within the meaning of
Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Paying Agent, and the Paying Agent
is hereby is directed, to deposit into the Net WAC Rate Carryover Reserve
Account the amounts described above on each Distribution Date rather than
distributing such amounts to the Class CE Certificateholders. By accepting a
Class CE Certificate, each Class CE Certificateholder further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
(e) All amounts on deposit in the Net WAC Rate Carryover
Reserve Account shall remain uninvested.
(f) For federal tax return and information reporting, the
right of the Holders of the Floating Rate Certificates to receive payments from
the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate
Carryover Amount shall be assigned a value of 32,000 (with respect to the Group
I Certificates), 27,000 (with respect to the Group II Certificates), 65,000
(with respect to the Group III Certificates) and 143,000 (with respect to the
Mezzanine Certificates).
SECTION 4.07 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 ("▇▇▇▇▇"),
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
4.07; 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 4.07 shall not be reimbursable from the Trust Fund.
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-5. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.
Upon original issue, the Certificates shall be executed by the
Paying Agent and delivered by the Authenticating Agent to or upon the order of
the Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Paying Agent by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Paying Agent shall bind the Paying Agent,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the execution, authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
(b) The Book-Entry Certificates shall initially be issued as
one or more Certificates held by Book-Entry Custodian or, if appointed to hold
such Certificates as provided below, the Depository and registered in the name
of the Depository or its nominee and, except as provided below, registration of
such Certificates may not be transferred by the Certificate Registrar except to
another Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to definitive, fully registered Certificates
("Definitive Certificates") in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book- Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Paying Agent is hereby initially appointed
as the Book-Entry Custodian and hereby agrees to act as such in accordance
herewith and in accordance with the agreement that it has with the Depository
authorizing it to act as such. The Book-Entry Custodian may, and if it is no
longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a
written instrument delivered to the Depositor, the Master Servicer and the Trust
Administrator and any other transfer agent (including the Depository or any
successor Depository) to act as Book-Entry Custodian under such conditions as
the predecessor Book-Entry Custodian and the Depository or any successor
Depository may prescribe, provided that the predecessor Book-Entry Custodian
shall not be relieved of any of its duties or responsibilities by reason of any
such appointment of other than the Depository. If the Paying Agent resigns or is
removed in accordance with the terms hereof, the successor Paying Agent or, if
it so elects, the Depository shall immediately succeed to its predecessor's
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates by the
Book-Entry Custodian.
The Trustee, the Trust Administrator, the Master Servicer, the
Paying Agent, the Authenticating Agent, the Certificate Registrar and the
Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Paying Agent may establish a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.
If (i)(A) the Depositor advises the Trust Administrator, the
Paying Agent and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository,
and (B) the Depositor is unable to locate a qualified successor or (ii) after
the occurrence of a Master Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests of
the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and
the Certificate Registrar through the Depository, in writing, that the
continuation of a book-entry system through the Depository is no longer in the
best interests of the Certificate Owners, the Certificate Registrar shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $25,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $25,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
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 effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer by an
Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer of
any such Class CE, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under the
Indenture to the Depositor or an Affiliate of the Depositor), the Trustee shall
require receipt of: (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Trustee, the Trust Administrator, the 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 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 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.
Notwithstanding the foregoing, in the event of any such
transfer of any Ownership Interest in any Private Certificate that is a
Book-Entry Certificate, except with respect to the initial transfer of any such
Ownership Interest by the Depositor, such transfer shall be required to be made
in reliance upon Rule 144A under the 1933 Act, and the transferee will be deemed
to have made each of the transferee representations and warranties set forth
Exhibit F-1 hereto in respect of such interest as if it was evidenced by a
Definitive Certificate. The Certificate Owner of any such Ownership Interest in
any such Book-Entry Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 5.02(b) will be required in connection with
the transfer, on the Closing Date, of any Residual Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.
No transfer of a Private Certificate or any interest therein
shall be made to any Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101 ("Plan
Assets"), as certified by such transferee in the form of Exhibit G, unless, (i)
in the case of a Class CE Certificate, a Class P Certificate or Residual
Certificate, the 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 of such Certificates is
permissible under ERISA and the Code, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificae
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 or (ii) in the case of a Class M-8 Certificate or
Class M-9 Certificate, (1) such Person is an insurance company, (2) the source
of funds used to acquire or hold the Certificate or interest therein is an
"insurance company general account," as such term is defined in Prohibited
Transaction Class Exemption ("PTCE") 95-60 and (3) the conditions in Sections I
and III of PTCE 95-60 have been satisfied. Neither a certification nor an
Opinion of Counsel will be required in connection with (i) the initial transfer
of any such Certificate by the Depositor to an Affiliate of the Depositor or, in
the case of the Residual Certificates, the first transfer by an Affiliate of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Class CE, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor (in which case,
the Depositor or any Affiliate thereof shall have deemed to have represented
that such Affiliate is not a Plan or a Person investing Plan Assets) and the
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.
Each beneficial owner of a Mezzanine Certificate (other than a
Class M-8 Certificate or Class M-9 Certificate) or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan investor, (ii)
it has acquired and is holding such Mezzanine Certificate in reliance on the
Underwriters' Exemption, and that it understands that there are certain
conditions to the availability of the Underwriters' Exemption, including that
such Mezzanine Certificate must be rated, at the time of purchase, not lower
than "BBB-" (or its equivalent) by S&P, ▇▇▇▇▇'▇ or Fitch and the Certificates
are so rated or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the Certificate or interest therein is an "insurance
company general account," as such term is defined in PTCE 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
If any Private Certificate or Mezzanine Certificate or any
interest therein is acquired or held in violation of the provisions of the
preceding two paragraphs, the next preceding permitted beneficial owner will be
treated as the beneficial owner of that Certificate retroactive to the date of
transfer to the purported beneficial owner. Any purported beneficial owner whose
acquisition or holding of any such Certificate or interest therein was effected
in violation of the provisions of the preceding two paragraphs shall indemnify
and hold harmless the Depositor, the 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.
(c) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Paying Agent or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Certificate Registrar
of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate, the Certificate
Registrar shall require delivery to it and shall not register
the Transfer of any Residual Certificate until its receipt of
an affidavit and agreement (a "Transfer Affidavit and
Agreement"), in the form attached hereto as Exhibit F-2, from
the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among
other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the
Residual Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person that is
not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor
to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(d) and agrees to be bound by
them.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Certificate
Registrar who is assigned to this transaction has actual
knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Residual
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Residual Certificate and (y) not to transfer its
Ownership Interest unless it provides a transferor affidavit
(a "Transferor Affidavit"), in the form attached hereto as
Exhibit F-2, to the Certificate Registrar stating that, among
other things, it has no actual knowledge that such other
Person is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership
Interest in a Residual Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Certificate
Registrar written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury regulation
Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Residual Certificate, if it is, or is
holding an Ownership Interest in a Residual Certificate on
behalf of, a "pass-through interest holder."
(ii) The Certificate Registrar will register the Transfer of
any Residual Certificate only if it shall have received the Transfer
Affidavit and Agreement and all of such other documents as shall have
been reasonably required by the Certificate Registrar as a condition to
such registration. In addition, no Transfer of a Residual Certificate
shall be made unless the Certificate Registrar shall have received a
representation letter from the Transferee of such Certificate to the
effect that such Transferee is a Permitted Transferee.
(iii) (A) If any purported Transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights as Holder
thereof retroactive to the date of registration of such Transfer of
such Residual Certificate. The Certificate Registrar shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 5.02(d) or
for making any payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the
provisions of this Agreement.
(A) If any purported Transferee shall become a Holder
of a Residual Certificate in violation of the restrictions in
this Section 5.02(d) and to the extent that the retroactive
restoration of the rights of the Holder of such Residual
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Certificate
Registrar shall have the right, without notice to the Holder
or any prior Holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the
Certificate Registrar on such terms as the Certificate
Registrar may choose. Such purported Transferee shall promptly
endorse and deliver each Residual Certificate in accordance
with the instructions of the Certificate Registrar. Such
purchaser may be the Certificate Registrar itself or any
Affiliate of the Certificate Registrar. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates),
expenses and taxes due, if any, will be remitted by the
Certificate Registrar to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Certificate
Registrar, and the Certificate Registrar shall not be liable
to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The Trust Administrator and the Certificate Registrar
shall make available to the Internal Revenue Service and those Persons
specified by the REMIC Provisions all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is a Disqualified
Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to
the "excess inclusions" of such Residual Certificate and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Residual Certificate having as among its record holders at any
time any Person which is a Disqualified Organization. Reasonable
compensation for providing such information may be accepted by the
Trust Administrator and the Certificate Registrar.
(v) The provisions of this Section 5.02(d) set forth prior to
this subsection (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trust Administrator and the
Certificate Registrar at the expense of the party seeking to modify,
add to or eliminate any such provision the following:
(A) written notification from the Rating Agencies to
the effect that the modification, addition to or elimination
of such provisions will not cause the Rating Agencies to
downgrade its then-current ratings of any Class of
Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Certificate Registrar and the Trust
Administrator, to the effect that such modification of,
addition to or elimination of such provisions will not cause
any Trust REMIC to cease to qualify as a REMIC and will not
cause (x) any Trust REMIC to be subject to an entity-level tax
caused by the Transfer of any Residual Certificate to a Person
that is not a Permitted Transferee or (y) a Person other than
the prospective transferee to be subject to a REMIC-tax caused
by the Transfer of a Residual Certificate to a Person that is
not a Permitted Transferee.
(d) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Certificate Registrar maintained for such purpose pursuant to Section 8.12, the
Certificate Registrar shall give notice of such surrender to the Paying Agent
and the Authenticating Agent. Upon receipt of such notice, the Paying Agent
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated Transferee or Transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.
(e) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the 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.
(f) 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.
(g) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Certificate Registrar in accordance with
its customary procedures.
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Trustee and the Trust
Administrator such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of actual knowledge by the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Paying Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and of like denomination
and Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04 Persons Deemed Owners.
The Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Certificate Registrar, the Authenticating Agent, the Paying
Agent and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the
Trust Administrator, the Certificate Registrar, the Authenticating Agent, the
Paying Agent or any agent of any of them shall be affected by notice to the
contrary.
SECTION 5.05 Certain Available Information.
The Paying Agent shall maintain at its Corporate Trust Office
and shall make available free of charge during normal business hours for review
by any Holder of a Certificate or any Person identified to the Paying Agent as a
prospective transferee of a Certificate, originals or copies of the following
items: (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trust Administrator or the Paying Agent by the Master Servicer
since the Closing Date to evidence the Master Servicer's determination that any
P&I Advance was, or if made, would be a Nonrecoverable P&I Advance and (E) any
and all Officers' Certificates delivered to the Trust Administrator or the
Paying Agent by the Master Servicer since the Closing Date pursuant to Section
4.04(a). Copies and mailing of any and all of the foregoing items will be
available from the Paying Agent upon request at the expense of the person
requesting the same.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01 Liability of the Depositor and the Master
Servicer.
The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer herein.
SECTION 6.02 Merger or Consolidation of the Depositor or the
Master Servicer.
Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
the Master Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and its qualification as an approved conventional seller/servicer
for ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac in good standing. The Depositor and the Master
Servicer each will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.
The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; and provided further that the Rating Agencies'
ratings of the Class A Certificates and the Mezzanine Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
the Rating Agencies).
SECTION 6.03 Limitation on Liability of the Depositor, the
Master Servicer and Others.
None of the Depositor, the Master Servicer (and any
Sub-Servicer, including the Initial Sub-Servicers) or any of the directors,
officers, employees or agents of the Depositor or the Master Servicer (and any
Sub-Servicer, including the Initial Sub-Servicers) shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement or the related Sub-Servicing Agreement, as applicable, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer (and any Sub-Servicer, including the Initial
Sub-Servicers) or any such person against any breach of warranties,
representations or covenants made herein, or against any specific liability
imposed on the Master Servicer (and any Sub-Servicer, including the Initial
Sub-Servicers) pursuant hereto or the related Sub-Servicing Agreement, as
applicable, or against any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations and duties hereunder or the
related Sub-Servicing Agreement, as applicable. The Depositor, the Master
Servicer (and any Sub-Servicer, including the Initial Sub-Servicers) 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 or
the related Sub-Servicing Agreement, as applicable. The Depositor, the Master
Servicer (and any Sub-Servicer, including the Initial Sub-Servicers) and any
director, officer, employee or agent of the Depositor or the Master Servicer
(and any Sub-Servicer, including the Initial Sub-Servicers) shall be indemnified
and held harmless by the Trust Fund against (i) any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or the related Sub-Servicing Agreement, as
applicable, or by reason of reckless disregard of obligations and duties
hereunder or the related Sub-Servicing Agreement, as applicable, and (ii) any
breach of a representation or warranty regarding the Mortgage Loans. Neither the
Depositor nor the Master Servicer (and any Sub-Servicer, including the Initial
Sub-Servicers) shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement or the related Sub-Servicing Agreement, as applicable, and, in
its opinion, does not involve it in any expense or liability; provided, however,
that each of the Depositor and the Master Servicer (and any Sub-Servicer,
including the Initial Sub-Servicers) may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
or the related Sub-Servicing Agreement, as applicable, and the rights and duties
of the parties hereto or to the related Sub-Servicing Agreement, as applicable,
and the interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master Servicer (and any Sub-Servicer, including the Initial
Sub-Servicers) acts without the consent of Holders of Certificates entitled to
at least 51% of the Voting Rights (which consent shall not be necessary in the
case of litigation or other legal action by either to enforce their respective
rights or defend themselves hereunder or the related Sub-Servicing Agreement, as
applicable), the legal expenses and costs of such action and any liability
resulting therefrom (except any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties hereunder
or the related Sub-Servicing Agreement, as applicable) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above) and the Master Servicer (and any Sub-Servicer, including the
Initial Sub-Servicers) shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in Section 3.11 or from the
corresponding custodial account established under the related Sub-Servicing
Agreement, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.
SECTION 6.04 Limitation on Resignation of the 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-Servicers, such access and information described in the preceding two
sentences shall be required to be provided only to the extent provided in the
Sub-Servicing Agreement. To the extent such information is not otherwise
available to the public, the Depositor, the Trustee and the Trust Administrator
shall not disseminate any information obtained pursuant to the preceding two
sentences without the Master Servicer's written consent, except as required
pursuant to this Agreement or to the extent that it is appropriate to do so (i)
in working with legal counsel, auditors, taxing authorities or other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to any
law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Depositor, the Trustee,
the Trust Administrator or the Trust Fund, and in either case, the Depositor,
the Trustee or the Trust Administrator, as the case may be, shall use its best
efforts to assure the confidentiality of any such disseminated non-public
information. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer under this Agreement and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer under this Agreement or exercise the rights of the Master Servicer
under this Agreement; provided that the Master Servicer shall not be relieved of
any of its obligations under this Agreement by virtue of such performance by the
Depositor or its designee. The Depositor shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 6.06 Duties of the Credit Risk Manager.
For and on behalf of the Trust, the Credit Risk Manager will
provide reports and recommendations concerning certain delinquent and defaulted
Mortgage Loans, and as to the collection of any Prepayment Charges with respect
to the Mortgage Loans. Such reports and recommendations will be based upon
information provided to the Credit Risk Manager pursuant to the respective
Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
to the Initial Sub-Servicers and/or Master Servicer, as applicable, for all
information and data (including loss and delinquency information and data)
relating to the servicing of the related Mortgage Loans. Upon any termination of
the Credit Risk Manager or the appointment of a successor Credit Risk Manager,
the Depositor shall give written notice thereof to each Servicer, the Trustee,
the Master Servicer, the Trust Administrator and each Rating Agency.
Notwithstanding the foregoing, the termination of the Credit Risk Manager
pursuant to this Section shall not become effective until the appointment of a
successor Credit Risk Manager.
SECTION 6.07 Limitation Upon Liability of the Credit Risk
Manager.
Neither the Credit Risk Manager, nor any of its directors,
officers, employees, or agents shall be under any liability to the Trustee, the
Certificateholders, the Trust Administrator or the Depositor for any action
taken or for refraining from the taking of any action made in good faith
pursuant to this Agreement, in reliance upon information provided by the Initial
Sub-Servicers and/or the Master Servicer under the related Credit Risk
Management Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Credit Risk Manager or any such person against
liability that would otherwise be imposed by reason of willful malfeasance or
bad faith in its performance of its duties. The Credit Risk Manager and any
director, officer, employee, or agent of the Credit Risk Manager may rely in
good faith on any document of any kind PRIMA FACIE properly executed and
submitted by any Person respecting any matters arising hereunder, and may rely
in good faith upon the accuracy of information furnished by an Initial
Sub-Servicer and/or Master Servicer pursuant to the applicable Credit Risk
Management Agreement in the performance of its duties thereunder and hereunder.
SECTION 6.08 Removal of the Credit Risk Manager.
The Credit Risk Manager may be removed as Credit Risk Manager
by Certificateholders holding not less than 66 2/3% of the Voting Rights in the
Trust Fund, in the exercise of its or their sole discretion. The
Certificateholders shall provide written notice of the Credit Risk Manager's
removal to the Trustee. Upon receipt of such notice, the Trustee shall provide
written notice to the Credit Risk Manager of its removal, which shall be
effective upon receipt of such notice by the Credit Risk Manager.
ARTICLE VII
DEFAULT
SECTION 7.01 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 Trustee, or to the Master Servicer, the Depositor,
the Trust Administrator and the Trustee by the Holders of Certificates
entitled to at least 25% of the Voting Rights and (ii) actual knowledge
of such failure by a Servicing Officer of the Master Servicer; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and if such proceeding is being contested by the Master
Servicer in good faith such decree or order shall have remained in
force undischarged or unstayed for a period of 60 consecutive days or
results in the entry of an order for relief or any such adjudication or
appointment; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) any failure of the Master Servicer to make, or of the
Paying Agent to make on behalf of the Master Servicer, any P&I Advance
on any Master Servicer Remittance Date required to be made from its own
funds pursuant to Section 4.03.
If a Master Servicer Event of Default described in clauses (i)
through (v) of this Section shall occur, then, and in each and every such case,
so long as such Master Servicer Event of Default shall not have been remedied,
the Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by
notice in writing to the Master Servicer (and to the Depositor if given by the
Trustee or to the Trustee if given by the Depositor), terminate all of the
rights and obligations of the Master Servicer in its capacity as a Master
Servicer under this Agreement, to the extent permitted by law, and in and to the
Mortgage Loans and the proceeds thereof. If a Master Servicer Event of Default
described in clause (vi) hereof shall occur and shall not have been remedied by
1:00 p.m. on the related Distribution Date, the Paying Agent shall notify the
Trustee of the same, and the Trustee shall be obligated to make such P&I Advance
and, then so long as such Master Servicer Event of Default shall not have been
remedied during the applicable time period set forth in clause (vi) above
(including the reimbursement to the Trustee by the Master Servicer, with
interest thereon at the Prime Rate, for any P&I Advance made), the Trustee
shall, by notice in writing to the Master Servicer and the Depositor, terminate
all of the rights and obligations of the Master Servicer in its capacity as a
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof. On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section and, without limitation, the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to
execute and deliver on behalf of and at the expense of the Master Servicer, any
and all documents and other instruments and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees, at its sole cost and expense, promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, the transfer within one
Business Day to the Trustee for administration by it of all cash amounts which
at the time shall be or should have been credited by the Master Servicer to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account or any REO Account or Servicing Account held by or on behalf of the
Master Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property serviced by the Master Servicer (provided, however, that the
Master Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination,
whether in respect of P&I Advances or otherwise, and shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, the Trustee shall not be deemed to have knowledge of a Master
Servicer Event of Default unless a Responsible Officer of the Trustee assigned
to and working in the Trustee's Corporate Trust Office has actual knowledge
thereof or unless written notice of any event which is in fact such a Master
Servicer Event of Default is received by the Trustee and such notice references
the Certificates, the Trust Fund or this Agreement.
SECTION 7.02 Trustee to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a
notice of termination, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity as Master Servicer under this Agreement, the
Master Servicer shall not have the right to withdraw any funds from the
Collection Account without the consent of the Trustee and the transactions set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Master Servicer (except for any representations or warranties of the Master
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in respect of
losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the Master Servicer's obligations to make P&I Advances
pursuant to Section 4.03; provided, however, that if the Trustee is prohibited
by law or regulation from obligating itself to make advances regarding
delinquent mortgage loans, then the Trustee shall not be obligated to make P&I
Advances pursuant to Section 4.03; and provided further, that any failure to
perform such duties or responsibilities caused by the Master Servicer's failure
to provide information required by Section 7.01 shall not be considered a
default by the Trustee as successor to the Master Servicer hereunder. As
compensation therefor, the Trustee shall be entitled to the Servicing Fees and
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.
(b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Master Servicer Event of Default or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of Default
shall have been cured or waived.
SECTION 7.04 Waiver of Master Servicer Events of Default.
Subject to Section 11.09(d), the Holders representing at least
66% of the Voting Rights evidenced by all Classes of Certificates affected by
any default or Master Servicer Event of Default hereunder may waive such default
or Master Servicer Event of Default; provided, however, that a default or Master
Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived
only by all of the Holders of the Regular Certificates. Upon any such waiver of
a default or Master Servicer Event of Default, such default or Master Servicer
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE
CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01 Duties of Trustee, Trust Administrator and
Others.
The Trustee, prior to the occurrence of a Master Servicer
Event of Default and after the curing of all Master Servicer Events of Default
which may have occurred, and each of the Trust Administrator, the Paying Agent,
the Certificate Registrar and the Authenticating Agent, at all times, undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement. During a Master Servicer Event of Default, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated
in this Agreement shall not be construed as a duty.
Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to it, which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided,
however, that none of the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent will be responsible for
the accuracy or content of any such resolutions, certificates, statements,
opinions, reports, documents or other instruments. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
it shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, it will
provide notice thereof to the Certificateholders.
No provision of this Agreement shall be construed to relieve
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:
(i) With respect to the Trustee, prior to the occurrence of a
Master Servicer Event of Default, and after the curing of all such
Master Servicer Events of Default which may have occurred, and with
respect to the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent, at all times, the duties and
obligations of each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent, shall be
determined solely by the express provisions of this Agreement, none of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent
and, in the absence of bad faith on the part of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as the case may be, may conclusively rely, as to
the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as the case may be, that conform
to the requirements of this Agreement;
(ii) None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
personally liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of it unless it shall be
proved that it was negligent in ascertaining the pertinent facts;
(iii) None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of the
Holders of Certificates entitled to at least 25% of the Voting Rights
relating to the time, method and place of conducting any proceeding for
any remedy available to the it or exercising any trust or power
conferred upon it, under this Agreement; and
(iv) The Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any default unless a Responsible
Officer of the Trustee shall have received written notice thereof or a
Responsible Officer shall have actual knowledge thereof. In the absence
of receipt of such notice or actual knowledge, the Trustee may
conclusively assume there is no default.
None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be required
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, in each case not including expenses, disbursements and
advances incurred or made by the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as applicable,
including the compensation and the expenses and disbursements of its agents and
counsel, in the ordinary course of the Trustee's, the Trust Administrator's the
Paying Agent's, the Certificate Registrar's or the Authenticating Agent's, as
the case may be, performance in accordance with the provisions of this
Agreement, if there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. With respect to the Trustee, none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Master Servicer under this Agreement, except during such time, if any, as
the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Master Servicer in accordance with the terms of
this Agreement.
SECTION 8.02 Certain Matters Affecting the Trustee, the Trust
Administrator and Others.
(a) Except as otherwise provided in Section 8.01:
(i) Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent and any
director, officer, employee or agent of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as the case may be, may request and conclusively
rely upon and shall be fully protected in acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent may
consult with counsel of its selection and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and
in accordance with such Opinion of Counsel;
(iii) None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of
any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as applicable, security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; the right of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and none
of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent shall be answerable
for other than its negligence or willful misconduct in the performance
of any such act; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of a Master Servicer
Event of Default (which has not been cured or waived), to exercise such
of the rights and powers vested in it by this Agreement, and to use the
same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such
person's own affairs;
(iv) None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) With respect to the Trustee, prior to the occurrence of a
Master Servicer Event of Default hereunder, and after the curing of all
Master Servicer Events of Default which may have occurred, and with
respect to the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, at all times, none of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing to do so by the Holders of Certificates entitled
to at least 25% of the Voting Rights; provided, however, that if the
payment within a reasonable time to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, not reasonably assured to the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as applicable, by such
Certificateholders, the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as
applicable, may require indemnity satisfactory to it against such cost,
expense, or liability from such Certificateholders as a condition to
taking any such action;
(vi) Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and none
of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent shall be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care;
(vii) None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
personally liable for any loss resulting from the investment of funds
held in the Collection Account at the direction of the Master Servicer
pursuant to Section 3.12; and
(viii) Any request or direction of the Depositor, the Master
Servicer or the Certificateholders mentioned herein shall be
sufficiently evidenced in writing.
(b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent, may be
enforced by it without the possession of any of the Certificates, or the
production thereof at the trial or other proceeding relating thereto, and any
such suit, action or proceeding instituted by the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Agreement.
SECTION 8.03 Trustee, Trust Administrator and Others not
Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the signatures of the Trustee, the Trust Administrator and Citibank hereto,
the signature of the Paying Agent and the authentication of the Authenticating
Agent on the Certificates, the acknowledgments of the Trustee and the Trust
Administrator contained in Article II and the representations and warranties of
the Trustee, the Trust Administrator and Citibank in Section 8.12) shall be
taken as the statements of the Depositor and none of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent assumes any responsibility for their correctness. None of the Trustee, the
Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent makes any representations or warranties as to the validity
or sufficiency of this Agreement (other than as specifically set forth in
Section 8.12) or of the Certificates (other than the signature of the Paying
Agent and authentication of the Authenticating Agent on the Certificates) or of
any Mortgage Loan or related document or of MERS or the MERS System. None of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent shall be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Master Servicer.
SECTION 8.04 Trustee, Trust Administrator and Others May Own
Certificates.
Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent in its individual
capacity or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable.
SECTION 8.05 Trustee's, Trust Administrator's, Paying Agent's,
Authenticating Agent's, Certificate Registrar's
and 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 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 Administrator, as applicable, may
petition any court of competent jurisdiction for the appointment of a successor
trustee or trust administrator, as applicable.
If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor (or in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor (or in the case of the Trust Administrator, the Trustee) may remove
the Trustee or the Trust Administrator, as applicable, and appoint a successor
trustee or trust administrator (which may be the same Person in the event the
Trust Administrator resigns or is removed) by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and to the successor trustee or trust administrator. A copy of such
instrument shall be delivered to the Certificateholders, the Trustee or the
Trust Administrator, as applicable, and the Master Servicer by the Depositor.
The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Trust Administrator and
appoint a successor trustee or trust administrator by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or the Trust Administrator, as the
case may be, so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the
Master Servicer by the Depositor.
If no successor Trust Administrator shall have been appointed
and shall have accepted appointment within 60 days after the Trust Administrator
ceases to be the Trust Administrator pursuant to this Section 8.07, then the
Trustee shall perform the duties of the Trust Administrator pursuant to this
Agreement. The Trustee shall notify the Rating Agencies of any change of Trust
Administrator.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor trustee or trust administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee or
trust administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee that it is unable to
continue to perform its obligations pursuant to the terms of this Agreement
prior to the appointment of a successor, the Trustee shall be obligated to
perform such obligations until a new trust administrator is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trust Administrator's breach of its
obligations hereunder. As compensation therefor, the Trustee shall be entitled
to all fees the Trust Administrator would have been entitled to if it had
continued to act hereunder.
SECTION 8.08 Successor Trustee or Trust Administrator.
Any successor trustee or trust administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Trustee or the Trust Administrator, as applicable, and to its
predecessor trustee or trust administrator an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee or trust administrator shall become effective and such
successor trustee or trust administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or trust administrator herein. The predecessor trustee or trust
administrator shall deliver to the successor trustee or trust administrator all
Mortgage Files and related documents and statements, as well as all moneys, held
by it hereunder and the Depositor and the predecessor trustee or trust
administrator shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee or trust administrator all such rights,
powers, duties and obligations.
No successor trustee or trust administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or trust administrator shall be eligible under the
provisions of Section 8.06 and the appointment of such successor trustee or
trust administrator shall not result in a downgrading of any Class of
Certificates by the Rating Agencies, as evidenced by a letter from the Rating
Agencies.
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 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 upon the Certificate
Registrar, the Paying Agent or the Trust Administrator in respect of the
Certificates and this Agreement may be served.
SECTION 8.13 Representations and Warranties.
Each of the Trustee, the Trust Administrator and Citibank
hereby represents and warrants to the Master Servicer, the Depositor and the
Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing
Date, that:
(i) It is duly organized, validly existing and in good
standing under the laws of the State of New York, in the case of the
Trust Administrator, and the laws of the United States, in the case of
the Trustee and Citibank.
(ii) The execution and delivery of this Agreement by it, and
the performance and compliance with the terms of this Agreement by it,
will not violate its articles of association or bylaws or constitute a
default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which
is applicable to it or any of its assets.
(iii) It has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of it, enforceable against it in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) It is not in violation of, and its execution and delivery
of this Agreement and its performance and compliance with the terms of
this Agreement will not constitute a violation of, any law, any order
or decree of any court or arbiter, or any order, regulation or demand
of any federal, state or local governmental or regulatory authority,
which violation, in its good faith and reasonable judgment, is likely
to affect materially and adversely either the ability of the it to
perform its obligations under this Agreement or the financial condition
of it.
(vi) No litigation is pending or, to the best of its
knowledge, threatened against it which would prohibit it from entering
into this Agreement or, in its good faith reasonable judgment, is
likely to materially and adversely affect either the ability of it to
perform its obligations under this Agreement or the financial condition
of it.
SECTION 8.14 Appointment and Removal of Paying Agent,
Authenticating Agent and Certificate Registrar.
(a) The Trust Administrator hereby appoints Citibank as Paying
Agent and Citibank hereby accepts such appointment. The Paying Agent shall hold
all amounts deposited with it by the Trust Administrator or the Master Servicer
for payment on the Certificates in trust for the benefit of the
Certificateholders until the amounts are paid to the Certificateholders or
otherwise disposed of in accordance with this Agreement.
Any corporation or national banking association into which the
Paying Agent may be merged in or converted or with which it may be consolidated,
or any corporation or national banking association resulting from any merger,
conversion or consolidation to which such Paying Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency
or corporate trust business of the Paying Agent, shall continue to be the Paying
Agent, provided such corporation or national banking association shall be
otherwise eligible under this section 8.14(a), without the execution or filing
of any paper or any further act on the part of the Trustee, the Trust
Administrator or the Paying Agent.
The Paying Agent may resign at any time by giving written
notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Paying Agent by giving written
notice thereof to the Paying Agent and to the Trustee. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Paying Agent shall cease to be eligible in accordance with the provisions of
this section 8.14(a), the Trust Administrator shall appoint a successor and
shall mail written notice of such appointment by first-class mail, postage
prepaid to all Certificateholders as their names and addresses appear in the
Certificate Register and to the Rating Agencies. Following the termination or
resignation of the Paying Agent and prior to the appointment of a successor
Paying Agent, the Trust Administrator shall act as Paying Agent hereunder. Any
successor Paying Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as the Paying Agent herein. No successor
Paying Agent shall be appointed unless eligible under the provisions of this
section 8.14(a).
The Paying Agent and any successor Paying Agent (i) may not be
an Originator, the Master Servicer, a subservicer, the Depositor or an affiliate
of the Depositor unless the Paying Agent is an institutional trust department,
(ii) must be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and (iii) must at all times be rated at ▇▇▇▇▇ "▇▇"
by 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 ▇▇▇▇▇'▇ is a Rating Agency and
DBRS, if DBRS is a Rating Agency.
The Trust Administrator shall pay to the Paying Agent from its
own funds reasonable compensation for its services hereunder, and such expense
of the Trust Administrator shall not be payable from the Trust Fund and shall
not be recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(b) The Trust Administrator hereby appoints Citibank as
Authenticating Agent and Citibank hereby accepts such appointment. The
Authenticating Agent shall be authorized to authenticate the Certificates, and
Certificates so authenticated shall be entitled to the benefit of this
Agreement.
The Authenticating Agent shall at all times remain a
corporation or national banking association organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $15,000,000, authorized under such
laws to conduct a trust business and subject to supervision or examination by
federal or state authority. If the Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this section
8.14(b), the combined capital and surplus of the Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this section 8.14(b),
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this section 8.14(b).
Any corporation or national banking association into which the
Authenticating Agent may be merged in or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall
be a party, or any corporation or national banking association succeeding to the
corporate agency or corporate trust business of the Authenticating Agent, shall
continue to be the Authenticating Agent, provided such corporation or national
banking association shall be otherwise eligible under this section 8.14(b),
without the execution or filing of any paper or any further act on the part of
the Trustee, the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Authenticating Agent by giving
written notice thereof to the Authenticating Agent and to the Trustee. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this section 8.14(b), the Trust Administrator shall appoint a
successor and shall mail written notice of such appointment by first-class mail,
postage prepaid to all Certificateholders as their names and addresses appear in
the Certificate Register. Following the termination or resignation of the
Authenticating Agent and prior to the appointment of a successor Authenticating
Agent, the Trust Administrator shall act as Authenticating Agent hereunder. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as the Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this section 8.14(b).
The Trust Administrator shall pay to the Authenticating Agent
from its own funds reasonable compensation for its services hereunder, and such
expense of the Trust Administrator shall not be payable from the Trust Fund and
shall not be recoverable by the Trust Administrator from the assets of the Trust
Fund pursuant to section 8.05 or any other provision of this Agreement.
(c) The Trust Administrator hereby appoints Citibank as
Certificate Registrar and Citibank hereby accepts such appointment.
Any corporation or national banking association into which the
Certificate Registrar may be merged in or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which such Certificate Registrar
shall be a party, or any corporation or national banking association succeeding
to the corporate agency or corporate trust business of the Certificate
Registrar, shall continue to be the Certificate Registrar, provided such
corporation or national banking association shall be otherwise eligible under
this section 8.14(c), without the execution or filing of any paper or any
further act on the part of the Trustee, the Trust Administrator or the
Certificate Registrar.
The Certificate Registrar may resign at any time by giving
written notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Certificate Registrar by giving
written notice thereof to the Certificate Registrar and to the Trustee.
Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Certificate Registrar shall cease to be
eligible in accordance with the provisions of this section 8.14(c), the Trust
Administrator shall appoint a successor and shall mail written notice of such
appointment by first-class mail, postage prepaid to all Certificateholders as
their names and addresses appear in the Certificate Register. Following the
termination or resignation of the Certificate Registrar and prior to the
appointment of a successor Certificate Registrar, the Trust Administrator shall
act as Certificate Registrar hereunder. Any successor Certificate Registrar upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as the Certificate Registrar herein. No successor Certificate
Registrar shall be appointed unless eligible under the provisions of this
section 8.14(c).
The Trust Administrator shall pay to the Certificate Registrar
from its own funds reasonable compensation for its services hereunder, and such
expense of the Trust Administrator shall not be payable from the Trust Fund and
shall not be recoverable by the Trust Administrator from the assets of the Trust
Fund pursuant to section 8.05 or any other provision of this Agreement.
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.
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 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 in respect of the REMIC I
Regular Interests and the Classes of Certificates as hereinafter set forth)
shall terminate upon payment to the Certificateholders and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
Terminator (on a servicing retained basis) of all Mortgage Loans and each
related REO Property remaining in REMIC I and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
related REO Property remaining in REMIC I; provided, however, that in no event
shall the trust created hereby continue beyond the earlier of (a) the expiration
of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, the late ambassador of the United States to the Court of St. ▇▇▇▇▇,
living on the date hereof and (b) the Latest Possible Maturity Date (as defined
in the Preliminary Statement).
Subject to Section 3.10 hereof, the purchase by the Terminator
of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a
price equal to the greater of (i) the Stated Principal Balance of the Mortgage
Loans and the appraised value of any REO Properties (such appraisal to be
conducted by an appraiser mutually agreed upon by the Master Servicer and the
Trustee, in their reasonable discretion) and (ii) the fair market value of the
Mortgage Loans and the REO Properties (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 the related Certificateholders pursuant to Section 9.01(c)), in
each case plus accrued and unpaid interest thereon at the weighted average of
the Mortgage Rates through the end of the Due Period preceding the final
Distribution Date plus unreimbursed Servicing Advances allocable to such
Mortgage Loans and REO Properties (the "TERMINATION PRICE"); provided, however,
such option may only be exercised if the Termination Price is sufficient to
result in the payment of all interest accrued on, as well as amounts necessary
to retire the principal balance of, each class of notes issued pursuant to the
Indenture.
(b) The majority Holder of the Class CE Certificates or if
such majority Holder fails to exercise such right, either Initial Sub-Servicer,
shall have the right (the party exercising such right, the "TERMINATOR"), to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
pursuant to clause (i) of the preceding paragraph no later than the
Determination Date in the month immediately preceding the Distribution Date on
which the Certificates will be retired; provided, however, that the Terminator
may elect to purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund
at the time of such election is reduced to less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance of
a Residual Certificate, the Holders of the Residual Certificates agree, in
connection with any termination hereunder, to assign and transfer any amounts in
excess of par, and to the extent received in respect of such termination, to pay
any such amounts to the Holders of the Class CE Certificates.
(c) 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 the Mortgage Loans and
each related REO Property remaining in REMIC I by the Terminator, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the related Certificates or (b) otherwise
during the month of such final distribution on or before the Determination Date
in such month, in each case specifying (i) the Distribution Date upon which
REMIC I will terminate and final payment of the Certificates and will be made
upon presentation and surrender of the Certificates at the office of the
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 Mortgage
Loans and each REO Property remaining in REMIC I by the Terminator, the
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
Termination Price. 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
Mortgage Loans and the Trustee shall execute all assignments, endorsements and
other instruments delivered to it which are necessary to effectuate such
transfer.
(d) Upon receipt of notice by the 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 Certificates the Trust Fund shall terminate.
SECTION 9.02 Additional Termination Requirements.
(a) In the event that the Terminator purchases all the
Mortgage Loans and each REO Property, REMIC I shall be terminated, in each case
in accordance with the following additional requirements (or in connection with
the final payment on or other liquidation of the last Mortgage Loan or REO
Property remaining in REMIC I, the additional requirement specified in clause
(i) below):
(i) The Trust Administrator shall specify the first day in the
90-day liquidation period in a statement attached to REMIC I's final
Tax Return pursuant to Treasury regulation Section 1.860F-1, and such
termination shall satisfy all requirements of a qualified liquidation
under Section 860F of the Code and any regulations thereunder, as
evidenced by an Opinion of Counsel obtained at the expense of the
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 to the 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 R
Certificates all cash on hand in REMIC I (other than cash retained to
meet claims), and REMIC I shall terminate at that time.
(b) At the expense of the Terminator (or in the event of
termination under Section 9.01(a)(ii), at the expense of the Master Servicer),
the Trust Administrator shall prepare or cause to be prepared the documentation
required in connection with the adoption of a plan of liquidation of REMIC I
pursuant to this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trust Administrator to specify the 90-day
liquidation period for REMIC I which authorization shall be binding upon all
successor Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC Administration.
(a) The 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 REMIC I Regular Interests shall be
designated as the Regular Interests in REMIC I and the Class R-I Interest shall
be designated as the Residual Interest in REMIC I. The Floating Rate
Certificates, the Class CE Certificates and the Class P Certificates shall be
designated as the Regular Interests in REMIC II and the Class R-II Interest
shall be designated as the Residual Interest in REMIC II. Neither the Trustee
nor the Trust Administrator shall permit the creation of any "interests" in any
Trust REMIC (within the meaning of Section 860G of the Code) other than the
REMIC Regular Interests and the interests represented by the Certificates.
(b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The Trust Administrator shall pay any and all expenses
relating to any tax audit of the Trust Fund (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), and shall be entitled to reimbursement from the Trust therefor to
the extent permitted under Section 8.05. The Trust Administrator, as agent for
any Trust REMIC's tax matters person, shall (i) act on behalf of the Trust Fund
in relation to any tax matter or controversy involving any Trust REMIC and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The holder of the largest Percentage Interest of the Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the REMIC created hereunder. By
its acceptance thereof, the holder of the largest Percentage Interest of the
Residual Certificates hereby agrees to irrevocably appoint the Trust
Administrator or an Affiliate as its agent to perform all of the duties of the
tax matters person for the Trust Fund.
(d) The Trust Administrator shall prepare and the Trustee at
the direction of the Trust Administrator shall sign and the Trust Administrator
shall file all of the Tax Returns in respect of the REMIC created hereunder. The
expenses of preparing and filing such returns shall be borne by the Trust
Administrator without any right of reimbursement therefor. The Master Servicer
shall provide on a timely basis to the Trust Administrator or its designee such
information with respect to the assets of the Trust Fund as is in its possession
and reasonably required by the Trust Administrator to enable it to perform its
obligations under this Article.
(e) The Trust Administrator shall perform on behalf of any
Trust REMIC all reporting and other tax compliance duties that are the
responsibility of the REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority including the filing of Form 8811 with the Internal Revenue
Service within 30 days following the Closing Date. Among its other duties, as
required by the Code, the REMIC Provisions or other such compliance guidance,
the Trust Administrator shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of any Trust REMIC. The Master Servicer shall provide on a timely
basis to the Trust Administrator such information with respect to the assets of
the Trust Fund, including, without limitation, the Mortgage Loans, as is in its
possession and reasonably required by the Trust Administrator to enable it to
perform its obligations under this subsection. In addition, the Depositor shall
provide or cause to be provided to the Trust Administrator, within ten (10) days
after the Closing Date, all information or data that the Trust Administrator
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumption and projected cash flow of the Certificates.
(f) The Master Servicer, the Trustee and the Trust
Administrator shall take such action and shall cause any Trust REMIC to take
such action as shall be necessary to create or maintain the status thereof as a
REMIC under the REMIC Provisions. The Master Servicer, the Trustee and the Trust
Administrator shall not take any action, cause the Trust Fund to take any action
or fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator
have received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to take such action but in no
event at the expense of the Trust Administrator or the Trustee) to the effect
that the contemplated action will not, with respect to any Trust REMIC, endanger
such status or result in the imposition of such a tax, nor shall the Master
Servicer take or fail to take any action (whether or not authorized hereunder)
as to which the Trustee or the Trust Administrator has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC
Event could occur with respect to such action. In addition, prior to taking any
action with respect to any Trust REMIC or its assets, or causing any Trust REMIC
to take any action, which is not contemplated under the terms of this Agreement,
the Master Servicer will consult with the Trustee and the Trust Administrator or
their designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any Trust REMIC, and the Master
Servicer shall not take any such action or cause any Trust REMIC to take any
such action as to which the Trustee or the Trust Administrator has advised it in
writing that an Adverse REMIC Event could occur. The Trust Administrator and the
Trustee may consult with counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event shall such cost be an expense of the Trustee or
the Trust Administrator. At all times as may be required by the Code, the Trust
Administrator, the Trustee or the Master Servicer will ensure that substantially
all of the assets of any Trust REMIC will consist of "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of the REMIC as defined
in Section 860G(c) of the Code, on any contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trust Administrator pursuant to Section
10.03 hereof, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article X, (ii) to the
Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X,
(iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X, (iv) to the Paying Agent
pursuant to Section 10.03 hereof, if such tax arises out of or results from a
breach by the Paying Agent of any of its obligations under this Article X, or
otherwise (v) against amounts on deposit in the Distribution Account and shall
be paid by withdrawal therefrom.
(h) [Reserved].
(i) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to any Trust REMIC on a
calendar year and on an accrual basis.
(j) Following the Startup Day, the Master Servicer, the
Trustee and the Trust Administrator shall not accept any contributions of assets
to any Trust REMIC other than in connection with any Qualified Substitute
Mortgage Loan delivered in accordance with Section 2.03 unless it shall have
received an Opinion of Counsel to the effect that the inclusion of such assets
in the Trust Fund will not cause the REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject the REMIC to any tax under
the REMIC Provisions or other applicable provisions of federal, state and local
law or ordinances.
(k) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which any Trust REMIC will receive
a fee or other compensation for services nor permit either such REMIC to receive
any income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
SECTION 10.02 Prohibited Transactions and Activities.
None of the Depositor, the Master Servicer, the Trust
Administrator, the Paying Agent or the Trustee shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of any Trust REMIC, (iii) the termination of any Trust REMIC pursuant
to Article IX of this Agreement, (iv) a substitution pursuant to Article II of
this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III
of this Agreement), nor acquire any assets for any Trust REMIC (other than REO
Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose
of any investments in the Collection Account or the Distribution Account for
gain, nor accept any contributions to any Trust REMIC after the Closing Date
(other than a Qualified Substitute Mortgage Loan delivered in accordance with
Section 2.03), unless it has received an Opinion of Counsel, addressed to the
Trustee and the Trust Administrator (at the expense of the party seeking to
cause such sale, disposition, substitution, acquisition or contribution but in
no event at the expense of the Trustee or the Trust Administrator) that such
sale, disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
SECTION 10.03 Master Servicer and Trust Administrator
Indemnification.
(a) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as
a result of a breach of the Trust Administrator's covenants set forth in this
Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the Trust Administrator and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
Article III or this Article X.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
This Agreement may be amended from time to time by the
Depositor, the Master Servicer, 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 either (a) an Opinion of Counsel
delivered to the Trustee and the Trust Administrator, adversely affect in any
material respect the interests of any Certificateholder or (b) written notice to
the Depositor, the Master Servicer and the Trust Administrator from the Rating
Agencies that such action will not result in the reduction or withdrawal of the
rating of any outstanding Class of Certificates with respect to which it is a
Rating Agency). No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented thereto,
and no Opinion of Counsel or Rating Agency confirmation shall be required to
address the effect of any such amendment on any such consenting
Certificateholder.
This Agreement may also be amended from time to time by the
Depositor, the 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 (as evidenced by either (i) an Opinion of Counsel
delivered to the Trustee and Trust Administrator or (ii) written notice to the
Depositor, the Master Servicer and the Trust Administrator from the Rating
Agencies that such action will not result in the reduction or withdrawal of the
rating of any outstanding Class of Certificates with respect to which it is a
Rating Agency) in a manner, other than as described in (i), without the consent
of the Holders of Certificates of such Class evidencing at least 66% of the
Voting Rights allocated to such Class, or (iii) modify the consents required by
the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the 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.
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 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, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage
Finance Group (telecopy number (▇▇▇) ▇▇▇-▇▇▇▇), 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, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: Compliance Manager (telecopy number 972-770-3705) (with a copy
to, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage
Finance (telecopy number (▇▇▇) ▇▇▇-▇▇▇▇), 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, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Citibank Agency & Trust, CMLTI
2005-HE1, (telephone number (▇▇▇) ▇▇▇-▇▇▇▇), 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, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 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 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 Fitch Ratings, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, to Standard
& Poor's Ratings Services, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and to Moody's at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other addresses as the Rating Agencies may
designate in writing to the parties hereto.
SECTION 11.08 Article and Section References.
All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.
SECTION 11.09 Grant of Security Interest.
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Depositor,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor and (b)(1) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State of New York;
(2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a
grant by the Depositor to the Trustee of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in
clause (2) of the preceding sentence, for the purpose of securing to the Trustee
the performance by the Depositor of the obligations described in clause (3) of
the preceding sentence. Notwithstanding the foregoing, the parties hereto intend
the conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
SECTION 11.10 Third Party Rights.
Each of the Initial Sub-Servicers shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.
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:__________________________________
Name:
Title:
CITIMORTGAGE, INC.,
as Master Servicer and Trust Administrator
By:___________________________________
Name:
Title:
CITIBANK, N.A.,
as Paying Agent, Certificate Registrar and
Authenticating Agent
By:____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, not in
its individual capacity but solely as Trustee
By: ____________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of May 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 May 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 May 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 May 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]
CLASS A-1A 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate
Principal Balance of the Class
A-1A Certificates as of the
Issue Date: $156,364,000.00
Pass-Through Rate: Variable Denomination: $156,364,000.00
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: Trust Administrator: CitiMortgage,
June 27, 2005 Inc.
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National
Association
Issue Date: May 10, 2005
CUSIP: 17307G QG 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-1A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1A Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-1A Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May ____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: ___________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
_____________________________________________________________________________ .
Dated:
----------------------------------------------------
Signature by or on behalf of assignor
----------------------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________________
____________________________________________________________ for the account of
_______________________________, account number _______________________________
or, if mailed by check,to_____________________________________________________
..
Applicable statements should be mailed to_____________________________________.
_______________________________________________________________________________
This information is provided by _________________________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS A-1B 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class A-1B
Certificates as of the Issue Date:
$17,373,500.00
Pass-Through Rate: Variable Denomination: $17,373,500.00
Cut-off Date and date of Pooling and Master Servicer and Trust Administrator:
Servicing Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent
and Authenticating Agent: Citibank,N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QH 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-1B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1B Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-1B Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:____________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________________
____________________________________________________________ for the account of
______________________________, account number ______________________________,
or, if mailed by check,to______________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
______________________________________________________________________________.
This information is provided by _____________________________________________,
the assignee named above, or____________________________________, as its agent.
CLASS A-2A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class A-2A
Certificates as of the Issue Date:
$129,929,500.00
Pass-Through Rate: Variable Denomination: $129,929,500.000
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: June 27, 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: May 10, 2005
CUSIP: 17307G QJ 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-2A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-2A Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-2A Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:_____________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
This information is provided by______________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS A-3A 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class A-3D
Certificates as of the Issue Date:
$155,537,000.00
Pass-Through Rate: Variable Denomination: $155,537,000.00
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: June 27, 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: May 10, 2005
CUSIP: 17307G QK 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-3A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3A Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-3A Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _____________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or____________________________________, as its agent.
CLASS A-3B 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class A-3B
Certificates as of the Issue Date:
$69,873,000.00
Pass-Through Rate: Variable Denomination: $69,873,000.00
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No.1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QL 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-3B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3B Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-3B Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:_______________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
Dated:
____________________________________________________
Signature by or on behalf of assignor
____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by______________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS A-3C 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate
Principal Balance of the
Class A-3C Certificates as of
the Issue Date: $60,596,000.00
Pass-Through Rate: Variable Denomination: $60,596,000.00
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QM 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 BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-3C Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3C Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-3C Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May ____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:___________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
CLASS A-3D 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 ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate
Principal Balance of the
Class A-3D Certificates
as of the Issue
Date: $45,599,500.00
Pass-Through Rate: Variable Denomination: $45,599,500.00
Cut-off Date and date of Master Servicer and
Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QN 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 A-3D Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3D Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 A-3D Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May ____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:____________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________ .
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________ .
This information is provided by _________________________, the
assignee named above, or _______________________________________, as its agent.
CLASS M-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-1
Certificates as of
the Issue Date: $42,597,000.000
Pass-Through Rate: Variable Denomination: $42,597,000.000
Cut-off Date and date of Master Servicer and
Pooling and Servicing Trust Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar,
Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QP6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:_____________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to___________________________________________________ .
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS M-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-2
Certificates as of the Issue
Date: $22,937,000.000
Pass-Through Rate: Variable Denomination: $22,937,000.000
Cut-off Date and date of Master Servicer and
Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar,
Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QQ 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________ .
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS M-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-3
Certificates as of the
Issue Date: $45,054,000.00
Pass-Through Rate: Variable Denomination: $45,054,000.00
Cut-off Date and date of Master Servicer and Trust
Pooling and Servicing Administrator: CitiMortgage, Inc.
Agreement: May 1, 2005
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar,
Paying Agent and
Authenticating Agent:
Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QR 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: ________________________________________________
Authorized Officer
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to____________________________________________________
______________________________________________________________________________ .
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________ .
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS M-4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-4
Certificates as of the
Issue Date: $12,698,000.00
Pass-Through Rate: Variable Denomination: $12,698,000.00
Cut-off Date and date of Master Servicer
Pooling and Servicing Agreement: and Trust Administrator:
May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent
and Authenticating Agent:
Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QS 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: ________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________ .
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________ .
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS M-5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-5
Certificates as of
the Issue Date: $11,878,000.000
Pass-Through Rate: Variable Denomination: $11,878,000.000
Cut-off Date and date Master Servicer and
of Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QT 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-5 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:__________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to____________________________________________________ .
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS M-6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS
M-4 CERTIFICATES, AND CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-6
Certificates as of the
Issue Date: $9,420,000.00
Pass-Through Rate: Variable Denomination: $9,420,000.00
Cut-off Date and Master Servicer and
date of Pooling and Trust Administrator:
Servicing Agreement: CitiMortgage, Inc.
May 1, 2005
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QU 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:__________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by ____________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS M-7 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS
M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, AND CLASS M-6 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-7
Certificates as of the
Issue Date: $7,782,000.00
Pass-Through Rate: Variable Denomination: $7,782,000.00
Cut-off Date and date of Master Servicer and
Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator:
June 27, 2005 CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National
Association
Issue Date: May 10, 2005
CUSIP: 17307G QV 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 BE LESS THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-7 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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.
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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to____________________________________________________ .
______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or __________________________________, as its agent.
CLASS M-8 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS
M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES AND CLASS
M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
THE PROCEDURES DESCRIBED HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-8
Certificates as of the
Issue Date: $7,373,000.00
Pass-Through Rate: Variable Denomination: $7,373,000.00
Cut-off Date and date Master Servicer
of Pooling and Servicing and Trust
Agreement: May 1, 2005 Administrator: CitiMortgage, Inc.
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QW 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-8 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-8 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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 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 written certifications from the Holder of the Certificate desiring to effect
the transfer, and from such Holder's prospective transferee, substantially in
the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Certificate Registrar, the
Paying Agent, the Authenticating Agent, the Master Servicer and any Sub-Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:__________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to____________________________________________________ .
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS M-9 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
THE PROCEDURES
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS
M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7
CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class M-9
Certificates as of the Issue
Date: $8,602,000.00
Pass-Through Rate: Variable Denomination: $8,602,000.00
Cut-off Date and date Master Servicer and
of Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 2005
CUSIP: 17307G QX 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 AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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 M-9 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the 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 M-9 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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 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 written certifications from the Holder of the Certificate desiring to effect
the transfer, and from such Holder's prospective transferee, substantially in
the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Certificate Registrar, the
Paying Agent, the Authenticating Agent, the Master Servicer and any Sub-Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ___________________________,
or, if mailed by check, to____________________________________________________ .
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by ____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS CE CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE
MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
THE PROCEDURES DESCRIBED HEREIN.
Series: ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class CE
Certificates as of the Issue
Date: $15,564,886.01
Pass-Through Rate: Variable Denomination: $15,564,886.01
Cut-off Date and date Master Servicer and
of Pooling and Servicing Trust Administrator:
Agreement: May 1, 2005 CitiMortgage, Inc.
First Distribution Date: Trust Administrator: CitiMortgage, Inc.
June 27, 2005
No. 1 Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Aggregate Notional Trustee: U.S. Bank National Association
Amount of the Class
CE Certificates as of
the Issue Date:
$819,178,486.01
Notional Amount: Issue Date: May 10, 2005
$819,178,486.01
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE
PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in REMIC II created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
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 CE Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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 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 Trust Administrator, the Depositor, the Certificate Registrar,
the Paying Agent, the Authenticating Agent, the Master Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(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 REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May___, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by ____________________________,
the assignee named above, or ___________________________________, as its agent.
CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
THE PROCEDURES DESCRIBED HEREIN.
Series: ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal
Balance of the Class P
Certificates as of the Issue
Date: $100.00
Cut-off Date and date Denomination: $100.00
of Pooling and Servicing
Agreement: May 1, 2005
First Distribution Date: Master Servicer and Trust
June 27, 2005 Administrator: CitiMortgage, Inc.
No. 1 Trust Administrator: CitiMortgage, Inc.
Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: May 10, 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.
ASSET BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE 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
P Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class P Certificates in REMIC II created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the 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 Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
the Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the 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 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 Trust Administrator, the Depositor, the Certificate Registrar,
the Paying Agent, the Authenticating Agent, the Master Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(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 REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May___, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By:_________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.
CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC"), AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT
(A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3)
SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Percentage Interest
of the Class R Certificates
as of the Issue Date: ____%
Cut-off Date and date
of Pooling and Servicing
Agreement: May 1, 2005
First Distribution Date: Master Servicer and Trust
June 27, 2005 Administrator: CitiMortgage, N.A.
No. 1 Trust Administrator:
CitiMortgage, N.A.
Certificate Registrar, Paying
Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National
Association
Issue Date: May 10, 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.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed
and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
R Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class R Certificates created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Adminstrator and the
Trustee with the consent of the Holders of Certificates entitled to at least 66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
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 Trust Administrator, the Depositor, the Certificate Registrar,
the Paying Agent, the Authenticating Agent, the Master Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trust Administrator (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R Certificates have been designated as a
residual interest in REMIC I and REMIC II, (B) it will include in its income a
pro rata share of the net income of the Trust Fund and that such income may be
an "excess inclusion," as defined in the Code, that, with certain exceptions,
cannot be offset by other losses or benefits from any tax exemption, and (C) it
expects to have the financial means to satisfy all of its tax obligations
including those relating to holding the Class R Certificates. Notwithstanding
the registration in the Certificate Register of any transfer, sale or other
disposition of this Certificate to a Disqualified Organization or an agent
(including a broker, nominee or middleman) of a Disqualified Organization, such
registration shall be deemed to be of no legal force or effect whatsoever and
such Person shall not be deemed to be a Certificateholder for any purpose,
including, but not limited to, the receipt of distributions in respect of this
Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon REMIC
I or REMIC II.
No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trust Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the Master Servicer of
all Mortgage Loans and related REO Property remaining in REMIC I, (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in REMIC I. The Agreement permits, but
does not require, the party designated in the Agreement to purchase from REMIC I
all the Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Loans at the time of purchase being less than 5% of the aggregate principal
balance of the Mortgage Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and none of the Trustee, Master Servicer or Trust Administrator
assume responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this
Certificate to be duly executed.
Dated: May _____, 2005
CITIBANK, N.A. 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. ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity, but
solely as Authenticating Agent
By: _________________________________________________
Authorized Officer
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _______________
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________ for the account of
_______________________________, account number ______________________________,
or, if mailed by check, to______________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by ___________________________________,
the assignee named above, or ____________________________________, as its agent.
EXHIBIT B
---------
[RESERVED]
EXHIBIT C
---------
[RESERVED]
EXHIBIT D
---------
FORM OF ASSIGNMENT AGREEMENTS
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated May 10, 2005,
("AGREEMENT") among Citigroup Global Markets Realty Corp. ("ASSIGNOR"),
Citigroup Mortgage Loan Trust Inc. ("ASSIGNEE") and Ameriquest Mortgage Company
(the "COMPANY"):
For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
ASSIGNMENT AND CONVEYANCE
1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Mortgage Loan Purchase and Interim Servicing
Agreement dated as of December 28, 2004, as amended (the "PURCHASE AGREEMENT"),
between the Assignor, as purchaser (the "PURCHASER"), and the Company, as
seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans
and (y) other than as provided below with respect to the enforcement of
representations and warranties, none of the obligations of the Assignor under
the Purchase Agreement.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.
RECOGNITION OF THE COMPANY
2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to the trust created pursuant to a Pooling and Servicing
Agreement, dated as of May 1, 2005 (the "POOLING AGREEMENT"), among the
Assignee, CitiMortgage, Inc. as master servicer and trust administrator
(including its successors in interest and any successor servicer under the
Pooling Agreement, the "MASTER Servicer"), Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank, National
Association, as trustee (including its successors in interest and any successor
trustee under the Pooling Agreement, the "TRUSTEE"). The Company hereby
acknowledges and agrees that from and after the date hereof (i) the Trust will
be the owner of the Mortgage Loans, (ii) the Company shall look solely to the
Trust for performance of any obligations of the Assignor insofar as they relate
to the enforcement of the representations, warranties and covenants with respect
to the Mortgage Loans, (iii) the Trust (including the Trustee, the Trust
Administrator and the Master Servicer acting on the Trust's behalf) shall have
all the rights and remedies available to the Assignor, insofar as they relate to
the Mortgage Loans, under the Purchase Agreement, including, without limitation,
the enforcement of the document delivery requirements and remedies with respect
to breaches of representations and warranties set forth in the Purchase
Agreement, and shall be entitled to enforce all of the obligations of the
Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Master Servicer acting on the
Trust's behalf). Neither the Company nor the Assignor shall amend or agree to
amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing
and in good standing as a corporation under the laws of the State of
Delaware;
(b) The Company has the full power and authority to
execute, deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement. The Company has duly
authorized the execution, delivery and performance of this Agreement,
has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Assignor or
Assignee constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms except as
the enforceability thereof may be limited by bankruptcy, insolvency or
reorganization;
(c) The execution and delivery of this Agreement by
the Company and the performance of and compliance with the terms of
this Agreement will not violate the Company's articles of incorporation
or by-laws or constitute a default under or result in a breach or
acceleration of, any material contract, agreement or other instrument
to which the Company is a party or which may be applicable to the
Company or its assets;
(d) The Company is not in violation of, and the
execution and delivery of this Agreement by the Company and its
performance and compliance with the terms of this Agreement will not
constitute a violation with respect to, any order or decree of any
court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction over the Company or its assets,
which violation might have consequences that would materially and
adversely affect the condition (financial or otherwise) or the
operation of the Company or its assets or might have consequences that
would materially and adversely affect the performance of its
obligations and duties hereunder;
(e) The Company does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement;
(f) There are no actions or proceedings against,
investigations known to it of, the Company before any court,
administrative or other tribunal (A) that might prohibit its entering
into this Agreement or (B) that might prohibit or materially and
adversely affect the performance by the Company of its obligations
under, or validity or enforceability of, this Agreement or the Mortgage
Loans; and
(g) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution,
delivery and performance by the Company of, or compliance by the
Company with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations or orders, if any, that have been obtained.
4. Pursuant to Section 11 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.03 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof or such earlier date as specified in any such representation and
warranty.
5. The Assignor hereby makes the following representations and
warranties as of the date hereof:
(a) With respect to the representations and warranties set
forth in Section 7.03 (a) (2), Section 7.03 (a) (3), Section 7.03 (a)
(4), Section 7.03 (a) (5), Section 7.03 (a) (7), Section 7.03 (a) (9),
Section 7.03 (a) (15), Section 7.03 (a) (16), Section 7.03 (a) (18),
Section 7.03 (a) (19), Section 7.03 (a) (20), Section 7.03 (a) (25),
Section 7.03 (a) (34), Section 7.03 (a) (41) and Section 7.03 (a) (50)
to the best of the Assignor's knowledge, nothing has occurred in the
period of time since the date on which servicing for the Mortgage Loans
was transferred to the date hereof which would cause such
representations and warranties to be untrue in any material respect as
of the date hereof;
(b) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws,
including, but not limited to, all applicable predatory and abusive
lending laws;
(c) None of the mortgage loans are High Cost as defined by any
applicable predatory and abusive lending laws;
(d) No Mortgage Loan is a high cost loan or a covered loan, as
applicable (as such terms are defined in Standard & Poor's LEVELS
Version 5.6 Glossary Revised, Appendix E);
(e) Each Mortgage Loan is in compliance with the
anti-predatory lending eligibility for purchase requirements of ▇▇▇▇▇▇
Mae's Selling Guide;
(f) No Mortgage Loan is a "High Cost Home Loan" as defined in
the Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340
of 2003);
(g) 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);
(h) 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. ▇▇▇. ▇▇.▇▇. 58-21A-1 et seq.);
(i) 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. ▇▇▇. Laws Ch. 183C);
(j) No Mortgage Loan is a "High Cost Home Loan" as defined in
the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
Code ▇▇▇. Sections 24-9-1 through 24-9-9);
(k) No borrower 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 borrower
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 borrower may have qualified
for a lower cost credit product then offered by any mortgage lending
affiliate of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the borrower's application to such affiliate for
underwriting consideration;
(l) The methodology used in underwriting the extension of
credit for each Mortgage Loan employs objective mathematical principles
which relate the borrower's income, assets and liabilities to the
proposed payment and such underwriting methodology does not rely on the
extent of the borrower'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 borrower had a reasonable ability to make
timely payments on the Mortgage Loan;
(m) With respect to any Mortgage Loan that contains a
provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the loan's origination, the borrower agreed to
such premium in exchange for a monetary benefit, including but not
limited to a rate or fee reduction, (ii) prior to the loan's
origination, the borrower 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 borrower 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 Servicer shall not impose
such prepayment premium in any instance when the mortgage debt is
accelerated as the result of the borrower's default in making the loan
payments;
(n) No borrower was required to purchase any single premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation
agreement as a condition of obtaining the extension of credit. No
borrower obtained a prepaid single premium credit insurance policy
(e.g., life, mortgage, disability, accident, unemployement, or health
insurance product) 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;
(o) All points and fees related to each Mortgage Loan were
disclosed in writing to the 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 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 ▇▇▇▇▇▇ Mae's anti-predatory lending
requirements as set forth in the ▇▇▇▇▇▇ Mae Selling Guide;
(p) 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 borrower in accordance with applicable
state and federal law and regulation;
(q) (a) No Mortgage Loan is a "high cost home," "covered"
(excluding home loans defined as "covered home loans" in the New Jersey
Home Ownership Security Act of 2002 that were originated between
November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points
and/or fees);
(r) With respect to each Mortgage Loan, no borrower obtained a
prepaid single-premium credit-life, credit disability, credit
unemployment or credit property insurance policy in connection with the
origination of the mortgage loan; and
(s) With respect to any Mortgage Loan originated on or after
August 1, 2004 and underlying the Security, neither the related
mortgage nor the related mortgage note requires the borrower to submit
to arbitration to resolve any dispute arising out of or relating in any
way to the mortgage loan transaction.
REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES
6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf) in connection with any breach of the representations and warranties made
by the Company set forth in Sections 3 and 4 hereof shall be as set forth in
Subsection 7.04 of the Purchase Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth
therein); provided, however, with respect to any representation of the Company
which materially and adversely affects the interests of any Prepayment Charge,
the Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicer for deposit into the Collection Account in respect
of such Prepayment Charge.
The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Master Servicer acting on the Trust's behalf) in
connection with any breach of the representations and warranties made by the
Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of
the Pooling Agreement as if they were set forth herein.
MISCELLANEOUS
7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
CITIGROUP GLOBAL MARKETS REALTY CORP.
By:_________________________________________
Name:_______________________________________
By:_________________________________________
CITIGROUP MORTGAGE LOAN TRUST INC.
By:_________________________________________
Name:_______________________________________
By:_________________________________________
AMERIQUEST MORTGAGE COMPANY
By:_________________________________________
Name:_______________________________________
By:_________________________________________
EXHIBIT A
Mortgage Loan Schedule
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated May 10, 2005,
("AGREEMENT") among Citigroup Global Markets Realty Corp. ("ASSIGNOR"),
Citigroup Mortgage Loan Trust Inc. ("ASSIGNEE") and MortgageIT, Inc. (the
"COMPANY"):
For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
ASSIGNMENT AND CONVEYANCE
1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") other than the
Servicing Rights appurtenant to the Mortgage Loans and (b) except as described
below, that certain Master Mortgage Loan Purchase and Interim Servicing
Agreement dated as of March 1, 2005, as amended (the "PURCHASE AGREEMENT"),
between the Assignor, as purchaser (the "PURCHASER"), and the Company, as
seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans
and (y) other than as provided below with respect to the enforcement of
representations and warranties, none of the obligations of the Assignor under
the Purchase Agreement.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to the Servicing Rights or any
mortgage loans subject to the Purchase Agreement which are not the Mortgage
Loans set forth on the Mortgage Loan Schedule and are not the subject of this
Agreement.
The Assignor and the Assignee each hereby retain the right to
enforce the representations and warranties set forth in Section 7.01 and Section
7.02 with respect to the Company and the Mortgage Loans against the Company;
provided, however, that in no event shall the Company be required to pay the
Repurchase Price with respect to any Mortgage Loan more than once in connection
with the repurchase of a Mortgage Loan pursuant to Section 7.03 or 7.04 of the
Purchase Agreement. In addition, the right to require the Company to repurchase
a Mortgage Loan shall be exercised solely the Assignee, its successors and
assigns.
RECOGNITION OF THE COMPANY
2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to the trust created pursuant to a Pooling and Servicing
Agreement, dated as of May 1, 2005 (the "POOLING AGREEMENT"), the Assignee,
CitiMortgage, Inc. as master servicer and trust administrator (including its
successors in interest and any successor servicer under the Pooling Agreement,
the "MASTER Servicer"), Citibank, N.A. as paying agent, certificate registrar
and authenticating agent and U.S. Bank, National Association, as trustee
(including its successors in interest and any successor trustees under the
Pooling Agreement, the "TRUSTEE"). The Company hereby acknowledges and agrees
that from and after the date hereof (i) the Trust will be the owner of the
Mortgage Loans, (ii) the Company shall look solely to the Trust for performance
of any obligations of the Assignor insofar as they relate to the enforcement of
the representations, warranties and covenants with respect to the Mortgage
Loans, (iii) the Trust (including the Trustee, the Trust Administrator and the
Master Servicer acting on the Trust's behalf) shall have all the rights and
remedies available to the Assignor, insofar as they relate to the Mortgage
Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
to the Purchaser (insofar as they relate to the rights, title and interest and,
with respect to obligations of the Purchaser, only insofar as they relate to the
enforcement of the representations, warranties and covenants of the Company
under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be deemed to refer to the Trust (including the Trustee, the Trust Administrator
and the Master Servicer acting on the Trust's behalf). Neither the Company nor
the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter
any of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company's performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the Trustee.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation;
(b) The Company has full power and authority to
execute, deliver and perform its obligations under this Agreement and
has full power and authority to perform its obligations under the
Purchase Agreement. The execution by the Company of this Agreement is
in the ordinary course of the Company's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Company's charter or bylaws or any legal restriction,
or any material agreement or instrument to which the Company is now a
party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Company or its
property is subject. The execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary
corporate action on part of the Company. This Agreement has been duly
executed and delivered by the Company, and, upon the due authorization,
execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c) No consent, approval, order or authorization of,
or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this Agreement;
(d) There is no action, suit, proceeding or
investigation pending or, to its knowledge, threatened against the
Company, before any court, administrative agency or other tribunal,
which would draw into question the validity of this Agreement or the
Purchase Agreement, or which, either in any one instance or in the
aggregate, would result in any material adverse change in the ability
of the Company to perform its obligations under this Agreement or the
Purchase Agreement, and the Company is solvent; and
(e) (a) No Mortgage Loan is a "high cost home,"
"covered" (excluding home loans defined as "covered home loans" in the
New Jersey Home Ownership Security Act of 2002 that were originated
between November 26, 2003 and July 7, 2004), "high risk home" or
"predatory" loan under any other applicable state, federal or local law
(or a similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points
and/or fees).
4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct in all
material respects as of the date hereof as if such representations and
warranties were made on the date hereof except that (a) the representations and
warranties set forth in such Subsections qualified by materiality shall be true
and correct and (b) the representation and warranty set forth in Section 7.02(i)
shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule
attached hereto.
5. The Assignor hereby makes the following representations and
warranties as of the date hereof:
(a) Each Mortgage Loan at the time it was made complied in
all material respects with applicable local, state, and federal laws,
including, but not limited to, all applicable predatory and abusive
lending laws;
(b) None of the mortgage loans are High Cost as defined by any
applicable predatory and abusive lending laws; and
(c) 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 5.6 Glossary Revised, Appendix E).
REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES
6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf) in connection with any breach of the representations and warranties made
by the Company set forth in Sections 3 and 4 hereof shall be as set forth in
Subsection 7.03 of the Purchase Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth
therein).
The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Master Servicer acting on the Trust's behalf) in
connection with any breach of the representations and warranties made by the
Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of
the Pooling Agreement as if they were set forth herein.
MISCELLANEOUS
7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
CITIGROUP GLOBAL MARKETS REALTY CORP.
By:______________________________________
Name:____________________________________
By:______________________________________
CITIGROUP MORTGAGE LOAN TRUST INC.
By:______________________________________
Name:____________________________________
By:______________________________________
MORTGAGEIT, INC.
By:______________________________________
Name:____________________________________
By:______________________________________
EXHIBIT A
Mortgage Loan Schedule
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated May 10, 2005,
("AGREEMENT") among Citigroup Global Markets Realty Corp. ("ASSIGNOR"),
Citigroup Mortgage Loan Trust Inc. ("ASSIGNEE") and Residential Mortgage
Assistance Enterprise, LLC. (the "COMPANY"):
For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
ASSIGNMENT AND CONVEYANCE
1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of June 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the
Company, as seller, solely insofar as the Purchase Agreement relates to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of the
Assignor under the Purchase Agreement.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.
RECOGNITION OF THE COMPANY
2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to the trust pursuant to a Pooling and Servicing Agreement,
dated as of May 1, 2005 (the "POOLING AGREEMENT"), among the Assignee,
CitiMortgage, Inc. as master servicer and trust administrator (including its
successors in interest and any successor servicer under the Pooling Agreement,
the "MASTER SERVICER"), Citibank, N.A. as paying agent, certificate registrar
and authenticating agent and U.S. Bank, National Association, as trustee
(including its successors in interest and any successor trustees under the
Pooling Agreement, the "TRUSTEE"). The Company hereby acknowledges and agrees
that from and after the date hereof (i) the Trust will be the owner of the
Mortgage Loans, (ii) the Company shall look solely to the Trust for performance
of any obligations of the Assignor insofar as they relate to the enforcement of
the representations, warranties and covenants with respect to the Mortgage
Loans, (iii) the Trust (including the Trustee, the Trust Administrator and
Master Servicer acting on the Trust's behalf) shall have all the rights and
remedies available to the Assignor, insofar as they relate to the Mortgage
Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
to the Purchaser (insofar as they relate to the rights, title and interest and,
with respect to obligations of the Purchaser, only insofar as they relate to the
enforcement of the representations, warranties and covenants of the Company) or
the Custodian under the Purchase Agreement insofar as they relate to the
Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee,
the Trust Administrator and the Master Servicer acting on the Trust's behalf).
Neither the Company nor the Assignor shall amend or agree to amend, modify,
waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any
way affect the Mortgage Loans or the Company's performance under the Purchase
Agreement with respect to the Mortgage Loans without the prior written consent
of the Trustee.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;
(b) The Company has full power and authority to execute,
deliver and perform its obligations under this Agreement and has full
power and authority to perform its obligations under the Purchase
Agreement. The execution by the Company of this Agreement is in the
ordinary course of the Company's business and will not conflict with,
or result in a breach of, any of the terms, conditions or provisions of
the Company's charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its
property is subject. The execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary
corporate action on part of the Company. This Agreement has been duly
executed and delivered by the Company, and, upon the due authorization,
execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this Agreement;
(d) There is no action, suit, proceeding or investigation
pending or threatened against the Company, before any court,
administrative agency or other tribunal, which would draw into question
the validity of this Agreement or the Purchase Agreement, or which,
either in any one instance or in the aggregate, would result in any
material adverse change in the ability of the Company to perform its
obligations under this Agreement or the Purchase Agreement, and the
Company is solvent;
(e) 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. ▇▇▇. Laws Ch. 183C);
(f) No Mortgage Loan is a "High Cost Home Loan" as defined in
the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
Code ▇▇▇. Sections 24-9-1 through 24-9-9);
(g) No Mortgage Loan is a balloon mortgage loan that has an
original stated maturity of less than seven (7) years; and
(h) No mortgage loan in the trust is a "high cost home,"
"covered" (excluding home loans defined as "covered home loans" in the
New Jersey Home Ownership Security Act of 2002 that were originated
between November 26, 2003 and July 7, 2004), "high risk home" or
"predatory" loan under any other applicable state, federal or local law
(or a similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points
and/or fees).
4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement are true and correct as of the
earlier of (i) the date which is 6 months following the date on which the
Company originally conveyed the Mortgage Loans to the Purchaser and (ii) the
Closing Date hereof as if such representations and warranties were made on the
date hereof other than with respect to the exceptions set forth on EXHIBIT B
attached hereto and except that the representation and warranty set forth in
Section 7.02(a) shall, for purposes of this Agreement, relate to the Mortgage
Loan Schedule attached hereto.
5. The Assignor hereby makes the following representations and
warranties as of the date hereof:
(a) To the best of the Assignor's knowledge, nothing has
occurred in the period of time from the date which is 6 months
following the date on which the Company originally conveyed the
Mortgage Loans to the Purchaser to the date hereof which would cause
such representation and warranties referred to in Section 4 herein to
be untrue in any material respect as of the date hereof;
(b) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws,
including, but not limited to, all applicable predatory and abusive
lending laws;
(c) None of the mortgage loans are High Cost as defined by any
applicable predatory and abusive lending laws; and
(d) No Mortgage Loan is a high cost loan or a covered loan, as
applicable (as such terms are defined in Standard & Poor's LEVELS
Version 5.6 Glossary Revised, Appendix E).
REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES
6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf) in connection with any breach of the representations and warranties made
by the Company set forth in Sections 3 and 4 hereof shall be as set forth in
Subsection 7.03 of the Purchase Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth
therein); provided, however, with respect to any representation of the Company
which materially and adversely affects the interests of any Prepayment Charge,
the Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicer for deposit into the Collection Account in respect
of such Prepayment Charge.
The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Master Servicer acting on the Trust's behalf) in
connection with any breach of the representations and warranties made by the
Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of
the Pooling Agreement as if they were set forth herein.
MISCELLANEOUS
7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
CITIGROUP GLOBAL MARKETS REALTY CORP.
By:______________________________________
Name:____________________________________
By:______________________________________
CITIGROUP MORTGAGE LOAN TRUST INC.
By:______________________________________
Name:____________________________________
By:______________________________________
RESIDENTIAL MORTGAGE ASSISTANCE
ENTERPRISE, LLC
By:______________________________________
Name:____________________________________
By:______________________________________
EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
Exceptions
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated May 10, 2005,
("AGREEMENT") among Citigroup Global Markets Realty Corp. ("ASSIGNOR"),
Citigroup Mortgage Loan Trust Inc. ("ASSIGNEE") and WMC Mortgage Corp. (the
"COMPANY"):
For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
ASSIGNMENT AND CONVEYANCE
1. The Assignor hereby conveys, sells, grants, transfers and assigns to
the Assignee (x) all of the right, title and interest of the Assignor,
as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b)
except as described below, that certain Master Mortgage Loan Purchase
and Interim Servicing Agreement dated as of April 1, 2005, as amended
(the "PURCHASE Agreement"), between the Assignor, as purchaser (the
"PURCHASER"), and the Company, as seller, solely insofar as the
Purchase Agreement relates to the Mortgage Loans and (y) other than as
provided below with respect to the enforcement of representations and
warranties, none of the obligations of the Assignor under the Purchase
Agreement.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.
RECOGNITION OF THE COMPANY
2. Assignor and Assignee hereby notify the Company that from
and after the date hereof, the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to the trust created pursuant to a Pooling and
Servicing Agreement, dated as of May 1, 2005 (the "POOLING AGREEMENT"), among
the Assignee, CitiMortgage, Inc. as master servicer and trust administrator
(including its successors in interest and any successor servicer under the
Pooling Agreement, the "MASTER Servicer"), Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank, National
Association, as trustee (including its successors in interest and any successor
trustees under the Pooling Agreement, the "TRUSTEE"). The Company hereby
acknowledges and agrees that from and after the date hereof (i) the Trust will
be the owner of the Mortgage Loans, (ii) the Company shall look solely to the
Trust for performance of any obligations of the Assignor insofar as they relate
to the enforcement of the representations, warranties and covenants with respect
to the Mortgage Loans, (iii) the Trust (including the Trustee, the Trust
Administrator and Master Servicer acting on the Trust's behalf) shall have all
the rights and remedies available to the Assignor, insofar as they relate to the
Mortgage Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
to the Purchaser (insofar as they relate to the rights, title and interest and,
with respect to obligations of the Purchaser, only insofar as they relate to the
enforcement of the representations, warranties and covenants of the Company) or
the Custodian under the Purchase Agreement insofar as they relate to the
Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee,
the Trust Administrator and the Master Servicer acting on the Trust's behalf).
Neither the Company nor the Assignor shall amend or agree to amend, modify,
waive, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any
way affect the Mortgage Loans or the Company's performance under the Purchase
Agreement with respect to the Mortgage Loans without the prior written consent
of the Trustee.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;
(b) The Company has full power and authority to execute,
deliver and perform its obligations under this Agreement and has full
power and authority to perform its obligations under the Purchase
Agreement. The execution by the Company of this Agreement is in the
ordinary course of the Company's business and will not conflict with,
or result in a breach of, any of the terms, conditions or provisions of
the Company's charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its
property is subject. The execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary
corporate action on part of the Company. This Agreement has been duly
executed and delivered by the Company, and, upon the due authorization,
execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this Agreement;
(d) There is no action, suit, proceeding or investigation
pending or, to the company's actual knowledge, threatened against the
Company, before any court, administrative agency or other tribunal,
which would draw into question the validity of this Agreement or the
Purchase Agreement, or which, either in any one instance or in the
aggregate, would result in any material adverse change in the ability
of the Company to perform its obligations under this Agreement or the
Purchase Agreement, and the Company is solvent;
(e) 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. ▇▇▇. Laws Ch. 183C);
(f) No Mortgage Loan is a balloon mortgage loan that has an
original stated maturity of less than seven (7) years; and
(g) No Mortgage Loan is a "high cost home," "covered"
(excluding home loans defined as "covered home loans" in the New Jersey
Home Ownership Security Act of 2002 that were originated between
November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points
and/or fees).
4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof, provided, however that (A) the representations and warranties contained
in Sections 7.02 (iii), (iv), (v), (vii), (ix), (xvii), (xviii), (xxii),
(xxiii), the last sentences of (xvi) and (xxiv), (lix), and (lxi) (collectively,
the "Servicing Transfer Date Representations"), shall be made by the Seller as
of the Servicing Transfer Date, and (B) the representation and warranty set
forth in Section 7.02(i) shall, for purposes of this Agreement, relate to the
Mortgage Loan Schedule attached hereto.
5. The Assignor hereby makes the following representations and
warranties as of the date hereof:
(a) To the best of the Assignor's knowledge, nothing has
occurred in the period of time from the Servicing Transfer Date to the
date hereof which would cause such representation and warranties
referred to in Section 4 herein to be untrue in any material respect as
of the date hereof;
(b) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws,
including, but not limited to, all applicable predatory and abusive
lending laws;
(c) None of the mortgage loans are High Cost as defined by any
applicable predatory and abusive lending laws; and
(d) No Mortgage Loan is a high cost loan or a covered loan, as
applicable (as such terms are defined in Standard & Poor's LEVELS
Version 5.6 Glossary Revised, Appendix E).
REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES
6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf) in connection with any breach of the representations and warranties made
by the Company set forth in Sections 3 and 4 hereof shall be as set forth in
Subsection 7.03 of the Purchase Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth
therein).
The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Master Servicer acting on the Trust's behalf) in
connection with any breach of the representations and warranties made by the
Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of
the Pooling Agreement as if they were set forth herein.
MISCELLANEOUS
7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Master Servicer acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
CITIGROUP GLOBAL MARKETS REALTY CORP.
By:_________________________________________
Name:_______________________________________
By:_________________________________________
CITIGROUP MORTGAGE LOAN TRUST INC.
By:_________________________________________
Name:_______________________________________
By:_________________________________________
WMC MORTGAGE CORP.
By:_________________________________________
Name:_______________________________________
By:_________________________________________
EXHIBIT A
Mortgage Loan Schedule
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the
"Agreement") is made and entered into as of May 10, 2005 (the "Closing Date"),
among Citigroup Global Markets Realty Corp. (the "Assignor"), U.S. Bank National
Association, not individually but solely as trustee for the holders of Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
2005-HE1 (the "Assignee"), Countrywide Home Loans Servicing LP (the "Company").
WHEREAS, the Assignor has sold certain servicing rights (the
"Servicing Rights") for the mortgage loans set forth on EXHIBIT A (the "Mortgage
Loans") to the Company pursuant to that certain Mortgage Loan Servicing Rights
Purchase and Servicing Agreement, dated as of January 12, 2005 (the "Countrywide
Agreement"); and
WHEREAS, the Company is currently servicing the Mortgage Loans
for the benefit of the Assignor in accordance with the terms and conditions of
the Countrywide Agreement.
For and in consideration of the mutual promises and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, and of the mutual covenants herein contained,
the parties hereto hereby agree as follows:
1. Defined terms used in this Agreement and not otherwise
defined herein shall have the meanings set forth in the Countrywide Agreement or
in the Pooling and Servicing Agreement (as defined herein).
2. The Assignor hereby grants, transfers and assigns to
Assignee all of the right, title, interest and obligations of Assignor, as
purchaser, in, to and under the Countrywide Agreement with respect to the
Mortgage Loans; provided, however, the Assignor hereby agrees to remain liable
for the defense and indemnification of the Company as provided in Section 3.4 of
the Countrywide Agreement and any obligations to cure and repurchase pursuant to
Section 3.3 of the Countrywide Agreement with respect to any breaches or alleged
breaches of any of the Assignor's representations and warranties set forth in
Article III of the Countrywide Agreement to the extent of events occurring prior
to the date hereof.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under any
and all obligations of the Assignor with respect to any mortgage loans subject
to the Countrywide Agreement which are not the Mortgage Loans set forth on
EXHIBIT A attached hereto and are not the subject of this Agreement.
3. The Assignor warrants and represents to, and covenants
with, the Assignee that as of the date hereof:
(a) Attached hereto as EXHIBIT B is a true and accurate copy
of the Countrywide Agreement, which agreement is in full force and
effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any material respect, nor has any notice
of termination been given thereunder;
(b) Assignor was the lawful owner of any and all of its
interests, rights and obligations under the Countrywide Agreement as it
relates to the Mortgage Loans, free and clear from any and all claims
and encumbrances; and upon the transfer of such interests, rights and
obligations to Assignee as contemplated herein, Assignee shall have
good title to any and all of Assignor's interests, rights and
obligations under the Countrywide Agreement, except as otherwise set
forth herein, as they relate to the Mortgage Loans, free and clear of
any and all liens, claims and encumbrances;
(c) There are no known offsets, counterclaims or other
defenses available to Company with respect to the Countrywide
Agreement;
(d) Assignor is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
(e) Assignor has full corporate power and authority to
execute, deliver and perform its obligations under this Agreement, and
to consummate the transactions set forth herein. The consummation of
the transactions contemplated by this Agreement is in the ordinary
course of Assignor's business and will not conflict with, or result in
a breach of, any of the terms, conditions or provisions of Assignor's
charter or by-laws or any legal restriction, or any material agreement
or instrument to which Assignor is now a party or by which it is bound,
or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by Assignor of this Agreement and
the consummation by it of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of
Assignor. This Agreement has been duly executed and delivered by
Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding
obligation of Assignor enforceable against Assignor in accordance with
its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law; and
(f) Assignor has received from the Company, and has delivered
to Assignee, all documents required to be delivered to the Assignor by
the Company prior to the date hereof pursuant to the Countrywide
Agreement with respect to the Mortgage Loans and has not received, and
has not requested from the Seller or the Company, any additional
documents.
(g) Assignor shall not add any mortgage loan to the pool of
Mortgage Loans that is already serviced pursuant to the Countrywide
Agreement.
4. Assignee warrants and represents to, and covenants with,
Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good
standing under the laws of the United States of America;
(b) Assignee has full corporate power and authority to execute
and deliver this Agreement, and to consummate the transactions set
forth herein. The consummation of the transactions contemplated by this
Agreement is in the ordinary course of Assignee's business and will not
conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee
is now a party or by which it is bound, or to its knowledge, result in
the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery
and performance by Assignee of this Agreement and the consummation by
it of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Assignee. This
Agreement has been duly executed and delivered by Assignee and, upon
the due authorization, execution and delivery by Assignor and Company,
will constitute the valid and legally binding obligation of Assignee
enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c) To its knowledge, no consent, approval, order or
authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Assignee in
connection with the execution, delivery or performance by Assignee of
this Agreement, or the consummation by it of the transactions
contemplated hereby;
(d) Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's rights and obligations as "Seller" thereunder
but solely with respect to such Mortgage Loans; provided however, that
Assignee is assuming such obligations solely in its capacity as trustee
for Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2004-HE1 and not individually, and any recourse
against the Assignee in respect of such obligations shall be limited
solely to the assets it may hold as trustee of Citigroup Mortgage Loan
Trust Inc., Mortgage Pass-Through Certificates, Series 2005-HE1; and
5. Company warrants and represents to, and covenants with,
Assignor and Assignee as of the date hereof:
(a) Attached hereto as EXHIBIT B is a true and accurate copy
of the Countrywide Agreement, which agreement is in full force and
effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any material respect, nor has any notice
of termination been given thereunder;
(b) Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and
has all requisite power and authority to service the Mortgage Loans and
otherwise to perform its obligations under the Countrywide Agreement;
(c) Company has full power and authority to execute, deliver
and perform its obligations under this Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this Agreement is in the ordinary course of Company's
business and will not conflict with, or result in a breach of, any of
the terms, conditions or provisions of Company's organizational
documents or any legal restriction, or any material agreement or
instrument to which Company is now a party or by which it is bound, or
result in the violation of any law, rule, regulation, order, judgment
or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this Agreement and the
consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of
Company. This Agreement has been duly executed and delivered by
Company, and, upon the due authorization, execution and delivery by
Assignor and Assignee, will constitute the valid and legally binding
obligation of Company, enforceable against Company in accordance with
its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the
execution, delivery or performance by Company of this Agreement, or the
consummation by it of the transactions contemplated hereby;
(e) The Company shall service the Mortgage Loans in accordance
with the terms and provisions of the Agreement, as modified by this
Agreement and shall establish a Custodial Account and an Escrow Account
under the Countrywide Agreement in favor of Assignee with respect to
the Mortgage Loans separate from the Custodial Account and Escrow
Account previously established under the Countrywide Agreement in favor
of Assignor;
(f) Neither this Agreement nor any certification, statement,
report or other agreement, document or instrument furnished or to be
furnished by the Company pursuant to this Agreement contains or will
contain, at the time furnished, any materially untrue statement of fact
or omits or will omit to state a fact necessary to make the statements
contained therein not misleading at the time such statements are made;
and
(g) The Company shall fully furnish, in accordance with the
Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (i.e., favorable and unfavorable) on its
borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company (three of the credit repositories), on a monthly
basis and the Company shall transmit full-file credit reporting data
for each Mortgage Loan pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19
and that for each Mortgage Loan, the Company 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.
6. Assignor hereby agrees to indemnify and hold the Assignee
(and its successors and assigns) harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that Assignee (and its successors and assigns)
may sustain in any way related to any breach of the representations or
warranties of Assignor set forth in this Agreement or the breach of any covenant
or condition contained herein.
7. The Company hereby acknowledges that CitiMortgage, Inc. has
been appointed as the master servicer (the "Master Servicer") for the Mortgage
Loans pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2005
(the "Pooling and Servicing Agreement") among Citigroup Mortgage Loan Trust
Inc., as depositor, CitiMortgage, Inc., as master servicer and trust
administrator, Citibank, N.A., as certificate registrar, paying agent and
authenticating agent and the Assignee, as trustee (the "Trustee"). The Company
shall deliver any reports required to be delivered under the Agreement to:
CitiMortgage, Inc., Master Servicing Division, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Compliance Manager.
RECOGNITION OF ASSIGNEE
8. From and after the date hereof, the Company shall recognize
the Assignee as owner of the Mortgage Loans, and acknowledges that the Mortgage
Loans will be part of a REMIC, and will service the Mortgage Loans in accordance
with the Countrywide Agreement, as modified by this Agreement, but in no event
in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon any REMIC (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).
In addition, the Company hereby acknowledges that from and
after May 10, 2005 (the "Closing Date"), the Mortgage Loans will be subject to
the terms and conditions of the Pooling and Servicing Agreement and therefore
has the right to enforce all obligations of the Company, as they relate to the
Mortgage Loans, under the Countrywide Agreement. Such right will include,
without limitation, the right to terminate the Company under the Countrywide
Agreement upon the occurrence of an event of default thereunder, the right to
receive all remittances required to be made by the Company under the Countrywide
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Company under the Purchase Agreement, the right to examine
the books and records of the Company, indemnification rights, and the right to
exercise certain rights of consent and approval relating to actions taken by the
Company.
9. It is the intention of the Assignor, the Company and the
Assignee that this Agreement shall be binding upon and for the benefit of the
respective successors and assigns of the parties hereto. Neither the Company nor
the Assignor shall amend or agree to amend, modify, waive, or otherwise alter
any of the terms or provisions of the Countrywide Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans without the prior written consent of the Assignee.
MODIFICATION OF THE COUNTRYWIDE AGREEMENT:
10. The Company and Assignor hereby amend the Countrywide
Agreement (only with respect to the Mortgage Loans) as follows:
THE FOLLOWING DEFINITIONS ARE ADDED TO ARTICLE I OF THE
COUNTRYWIDE AGREEMENT:
DEPOSITORY INSTITUTION: Any depository institution or trust
company, including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has, or is a subsidiary of a holding company that
has, an outstanding unsecured commercial paper or other short-term unsecured
debt obligations that are rated highest rating category by at least two of the
Rating Agencies (or a comparable rating if S&P, ▇▇▇▇▇'▇ and Fitch are not the
Rating Agencies).
MASTER SERVICER: CitiMortgage, Inc., or its successors in
interest who meet the qualifications of the Pooling and Servicing Agreement and
this Agreement.
PERMITTED INVESTMENTS: Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee,
the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust
Administrator or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the United
States of America or any state thereof and that are rated by the Rating
Agencies in its highest long-term unsecured rating category at the time
of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by the Rating Agencies in its
highest short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised by the Trustee, the Trust Administrator or an Affiliate of
either of them, that have been rated "AAA" by S&P and "Aaa" by ▇▇▇▇▇'▇;
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 Class A Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: An amount in
respect of a Prepayment Charge or portion thereof waived other than as permitted
in Section 5.20, paid by the Company as required by Section 5.20.
THE DEFINITION OF BUSINESS DAY IS DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING:
BUSINESS DAY: Any day other than a Saturday, a Sunday or a day
on which banking or savings and loan institutions in the State of New York, the
State of Texas, the State of Missouri, the State of Iowa, the State of Maryland,
the State of California, 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.
THE DEFINITION OF CUSTODIAL ACCOUNT IS DELETED IN ITS ENTIRETY
AND REPLACED WITH THE FOLLOWING:
CUSTODIAL ACCOUNT: The account or accounts created and
maintained pursuant to SECTION 5.4, each of which, in the case of the Mortgage
Loans shall be entitled, "Countrywide Home Loans Servicing LP, as Servicer for
CitiMortgage, Inc., as Master Servicer for the applicable trustees " and each of
which shall be an Eligible Account. Such accounts with respect to the Mortgage
Loans shall be separate from any accounts containing the Servicer's own funds or
any accounts relating to mortgage loans that are serviced for the Seller rather
than for securitization trustees.
THE DEFINITION OF ELIGIBLE ACCOUNT IS DELETED IN ITS ENTIRETY
AND REPLACED WITH THE FOLLOWING:
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.
THE DEFINITION OF LOAN-TO-VALUE RATIO IS DELETED IN ITS
ENTIRETY AND REPLACED WITH THE FOLLOWING:
LOAN-TO-VALUE RATIO or LTV: With respect to any Mortgage Loan,
the ratio of the original outstanding principal amount (plus the principal
amount of any senior lien in the case of a second lien Mortgage Loan) to the
Appraised Value of the Mortgage Loan.
THE DEFINITION OF PREPAYMENT INTEREST SHORTFALL AMOUNT IS
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:
PREPAYMENT INTEREST SHORTFALL AMOUNT: With respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part
during the calendar month preceding the month of the related Remittance Date,
which Principal Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in the calendar month in which such Remittance Date
occurs, the amount of interest (at the Mortgage Loan Remittance Rate) that would
have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.
THE DEFINITION OF SERVICING ADVANCES IS DELETED IN ITS
ENTIRETY AND REPLACED WITH THE following:
SERVICING ADVANCES: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by Countrywide of
its servicing obligations in the case of a default, delinquency or other
unanticipated event, including the cost of (i) the preservation, restoration and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of the
REO Property, and (iv) compliance with the obligations under this Agreement
including SECTION 5.9.
THE DEFINITION OF UPDATED LTV IS DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING:
UPDATED LTV: With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan (plus the principal amount
of any senior lien in the case of a second lien Mortgage Loan) as of the date of
determination divided by the value of the related Mortgaged Property as
determined by a recent appraisal of the Mortgaged Property.
NOTWITHSTANDING THE SECOND TO LAST SENTENCE OF SECTION 3.4 OF
THE COUNTRYWIDE AGREEMENT, TO THE EXTENT THE SERVICER HAS ANY RIGHT TO AN OFFSET
PURSUANT TO SECTION 3.4, IT SHALL ▇▇▇▇ THE MASTER SERVICER AND THE MASTER
SERVICER SHALL ARRANGE FOR EITHER THE SELLER OR THE TRUST FUND TO PAY SUCH
AMOUNT TO THE SERVICER.
SECTION 3.5 OF THE COUNTRYWIDE AGREEMENT IS AMENDED BY ADDING
THE FOLLOWING AS THE LAST PARAGRAPH THEREOF:
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 3.5 shall survive delivery of
the Mortgage Loans to the Trustee or to the Custodian on its behalf and shall
inure to the benefit of the Trustee, the Trust Administrator, the Depositor and
the Certificateholders.
SECTIONS 5.5(B) AND (C) ARE DELETED IN THEIR ENTIRETY AND
REPLACED WITH THE FOLLOWING:
(b) to reimburse itself for Monthly Advances (Servicer's
reimbursement for Monthly Advances shall be limited to amounts received on the
related Mortgage Loan (or to amounts received on the Mortgage Loans as a whole
if the Monthly Advance is made due to a shortfall in a Monthly Payment made by a
Mortgagor entitled to relief under the Servicemembers Civil Relief Act) which
represent Late Collections, Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or REO disposition proceeds, net of the related Servicing
Fee and LPMI Fee, if applicable. Servicer's right to reimbursement hereunder
shall be prior to the rights of the Seller. Notwithstanding the foregoing,
Servicer may reimburse itself for Monthly Advances from any funds in the
Custodial Account if it has determined that such funds are nonrecoverable
advances or if all funds, with respect to the related Mortgage Loan, have
previously been remitted to the Seller;
(c) to reimburse itself for unreimbursed Servicing Advances
and any unpaid Servicing Fees (Servicer's reimbursement for Servicing Advances
and/or Servicing Fees hereunder with respect to any Mortgage Loan shall be
limited to proceeds from the related Mortgage Loan from Cash Liquidation,
Liquidation Proceeds, Condemnation Proceeds, PMI Proceeds, and Other Insurance
Proceeds; provided, however, that Servicer may reimburse itself for Servicing
Advances and Servicing Fees from any funds in the Custodial Account following
final liquidation of the related Mortgage Loan if all funds, with respect to the
related Mortgage Loan, have previously been remitted to the Seller;
SECTION 5.9 OF THE COUNTRYWIDE AGREEMENT IS AMENDED BY ADDING
THE FOLLOWING AS THE LAST SENTENCE OF THE FIRST PARAGRAPH:
Any cost incurred by the Servicer in effecting the payment of
taxes and assessments on a Mortgaged Property shall not be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit.
SECTION 5.19 OF THE IS ADDED TO THE COUNTRYWIDE AGREEMENT AS
FOLLOWS:
Not later than fifteen days after each Distribution Date, the
Company shall forward to the Master Servicer, a statement prepared by the
Company setting forth the status of the Custodial 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 Custodial Account of each category of
deposit specified in Section 5.4 and each category of withdrawal specified in
Section 5.5. Such statement may be in the form of the then current ▇▇▇▇▇▇ ▇▇▇
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.
SECTION 5.20 OF THE IS ADDED TO THE COUNTRYWIDE AGREEMENT AS
FOLLOWS:
All Prepayment Penalties and any Servicer Prepayment Charge
Payment Amount relating to Principal Prepayments during a related Prepayment
Period shall be remitted as part of the Servicer's remittance on the related
Remittance Date. To the extent consistent with the terms of this Agreement, the
Company may waive (or permit a subservicer to waive) a Prepayment Penalty only
under the following circumstances: (i) such waiver is standard and customary in
servicing similar Mortgage Loans and (ii) such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Company, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan. If a Prepayment Penalty or
any portion thereof is waived for any reason other than as permitted by meeting
the standards described in clauses (i) and (ii) above, then the Company shall
pay to the Seller the amount of such waived Prepayment Penalty or portion
thereof. Such remedy amount payable by the Company shall accompany the Company's
next scheduled monthly remittance to the Purchaser following the calendar month
in which the related Principal Prepayment occurred. In no event shall Prepayment
Penaltie
SECTION 6.7 IS ADDED TO THE COUNTRYWIDE AGREEMENT AS FOLLOWS:
(a) For so long as (1) the Mortgage Loans are being master
serviced by the Master Servicer and (2) the Master Servicer is required by
Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual
certification, by March 15th of each year, beginning with March 15, 2006 (or if
not a Business Day, the immediately preceding Business Day), an officer of the
Company shall execute and deliver an Officer's Certificate to the Master
Servicer for the benefit of such Master Servicer and its officers, directors and
affiliates, certifying as to the following matters:
(i) Based on my knowledge, the information in the Annual
Statement of Compliance, the Annual Independent Public Accountant's
Servicing Report and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans
submitted to the Master Servicer 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 such statements or reports;
(ii) Based on my knowledge, the servicing information required
to be provided to the Master Servicer by the Company under this
Servicing Agreement has been provided to the Master Servicer;
(iii) I am responsible for reviewing the activities performed
by the Company under the Servicing Agreement and based upon my
knowledge and the review required by this Servicing Agreement, and
except as disclosed in the Annual Statement of Compliance or the Annual
Independent Public Accountant's Servicing Report submitted to the
Master Servicer, the Servicer has, as of the last day of the period
covered by the Annual Statement of Compliance; and
(iv) I have disclosed to the Master Servicer all significant
deficiencies relating to the Company'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 standard as set forth in the Servicing Agreement.
(b) The Company shall indemnify and hold harmless the Master
Servicer and its officers, directors, agents and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach by the Company or any of its officers, directors, agents or
affiliates of its obligations under this Section 5.06 or the negligence, bad
faith or willful misconduct of the Company in connection therewith. If the
indemnification provided for herein is unavailable in whole or in part for any
reason, then the Company agrees that it shall contribute to the amount paid or
payable by the Master Servicer as a result of the losses, claims, damages or
liabilities of the Master Servicer in such proportion as is appropriate to
reflect the relative fault of the Company, in connection with a breach of the
Company's obligations under this Section 5.06 or the Company's negligence, bad
faith or willful misconduct in connection therewith.
THE FOLLOWING IS ADDED TO THE END OF THE LAST SENTENCE OF
SECTION 7.2:
to the extent the Servicer could be reimbursed for the same if
it were the Master Servicer of the Mortgage Loans under Section 6.03 of the
Pooling and Servicing Agreement.
THE FOLLOWING IS ADDED TO THE END OF THE LAST SENTENCE OF
SECTION 7.5:
at the same time and from the same sources as it would be
reimbursed from were it to continue as Servicer hereunder.
SECTION 8.2(C) OF THE COUNTRYWIDE AGREEMENT AND THE LAST
PARAGRAPH OF SECTION 8.2 OF THE COUNTRYWIDE AGREEMENT ARE DELETED IN THEIR
ENTIRETY.
NOTWITHSTANDING SECTION 9.15 OF THE COUNTRYWIDE AGREEMENT, THE
SELLER OR ITS AFFILIATES SHALL BE PERMITTED TO FILE THIS AGREEMENT WITH THE
COMMISSION.
THE FOLLOWING IS ADDED AS THE LAST SENTENCE OF SECTION 9.17 OF
THE COUNTRYWIDE AGREEMENT:
In addition, the Servicer shall provide the Master Servcer,
from time to time and upon reasonable request, certification of continued
Servicer eligibility, evidence of renewals of fidelity bond and errors and
omissions insurance policy, notice of the location of the Custodial Account,
reconciliation of the Custodial Account and updates on servicing of 90+ day
delinquent Mortgage Loans.
THE FOLLOWING IS ADDED AS SECTION 9.20 OF THE COUNTRYWIDE
AGREEMENT:
The Master Servicer and the Trustee shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.
11. The Company shall make all distributions under the
Countrywide Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Citigroup Mortgage Loan Trust 2005-HE1 Master Servicer
Collection Account
CitiMortgage, Inc.
ABA # [______]
Account Name: [________]
Account # [______]
For Further Credit to: Citigroup Mortgage Loan Trust 2005-HE1,
Account #[______].
and the Company shall deliver all reports required to be delivered under the
Countrywide Agreement to the Assignee at the address set forth in Section 12
herein and to the Master Servicer at:
CitiMortgage, Inc.
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Attention: Citigroup Mortgage Loan Trust 2004-HYB4
Notices:
The Assignor's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Agreement is:
Citigroup Global Markets Realty Corp.
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Attention: Mortgage Finance Group
The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Agreement is:
U.S. Bank National Association
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Attention: Corporate Trust Services
The Company's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Agreement is:
Countrywide Home Loans Servicing LP
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MISCELLANEOUS:
12. Each party will pay any commissions it has incurred and
the Assignor shall pay the fees of its attorneys and the reasonable fees of the
attorneys of the Assignee and the Company in connection with the negotiations
for, documenting of and closing of the transactions contemplated by this
Agreement.
13. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
14. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.
15. This Agreement shall inure to the benefit of the
successors and assigns of the parties hereto. Any entity into which Assignor,
Assignee, or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee, or Company,
respectively, hereunder.
16. This Agreement shall survive the conveyance of the
Mortgage Loans, the assignment of the Countrywide Agreement to the extent of the
Mortgage Loans by Assignor to Assignee and the termination of the Countrywide
Agreement.
17. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
18. In the event that any provision of this Agreement
conflicts with any provision of the Countrywide Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
U.S. BANK NATIONAL ASSOCIATION, as Trustee
for the holders of Citigroup Mortgage Loan
Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2005-HE1
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
COUNTRYWIDE HOME LOANS SERVICING LP
BY: COUNTRYWIDE GP, INC., ITS GENERAL
PARTNER
By:___________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED
CITIMORTGAGE, INC.
By:_____________________________
Name:
Title:
EXHIBIT A
Mortgage Loans
Available Upon Request
EXHIBIT B
Mortgage Loan Servicing Rights Purchase and Servicing Agreement is dated and
effective as of January 12, 2005, among Citigroup Global Markets Realty Corp.
and Countrywide Home Loans Servicing LP.
Available Upon Request
EXHIBIT E
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REQUEST FOR RELEASE
TO: U.S. Bank National Association
Corporate Trust Services
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Re: Pooling and Servicing Agreement dated as of May 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:
[____________]
[____________]
By: ________________________________________
Name:
Title:
Issuer:____________________
Address:____________________________________
Date:______________________
Trustee
U.S. BANK NATIONAL ASSOCIATION
Please acknowledge the execution of the above request by your signature and date
below:
___________________________________
Signature Date
Documents returned to Trustee:
____________________________________
Trustee Date
EXHIBIT F-1
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FORM OF TRANSFEROR REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
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ATTENTION: CMLTI, SERIES 2005-HE1
Re: Citigroup Mortgage Loan Trust Inc., Asset-Backed
Pass-Through Certificates, Series 2005-HE1, 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.
Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Very truly yours,
[Transferor]
By: _______________________________
Name:
Title:
FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
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ATTENTION: CMLTI, SERIES 2005-HE1
Re: Citigroup Mortgage Loan Trust Inc., Asset-Backed
Pass-Through Certificates, Class, Series 2005-HE1,
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 May 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:
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and U.S. Bank National Association, as Trustee,
with respect to the mortgage pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive
officer of the entity purchasing the Certificates (the
"Transferee").
2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of
1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $_____________________(1)
in securities (except for the excluded securities referred
to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the
criteria in the category marked below.
___ CORPORATION, ETC. The Transferee is a corporation (other
than a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or any organization described in Section
501(c)(3) of the Internal Revenue Code of 1986.
___ BANK. The Transferee (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution, which
is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a
foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least
___ BROKER-DEALER. The Transferee is a dealer registered
pursuant to Section 15 of the Securities Exchange Act
of 1934.
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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.
___ 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?
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:
ANNEX 2 TO EXHIBIT F
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QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the entity purchasing the Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the "Adviser").
2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.
____ The Transferee owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
5. The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on
the statements made herein because one or more sales to the Transferee will be
in reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The undersigned will notify the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.
Dated:
___________________________________
Print Name of Transferee or Advisor
By:________________________________
Name:
Title:
IF AN ADVISER:
___________________________________
Print Name of Transferee
FORM OF TRANSFEREE REPRESENTATION LETTER
----------------------------------------
The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:
1. I am an executive officer of the Purchaser.
2. The Purchaser is a "qualified institutional buyer", as defined in Rule
144A, ("Rule 144A") under the Securities Act of 1933, as amended.
3. As of the date specified below (which is not earlier than the last day
of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested
on a discretionary basis by the Purchaser was in excess of
$100,000,000.
Name of Purchaser
___________________________________
By:________________________________
Name:
Title:
Date of this certificate:
Date of information provided in
paragraph 3
EXHIBIT F-2
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FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of, the proposed Transferee
of an Ownership Interest in a Residual Certificate (the "Certificate") issued
pursuant to the Pooling and Servicing Agreement dated as of May 1, 2005 (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc., as depositor (the
"Depositor"), CitiMortgage, Inc., as master servicer (the "Master Servicer") and
trust administrator, Citibank, N.A. as certificate registrar, paying agent and
authenticating agent and U.S. Bank National Association, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee for the benefit of the Depositor and the Trustee.
2. The Transferee is, as of the date hereof, and will be, as
of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate for its own account. The Transferee
has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees to be bound by and to abide by the provisions of Section 5.02(d) of the
Agreement and the restrictions noted on the face of the Certificate. The
Transferee understands and agrees that any breach of any of the representations
included herein shall render the Transfer to the Transferee contemplated hereby
null and void.
6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit L to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.
7. The Transferee has historically paid its debts as they have
come due, intends to pay its debts as they come due in the future, and
understands that the taxes payable with respect to the Certificate may exceed
the cash flow with respect thereto in some or all periods and intends to pay
such taxes as they become due. The Transferee does not have the intention to
impede the assessment or collection of any tax legally required to be paid with
respect to the Certificate.
8. The Transferee's taxpayer identification number is
___________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
11. The Transferee will not cause income from the Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
U.S. person.
12. Check one of the following:
[_] The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum
of:
(i) the present value of any consideration given to the
Transferee to acquire such Certificate;
(ii) the present value of the expected future
distributions on such Certificate; and
(iii) the present value of the anticipated tax savings
associated with holding such Certificate as the
related REMIC generates losses.
For purposes of this calculation, (i) the Transferee is
assumed to pay tax at the highest rate currently specified in Section 11(b) of
the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in
lieu of the highest rate specified in Section 11(b) of the Code if the
Transferee has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Transferee.
[_] The transfer of the Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) the Transferee is an "eligible corporation," as
defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), as to which income from the
Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of
the transfer, the Transferee had gross assets for
financial reporting purposes (excluding any
obligation of a person related to the Transferee
within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million
and net assets in excess of $10 million;
(iii) the Transferee will transfer the Certificate only to
another "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), in a
transaction that satisfies the requirements of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations; and
(iv) the Transferee determined the consideration paid to
it to acquire the Certificate based on reasonable
market assumptions (including, but not limited to,
borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the
Transferee) that it has determined in good faith.
[_] None of the above.
13. The Transferee is not an employee benefit plan that is
subject to Title I of ERISA or a plan that is subject to Section 4975 of the
Code or a plan subject to any Federal, state or local law that is substantially
similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is
not acting on behalf of or investing plan assets of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this day of , 20 .
[NAME OF TRANSFEREE]
By: _______________________________
Name:
Title:
[Corporate Seal]
ATTEST:
---------------------------------------------
[Assistant] Secretary
Personally appeared before me the above-named __________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ___________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.
Subscribed and sworn before me this_____day of_____________,
20__.
___________________________________
NOTARY PUBLIC
My Commission expires the __ day
of _________, 20__
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
__________________________, being duly sworn, deposes,
represents and warrants as follows:
1. I am a ____________________ of ____________________________
(the "Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.
2. The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.
3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.
4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.
[OWNER]
By: _______________________________
Name:
Title: [Vice] President
ATTEST
By:_________________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of __________,
20___.
___________________________________
Notary Public
County of _________________________
State of __________________________
My Commission expires:
EXHIBIT G
---------
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
U.S. Bank National Association
Corporate Trust Services
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: CMLTI, Series 2005-HE1
Re: Citigroup Mortgage Loan Trust Inc.
Asset-Backed Pass-Through Certificates, Series 2005-HE1, Mortgage Class
Dear Sirs:
_______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series 2005-HE1, Mortgage
Pass-Through Certificates, Class [CE] [P] [R] (the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of May 1, 2005 among Citigroup Mortgage Loan Trust Inc. as
depositor (the "Depositor"), CitiMortgage, Inc. as master servicer (the "Master
Servicer") and trust administrator, Citibank, N.A., as certificate registrar,
paying agent and authenticating agent 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, ▇▇▇▇▇ 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 ▇.▇.▇.▇▇.
2510.3-101.
Very truly yours,
___________________________________
By:________________________________
Name:___________________________
Title:
EXHIBIT H
---------
FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
I, [_____], certify that:
l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in
respect of periods included in the year covered by this annual report, of
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2005-HE1;
2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports;
4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar, agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating
to the servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the pooling and servicing, or similar,
agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties:
CitiMortgage, Inc. and U.S. Bank National Association.
Date: [__], 2005
CITIGROUP MORTGAGE LOAN TRUST INC.
By: _______________________________
Name:
Title:
EXHIBIT I
Form of Cap Contracts
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
[FILED BY PAPER]