Exhibit 4.1
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 December 1, 2004
_________________________________________
Mortgage Pass-Through Certificates
Series 2004-HYB4
TABLE OF CONTENTS
-----------------
SECTION PAGE
------- ----
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms..........................................6
SECTION 1.02 Allocation of Certain Interest Shortfalls.............57
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans..........................57
SECTION 2.02 Acceptance of the Trust Fund by the Trustee...........60
SECTION 2.03 Repurchase or Substitution of Mortgage
Loans by the Seller or the Depositor..................61
SECTION 2.04 Reserved..............................................64
SECTION 2.05 Representations, Warranties and Covenants
of the Master Servicer................................64
SECTION 2.06 Issuance of the Certificates..........................66
SECTION 2.07 Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.........66
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 Master Servicer to Act as Master Servicer.............67
SECTION 3.02 Sub-Servicing Agreements Between
the Master Servicer and Sub-Servicers.................68
SECTION 3.03 Successor Sub-Servicers...............................70
SECTION 3.04 Liability of the Master Servicer......................70
SECTION 3.05 No Contractual Relationship Between
Sub-Servicers and Trustee,
Trust Administrator or Certificateholders.............70
SECTION 3.06 Assumption or Termination of Sub-Servicing
Agreements by Trustee.................................71
SECTION 3.07 Collection of Certain Mortgage Loan Payments..........71
SECTION 3.08 Sub-Servicing Accounts................................72
SECTION 3.09 Collection of Taxes, Assessments and
Similar Items; Servicing
Accounts..............................................72
SECTION 3.10 Collection Account and Distribution Account...........73
SECTION 3.11 Withdrawals from the Collection Account
and Distribution Account..............................75
SECTION 3.12 Investment of Funds in the Collection
Account and the Distribution Account..................77
i
SECTION 3.13 Maintenance of the Primary Mortgage
Insurance Policies; Collections Thereunder............79
SECTION 3.14 Maintenance of Hazard Insurance and
Errors and Omissions and Fidelity Coverage............80
SECTION 3.15 Enforcement of Due-On-Sale Clauses;
Assumption Agreements.................................81
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.............82
SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.......84
SECTION 3.18 Servicing Compensation................................85
SECTION 3.19 Reports to the Trustee; Collection
Account Statements....................................86
SECTION 3.20 Statement as to Compliance............................86
SECTION 3.21 Independent Public Accountants'
Servicing Report......................................87
SECTION 3.22 Access to Certain Documentation.......................87
SECTION 3.23 Title, Management and Disposition of REO Property.....87
SECTION 3.24 Obligations of the Master Servicer
in Respect of Prepayment Interest Shortfalls..........91
SECTION 3.25 Obligations of the Master Servicer
in Respect of Monthly Payments........................91
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions.........................................91
SECTION 4.02 Statements to Certificateholders......................91
SECTION 4.03 Remittance Reports; P&I Advances.....................100
SECTION 4.04 Allocation of Extraordinary Trust
Fund Expenses and Realized Losses....................102
SECTION 4.05 Compliance with Withholding Requirements.............103
SECTION 4.06 Net WAC Rate Carryover Reserve Account...............103
SECTION 4.07 Commission Reporting.................................105
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.....................................106
SECTION 5.02 Registration of Transfer and Exchange
of Certificates......................................108
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates.........................................113
SECTION 5.04 Persons Deemed Owners................................114
SECTION 5.05 Certain Available Information........................114
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01 Liability of the Depositor and the Master
Servicer.............................................114
SECTION 6.02 Merger or Consolidation of the Depositor
or the Master Servicer...............................115
ii
SECTION 6.03 Limitation on Liability of the Depositor,
the Master Servicer and Others.......................115
SECTION 6.04 Limitation on Resignation of the Master Servicer.....116
SECTION 6.05 Rights of the Depositor in Respect of
the Master Servicer..................................117
ARTICLE VII
DEFAULT
SECTION 7.01 Master Servicer Events of Default....................117
SECTION 7.02 Trustee to Act; Appointment of Successor.............119
SECTION 7.03 Notification to Certificateholders...................120
SECTION 7.04 Waiver of Master Servicer Events of Default..........121
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01 Duties of Trustee and Trust Administrator............121
SECTION 8.02 Certain Matters Affecting the Trustee
and the Trust Administrator..........................123
SECTION 8.03 Neither Trustee nor Trust Administrator
Liable for Certificates
or Mortgage Loans....................................125
SECTION 8.04 Trustee and Trust Administrator May
Own Certificates.....................................125
SECTION 8.05 Trustee's and Trust Administrator's
Fees and Expenses....................................126
SECTION 8.06 Eligibility Requirements for Trustee
and Trust Administrator..............................127
SECTION 8.07 Resignation and Removal of the Trustee
and the Trust Administrator..........................127
SECTION 8.08 Successor Trustee or Trust Administrator.............129
SECTION 8.09 Merger or Consolidation of Trustee
or Trust Administrator...............................129
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee........129
SECTION 8.11 [intentionally omitted]..............................130
SECTION 8.12 Appointment of Office or Agency......................130
SECTION 8.13 Representations and Warranties.......................131
SECTION 8.14 Appointment and Removal of Paying Agent,
Authenticating Agent and
Certificate Registrar................................132
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation
of the Mortgage Loans................................135
SECTION 9.02 Additional Termination Requirements..................138
iii
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC Administration.................................139
SECTION 10.02 Prohibited Transactions and Activities...............142
SECTION 10.03 Master Servicer and Trust Administrator
Indemnification......................................143
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment............................................143
SECTION 11.02 Recordation of Agreement; Counterparts...............144
SECTION 11.03 Limitation on Rights of Certificateholders...........145
SECTION 11.04 Governing Law........................................146
SECTION 11.05 Notices..............................................146
SECTION 11.06 Severability of Provisions...........................146
SECTION 11.07 Notice to Rating Agencies............................147
SECTION 11.08 Article and Section References.......................148
SECTION 11.09 Grant of Security Interest...........................148
Exhibits
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Exhibit A-1 Form of Class A-A Certificate
Exhibit A-2 Form of Class A-X Certificate
Exhibit A-3 Form of Class 2-B1 Certificate
Exhibit A-4 Form of Class 2-B2 Certificate
Exhibit A-5 Form of Class 2-B3 Certificate
Exhibit A-6 Form of Class 2-B4 Certificate
Exhibit A-7 Form of Class 2-B5 Certificate
Exhibit A-8 Form of Class 2-B6 Certificate
Exhibit A-9 Form of Class A-R Certificate
Exhibit A-10 Form of Class H-AI Certificate
Exhibit A-11 Form of Class H-AII Certificate
Exhibit A-12 Form of Class 1-M Certificate
Exhibit A-13 Form of Class 1-B1 Certificate
Exhibit A-14 Form of Class 1-B2 Certificate
Exhibit A-15 Form of Class 1-B3 Certificate
Exhibit A-16 Form of Class 1-B4 Certificate
Exhibit A-17 Form of Class 1-B5 Certificate
Exhibit A-18 Form of Class 1-B6 Certificate
Exhibit A-19 Form of Class H-R Certificate
Exhibit A-20 Form of Class W-A Certificate
Exhibit A-21 Form of Class 3-B1 Certificate
Exhibit A-22 Form of Class 3-B2 Certificate
Exhibit A-23 Form of Class 3-B3 Certificate
iv
Exhibit A-24 Form of Class 3-B4 Certificate
Exhibit A-25 Form of Class 3-B5 Certificate
Exhibit A-26 Form of Class 3-B6 Certificate
Exhibit A-27 Form of Class W-R Certificate
Exhibit B [Reserved]
Exhibit C [Reserved]
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representation Letter and Form of
Transferee Representation Letter in Connection with Transfer
of the Private Certificates Pursuant to Rule 144A Under the
1933 Act Exhibit F-2 Form of Transfer Affidavit and Agreement
and Form of Transferor Affidavit in Connection with Transfer
of Residual Certificates
Exhibit G Form of Certification with respect to ERISA and the Code
Exhibit H Form of Master Servicer Certification
Schedule 1 Mortgage Loan Schedule
v
This Pooling and Servicing Agreement, is dated and effective
as of December 1, 2004, 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-A
---------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group A Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I-A". The Class R-IA Interest will be the sole class of
"residual interests" in REMIC I-A for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the REMIC I-A Regular Interests. None of the
REMIC I-A Regular Interests will be certificated.
REMIC I-A REMIC I-A REMIC I-A Initial Latest Possible
Regular Interest Remittance Rate Uncertificated Balance Maturity Date(1)
---------------- --------------- ---------------------- ----------------
LT-A (2) $195,356,000.00 December 26, 2034
LT-B1 (2) $5,493,000.00 December 26, 2034
LT-B2 (2) $2,487,000.00 December 26, 2034
LT-B3 (2) $1,244,000.00 December 26, 2034
LT-B4 (2) $1,244,000.00 December 26, 2034
LT-B5 (2) $829,000.00 December 26, 2034
LT-B6 (2) $622,444.56 December 26, 2034
LT-R (2) $100.00 December 26, 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible
maturity date" for each REMIC I-A Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I-A Remittance Rate"
herein.
REMIC I-H
---------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group H Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I-H". The Class R-IH Interest will be the sole class of
"residual interests" in REMIC I-H for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
REMIC I-H 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-H Regular Interests (as defined
herein). None of the REMIC I-H Regular Interests will be certificated.
REMIC I-H REMIC I-H REMIC I-H Initial Latest Possible
Regular Interest Remittance Rate Uncertificated Balance Maturity Date(1)
---------------- --------------- ---------------------- ----------------
LT-1A (2) $ 683.67 October 25, 2034
LT-1B (2) $ 9,561.58 October 25, 2034
LT-2A (2) $ 331.28 October 25, 2034
LT-2B (2) $ 4,632.78 October 25, 2034
LT-ZZZ (2) $141,928,333.03 October 25, 2034
LT-R (2) $ 100.00 October 25, 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible
maturity date" for each REMIC I-H Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I-H Remittance Rate"
herein..
REMIC II-A
----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I-A Regular Interests subject
to this Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II-A".
The Class R-IIA Interest will be the sole class of "residual interests" in REMIC
II-A for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
Certificate Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Classes
of Certificates that evidence "regular interests" or "residual interests" in
REMIC II-A.
2
Initial Aggregate Latest Possible
Designation Pass-Through Rate(2) Certificate Balance Maturity Date(1)
----------- -------------------- ------------------- ----------------
Class A-A Variable $ 195,356,000 December 26, 2034
Class A-X Variable $195,356,100 (3) December 26, 2034
Class 2-B1 Variable $ 5,493,000 December 26, 2034
Class 2-B2 Variable $ 2,487,000 December 26, 2034
Class 2-B3 Variable $ 1,244,000 December 26, 2034
Class 2-B4 Variable $ 1,244,000 December 26, 2034
Class 2-B5 Variable $ 829,000 December 26, 2034
Class 2-B6 Variable $ 622,444.56 December 26, 2034
Class A-R Variable $100 December 26, 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible
maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3) Notional Amount
REMIC II-H
----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I-H Regular Interests and
certain other related assets subject to this Agreement as a REMIC (as defined
herein) for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC II-H". The Class R-IIH Interest will be the sole class
of "residual interests" in REMIC II-H for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
Pass-Through 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 Classes of Certificates that evidence "regular
interests" or "residual interests" in REMIC II-H.
` Pass-Through Initial Aggregate Latest Possible
Designation Rate(2) Certificate Balance Maturity Date(1)
----------- ------- ------------------- ----------------
Class H-AI Variable $88,779,000 October 25, 2034
Class H-AII Variable $43,015,000 October 25, 2034
Class 1-M Variable $ 3,407,000 October 25, 2034
Class 1-B1 Variable $ 3,052,000 October 25, 2034
Class 1-B2 Variable $$1,419,000 October 25, 2034
Class 1-B3 Variable $ 710,000 October 25, 2034
3
Class 1-B4 Variable $ 709,000 October 25, 2034
Class 1-B5 Variable $ 497,000 October 25, 2034
Class 1-B6 Variable $355,542.35 October 25, 2034
Class H-R Variable $ 100 October 25, 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible
maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
REMIC W
-------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group W Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC W". The Class R-W Certificates will be the sole class of
"residual interests" in REMIC W for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the Classes of Certificates that evidence "regular
interests" or "residual interests" in REMIC W.
` Pass-Through Initial Aggregate Latest Possible
Designation Rate(2) Certificate Balance Maturity Date(1)
Class W-A Variable $177,449,000 December 26, 2034
Class 3-B1 Variable $ 2,651,000 December 26, 2034
Class 3-B2 Variable $ 1,097,000 December 26, 2034
Class 3-B3 Variable $ 640,000 December 26, 2034
Class 3-B4 Variable $ 366,000 December 26, 2034
Class 3-B5 Variable $ 183,000 December 26, 2034
Class 3-B6 Variable $ 456,834.40 December 26, 2034
Class W-R Variable $ 100 December 26, 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible
maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
As of the Cut-off Date, the Group A Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $207,275,544.56. As of the Cut-
4
off Date, the Group H Mortgage Loans had an aggregate Scheduled Principal
Balance equal to $141,943,642.35. As of the Cut-off Date, the Group HI Mortgage
Loans had an aggregate Scheduled Principal Balance equal to $95,615,812.19. As
of the Cut-off Date, the Group HII Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $46,327,830.16. As of the Cut-off Date, the Group W
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$182,842,934.40.
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:
5
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.
"Adjustment Amount" with respect to each anniversary of the
Cut-off Date will be equal to the greatest of (i) 1.00% multiplied by the
aggregate outstanding principal balance of the Mortgage Loans, (ii) the
aggregate outstanding principal balance of the Mortgage Loans secured by
Mortgaged Properties located in the California postal zip code area in which the
highest percentage of related Mortgage Loans based on outstanding principal
balance are located and (iii) two times the outstanding principal balance of the
Mortgage Loan having the largest outstanding principal balance, in each case as
of such anniversary of the Cut-off Date.
"Adjustment Date": With respect to each Mortgage Loan, the
first day of the month in which the Mortgage Rate of a Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Mortgage Loan is set forth in the Mortgage Loan
Schedule.
"Administration Fee": With respect to each Mortgage Loan and
for any calendar month, an amount equal to one month's interest (or in the event
of any payment of interest which accompanies a Principal Prepayment in full made
by the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Administration Fee Rate
on the same principal amount on which interest on such Mortgage Loan accrues for
such calendar month.
"Administration Fee Rate": 0.0025% per annum.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Aggregate Senior Percentage": With respect to any
Distribution Date and the Group A Senior Certificates, the lesser of (a) 100%
and (b) a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group A Senior Certificates for
such Distribution Date and the denominator of which is the sum of (i) the
aggregate Scheduled Principal Balance of the Group A Mortgage Loans, plus (ii)
the aggregate
6
Scheduled Principal Balance of the REO Properties in Loan Group A, in each case
before reduction for any Realized Losses on such Distribution Date. With respect
to any Distribution Date and the Group H Senior Certificates, the lesser of (a)
100% and (b) a fraction, expressed as a percentage, the numerator of which is
the aggregate Certificate Principal Balance of the Group H Senior Certificates
for such Distribution Date and the denominator of which is the sum of (i) the
aggregate Scheduled Principal Balance of the Group H Mortgage Loans, plus (ii)
the aggregate Scheduled Principal Balance of the REO Properties in Loan Group H,
in each case before reduction for any Realized Losses on such Distribution Date.
With respect to any Distribution Date and the Group W Senior Certificates, the
lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of the Group W Senior
Certificates for such Distribution Date and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the Group W Mortgage Loans,
plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
Loan Group W, in each case before reduction for any Realized Losses on such
Distribution Date.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Certificates, the sum of (i) any Realized
Losses allocated to such Class of Certificates on any Distribution Date and (ii)
the amount of any Allocated Realized Loss Amount for such Class of Certificates
remaining unpaid from the prior Distribution Date.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Available Distribution Amount": The sum of the Group A
Available Distribution Amount, the Group HI Available Distribution Amount, the
Group HII Available Distribution Amount and the Group W Available Distribution
Amount.
"Authenticating Agent": Citibank, or its successor in
interest, or any successor authenticating agent appointed as herein provided.
"Bankruptcy Amount": As of any date of determination, an
amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to the Subordinate Certificates in
accordance with Section 4.04.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Senior Certificates, the Class 2-B1 Certificates, the Class 2-B2
Certificates, the Class 2-B3 Certificates, the Class 1-
7
B1 Certificates, the Class 1-B2 Certificates, the Class 1-B3 Certificates, the
Class 3-B1 Certificates, the Class 3-B2 Certificates and the Class 3-B3
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,
or in the city in which the Corporate Trust Office of the Trustee, the Trust
Administrator or the Paying Agent is located, are authorized or obligated by law
or executive order to be closed.
"Cash-out Refinancing": A Refinanced Mortgage Loan the
proceeds of which were in excess of the principal balance of any existing first
mortgage on the related Mortgaged Property and related closing costs, and were
used to pay any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.
"Certificate": Any one of the Citigroup Mortgage Loan Trust,
Mortgage Pass-Through Certificates, Series 2004-HYB4, 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 of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and allocations of Realized
Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate
Principal Balance of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate Certificate
Principal Balance of such Class of Certificates as of the Closing Date.
"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 Margin": With respect to the Class A-A
Certificates and the Class A-R Certificates and any distribution date, 0.33%.
8
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to any
Certificate (other than the Class A-X Certificates) as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all
distributions of principal made thereon on such immediately prior Distribution
Date and (b) without duplication of amounts described in clause (a) above,
reductions in the Certificate Principal Balance thereof in connection with
allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary
Trust Fund Expenses on such immediately prior Distribution Date (or, in the case
of any date of determination up to and including the initial Distribution Date,
the initial Certificate Principal Balance of such Certificate, as stated on the
face thereof), and increased by the amount of Net Deferred Interest allocable to
such Class of Certificates. The Certificate Principal Balance of any Class of
Certificates as of any date of determination is equal to the aggregate of the
Certificate Principal Balances of the Certificates of such Class.
Notwithstanding any of the foregoing, the Certificate Principal Balance of a
Subordinate Certificate of the Class of Subordinate Certificates outstanding
with the highest numerical designation at any given time shall not be greater
than the Percentage Interest evidenced by such Certificate multiplied by the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans in the related Collateral Pool over (B) the then aggregate
Certificate Principal Balances of all other Classes of Certificates relating to
that Collateral Pool then outstanding.
"Certificate Register": The register maintained pursuant to
Section 5.02.
"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 1-B1 Certificate": Any one of the Class 1-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 1-B1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group H Subordinate Certificates immediately
prior to such date.
9
"Class 1-B2 Certificate": Any one of the Class 1-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 1-B2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group H Subordinate Certificates immediately
prior to such date.
"Class 1-B3 Certificate": Any one of the Class 1-B3
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-15
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B3 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 1-B3 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group H Subordinate Certificates immediately
prior to such date.
"Class 1-B4 Certificate": Any one of the Class 1-B4
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-16
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B4 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B4
Certificates immediately prior to such date over
10
the aggregate amount, if any, payable to the Holders of the Class 1-B4
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator
of which is the aggregate of the Scheduled Principal Balance of the Group H
Subordinate Certificates immediately prior to such date.
"Class 1-B5 Certificate": Any one of the Class 1-B5
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B5 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B5
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 1-B5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group H Subordinate Certificates immediately
prior to such date.
"Class 1-B6 Certificate": Any one of the Class 1-B6
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 1-B6 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B6
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 1-B6 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group H Subordinate Certificates immediately
prior to such date.
"Class 1-M Certificate": Any one of the Class 1-M Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class 2-B1 Certificate": Any one of the Class 2-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
"Class 2-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 2-B2 Certificate": Any one of the Class 2-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
"Class 2-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
11
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 2-B3 Certificate": Any one of the Class 2-B3
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
"Class 2-B3 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B3 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 2-B4 Certificate": Any one of the Class 2-B4
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
"Class 2-B4 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B4
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B4 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 2-B5 Certificate": Any one of the Class 2-B5
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
"Class 2-B5 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B5
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 2-B6 Certificate": Any one of the Class 2-B6
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8
and evidencing a Regular Interest in REMIC II-A for purposes of the REMIC
Provisions.
12
"Class 2-B6 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B6
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 2-B6 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group A Subordinate Certificates immediately
prior to such date.
"Class 3-B1 Certificate": Any one of the Class 3-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-21
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
"Class 3-B2 Certificate": Any one of the Class 3-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
"Class 3-B3 Certificate": Any one of the Class 3-B3
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-23
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B3 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B3 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
13
"Class 3-B4 Certificate": Any one of the Class 3-B4
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-24
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B4 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B4
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B4 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
"Class 3-B5 Certificate": Any one of the Class 3-B5
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B5 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
"Class 3-B6 Certificate": Any one of the Class 3-B6
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-26
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
"Class 3-B6 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class 3-B6
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class 3-B6 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group W Subordinate Certificates immediately
prior to such date.
"Class A Certificates": The Class A-A Certificates, the Group
H Class A Certificates and the Class W-A Certificates.
"Class A-A Certificate": Any one of the Class A-A 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-A for purposes of the REMIC
Provisions.
14
"Class A-R Certificate": Any one of the Class A-R Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9
and evidencing ownership of the Class R-IA Interest and Class R-IIA Interest.
"Class A-X Certificate": Any one of the Class A-X 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-A for purposes of the REMIC
Provisions.
"Class B Percentage": Any one of the Class 2-B1 Percentage,
the Class 2-B2 Percentage, the Class 2-B3 Percentage, the Class 2-B4 Percentage,
the Class 2-B5 Percentage, the Class 2-B6 Percentage, Class 1-B1 Percentage, the
Class 1-B2 Percentage, the Class 1-B3 Percentage, the Class 1-B4 Percentage, the
Class 1-B5 Percentage, the Class 1-B6 Percentage, Class 3-B1 Percentage, the
Class 3-B2 Percentage, the Class 3-B3 Percentage, the Class 3-B4 Percentage, the
Class 3-B5 Percentage and the Class 3-B6 Percentage.
"Class H-AI Certificate": Any one of the Class H-AI
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class H-AII Certificate": Any one of the Class H-AII
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9
and evidencing a Regular Interest in REMIC II-H for purposes of the REMIC
Provisions.
"Class H-R Certificate": Any one of the Class H-R Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-19
and evidencing ownership of the Class R-IH Interest and Class R-IIH Interest.
"Class R-IA Residual Interest": The uncertificated Residual
Interest in REMIC I-A.
"Class R-IH Residual Interest": The uncertificated Residual
Interest in REMIC I-H.
"Class R-IIA Residual Interest": The uncertificated Residual
Interest in REMIC II-A.
"Class R-IIH Residual Interest": The uncertificated Residual
Interest in REMIC II-H.
"Class W-A Certificate": Any one of the Class W-A Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-20
and evidencing a Regular Interest in REMIC W for purposes of the REMIC
Provisions.
15
"Class W-R Certificate": Any one of the Class W-R
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-27
and evidencing the Residual Interest in REMIC W for purposes of the REMIC
Provisions.
"Closing Date": December 29, 2004.
"Code": The Internal Revenue Code of 1986, as amended.
"Collateral Pool": Any of Collateral Pool A, Collateral Pool H
or Collateral Pool. W.
"Collateral Pool A": The Mortgage Loans in Loan Group A.
"Collateral Pool H": The Mortgage Loans in Loan Group H.
"Collateral Pool W": The Mortgage Loans in Loan Group W.
"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, Mortgage Pass-Through Certificates, Series 2004-HYB4." The
Collection Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": With respect to each
Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool, an
amount equal to the lesser of one half of (a) one-twelfth of the product of (i)
the weighted average servicing fee rate percentage for such Mortgage Loans as
set forth in the applicable Initial Sub Servicing Agreement and (ii) the Stated
Principal Balance of such Mortgage Loans or (b) the aggregate servicing fee
actually received for the applicable month for such Mortgage Loans pursuant to
the applicable Initial Sub Servicing Agreement. With respect to each Collateral
Pool and the GMAC Mortgage Loans in such Collateral Pool, an amount equal to the
lesser of (a) one-twelfth of the product of (i) the weighted average servicing
fee rate percentage for such Mortgage Loans as set forth in the applicable
Initial Sub Servicing Agreement and (ii) the Stated Principal Balance of such
Mortgage Loans or (b) the aggregate servicing fee actually received for the
applicable month for such Mortgage Loans pursuant to the applicable Initial Sub
Servicing Agreement. With respect to each Collateral Pool and the ▇▇▇▇▇ Mortgage
Loans in such Collateral Pool, an amount which, when added to all amounts
allocable to interest received in connection with such prepayment, equals one
month's interest on the amount of principal so prepaid at the related mortgage
rate net of the related servicing fee rate (each as set forth in the applicable
Initial Sub Servicing Agreement).
"Corresponding Certificate": With respect to each REMIC I
Regular Interest, the Class of Regular Certificates listed below:
16
REMIC I Regular Interest Class
------------------------ -----
REMIC I-A Regular Interest LT-A A-A
REMIC I-A Regular Interest LT-B1 2-B1
REMIC I-A Regular Interest LT-B2 2-B2
REMIC I-A Regular Interest LT-B3 2-B3
REMIC I-A Regular Interest LT-B4 2-B4
REMIC I-A Regular Interest LT-B5 2-B5
REMIC I-A Regular Interest LT-B6 2-B6
REMIC I-A Regular Interest LT-R A-R
REMIC I-H Regular Interest LT-R H-R
"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.
"Countrywide": Countrywide Home Loans, Inc. or its successor
in interest.
"Countrywide Mortgage Loans": The Mortgage Loans originated by
Countrywide.
"Custodian": A document custodian appointed by the Trustee to
perform custodial duties with respect to the Mortgage Files.
"Custodial Agreement": An agreement pursuant to which a
Custodian performs custodial duties with respect to the Mortgage Files.
"Cut-off Date": With respect to each Original Mortgage Loan,
December 1, 2004. 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.
17
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.
"Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has outstanding unsecured commercial paper or other
short-term unsecured debt obligations that are rated A-1 by S&P and P-1 by
Moody's (or a comparable rating if S&P and Moody's 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 preceding such
18th day.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by REMIC I, other than
through an Independent Contractor; provided, however, that the Trustee (or the
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
18
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., Mortgage Pass- Through Certificates,
Series 2004-HYB4." 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 January 2005.
"Diverted Interest Amount": With respect to Collateral Pool H
or Collateral Pool A and any Distribution Date, one month's interest accrued
during the related Interest Accrual Period on the Overcollateralized Amount at
the Pass-Through Rate for the Class A Certificates related to the
Undercollateralized Loan Group or Loan Groups and any other unpaid interest
shortfalls on the Class A Certificates related to the Undercollateralized Loan
Group or Loan Groups, to the extent available.
"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.
19
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Estate in Real Property": A fee simple estate in a parcel of
land.
"Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
"Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
"Excess Loss": Any Excess Bankruptcy Loss, Excess Special
Hazard Loss, Excess Fraud Loss or Extraordinary Loss.
"Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.
"Expense Adjusted Maximum Mortgage Rate": With respect to any
Mortgage Loan, a per annum rate equal to the then applicable Maximum Mortgage
Rate on the Mortgage Loan minus the sum of (i) the applicable Servicing Fee Rate
and (ii) the Administration 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 and (ii) the
Administration Fee Rate.
"Extraordinary Loss": Any Realized Loss or portion thereof
caused by or resulting from:
(i) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or
uncontrolled and whether such loss be direct or indirect, proximate or
remote or be in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(ii) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack by any government or sovereign
power, DE JURE or DE FACTO, or by any authority maintaining or using
military, naval or air forces, or by military, naval or air forces, or
by an agent of any such government, power, authority or forces;
(iii) any weapon of war employing atomic fission or
radioactive forces whether in time of peace or war, and
20
(iv) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority, or risks of contraband or illegal
transactions or trade.
"Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts
payable from the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator,
Citibank or a Custodian from the Trust Fund pursuant to Section 2.01, 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, Section 3.16(c) or Section 9.01), a determination
made by the Master Servicer that all Liquidation Proceeds have been recovered.
The Master Servicer shall maintain records of each Final Recovery Determination
made thereby.
"Formula Rate": With respect to the Class A-A Certificates and
the Class A-R Certificates and any distribution Date, the lesser of (i)
one-month LIBOR plus the related Certificate Margin and (ii) the Net WAC Rate
for the Group A Mortgage Loans. With respect to any class of the Group A
Subordinate Certificates and any distribution date, the lesser of (i) one-month
LIBOR plus the related Certificate Margin and (ii) the Subordinate Net WAC Rate
for the Group A Mortgage Loans.
"Fraud Loss": Any Realized Loss or portion thereof sustained
by reason of a default arising from intentional fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy.
"Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (X) prior to the first anniversary of the
Cut-off Date, 2.00% of the aggregate outstanding principal balance of the
Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
on the Mortgage Loans allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (Y) from the first to the third anniversary of the Cut-off Date,
(1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of
the Cut-off Date and (b) 2.00% of the aggregate
21
outstanding principal balance of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans
allocated solely to the Subordinate Certificates in accordance with Section 4.04
since the most recent anniversary of the Cut-off Date up to such date of
determination and (Z) from the third anniversary to the fifth anniversary of the
Cut-off Date, (1) the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans allocated solely
to the Subordinate Certificates in accordance with Section 4.04 since the most
recent anniversary of the Cut-off Date up to such date of determination. On and
after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be
zero. In addition, after the Certificate Principal Balances of the Subordinate
Certificates are reduced to zero, the Fraud Loss Amount will be zero.
"▇▇▇▇▇▇▇ Mac": ▇▇▇▇▇▇▇ Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.
"GMAC": GMAC Mortgage Corporation or its successor in
interest.
"Gross Margin": With respect to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
"Group A Available Distribution Amount": With respect to any
Distribution Date and the Group A Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due Date relating to such Distribution
Date and received by the Servicer on or prior to the related Determination Date,
after deduction of the applicable Servicing Fee and the Administration Fee (b)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and
other unscheduled of principal and interest in respect of the Mortgage Loans or
REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payments paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during the
related Prepayment Period and (d) the aggregate of any P&I Advances made by the
Master Servicer for such Distribution Date over (ii) the sum attributable to or
allocable to such Mortgage Loans of (a) amounts reimbursable to the Master
Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant
to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses
(i)(a) through (i)(d) above deposited in the Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in respect of the
items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18. Notwithstanding the foregoing, the
Group A Available Distribution Amount for any Distribution Date shall be
increased (in the case of an Undercollateralized Loan Group with respect to Loan
Group A) or decreased (in the case of an
22
Overcollateralized Loan Group with respect to Loan Group A) by any applicable
Diverted Interest Amount for such Distribution Date.
"Group A Certificates": The Group A Senior Certificates and
the Group A Subordinate Certificates.
"Group A Mortgage Loans": The Mortgage Loans identified as
such on the attached Mortgage Loan Schedule.
"Group A Senior Certificates": The Class A-A Certificates, the
Class A-X Certificates and the Class A-R Certificates.
"Group A Senior Percentage": With respect to any Distribution
Date and the Class A-A Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
Certificate Principal Balance of the Class A-A Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class A-A Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the aggregate Scheduled Principal Balance of the Group A Mortgage
Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
in Loan Group A, in each case before reduction for any Realized Losses on such
Distribution Date.
"Group A Senior Prepayment Percentage": With respect to any
Distribution Date and the Class A-A Certificates within the range indicated
below, the percentage as indicated below:
DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE
---------------------------------- ------------------------------------
January 2005 through December 2014 100%
January 2015 through December 2015 Group A
Senior Percentage, plus 70% of the
Group A Subordinate Percentage
January 2016 through December 2016 Group A
Senior Percentage, plus 60% of the
Group A Subordinate Percentage
January 2017 through December 2017 Group A
Senior Percentage, plus 40% of the
Group A Subordinate Percentage
January 2018 through December 2018 Group A
Senior Percentage, plus 20% of the
Group A Subordinate Percentage
January 2019 and thereafter Group A Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group A Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group A Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the Group A Subordinate Certificates and (ii)
Realized Losses on the Mortgage Loans to date are less than the then applicable
Trigger Amount.
23
On any Distribution Date on which Realized Losses on the Group
A Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group A Senior Prepayment Percentage will be the greater of (x) the Group A
Senior Prepayment Percentage for such Distribution Date or (y) the Group A
Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group A Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group A
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in December 2007, cumulative Realized Losses on the Group A Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the Group A Subordinate
Certificates and (ii) after the Distribution Date occurring in December 2007,
cumulative Realized Losses on the Group A Mortgage Loans as of the end of the
related Prepayment Period do not exceed 30% of the initial aggregate Certificate
Principal Balance of the Group A Subordinate Certificates, then the Group A
Senior Prepayment Percentage for such Distribution Date will equal the Group A
Senior Percentage plus 50% of the Group A Subordinate Percentage for such
Distribution Date, if such Distribution Date is prior to January 2008, and will
equal the Group A Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after January 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool A exceeds the initial Aggregate Senior Percentage
for Collateral Pool A, the Group A Senior Prepayment Percentage shall be 100%.
"Group A Subordinate Certificates": The Class 2-B1
Certificates, the Class 2-B2 Certificates, the Class 2-B3 Certificates, the
Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6
Certificates.
"Group H Certificates": The Group H Senior Certificates and
the Group H Subordinate Certificates.
"Group H Class A Certificates": The Class H-AI Certificates
and the Class H-AII Certificates.
"Group H Mortgage Loans": The Group HI Mortgage Loans and the
Group HII Mortgage Loans.
"Group H Senior Certificates": The Group H Class A
Certificates and the Class H-R Certificates.
"Group H Subordinate Certificates": The Class 1-M
Certificates, the Class 1-B1 Certificates, the Class 1-B2 Certificates, the
Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5
Certificates and the Class 1-B6 Certificates.
"Group HI Available Distribution Amount": With respect to any
Distribution Date and the Group HI Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due
24
Date relating to such Distribution Date and received by the Servicer on or prior
to the related Determination Date, after deduction of the applicable Servicing
Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, proceeds from repurchases of and substitutions for
Mortgage Loans, Subsequent Recoveries and other unscheduled of principal and
interest in respect of the Mortgage Loans or REO Properties received by the
Servicer during the related Prepayment Period (exclusive of any prepayment
charges, penalties or premiums), (c) the aggregate of any amounts on deposit in
the Distribution Account representing Compensating Interest Payment paid by the
Master Servicer in respect of related Prepayment Interest Shortfalls relating to
Principal Prepayments that occurred during the related Prepayment Period and (d)
the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to such
Mortgage Loans of (a) amounts reimbursable to the Master Servicer, the Trustee,
the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or
Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(d) above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through (i)(d) above
in error, (c) without duplication, any amounts in respect of the items set forth
in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
Servicer or to be withdrawn by the Master Servicer from the Collection Account
pursuant to Section 3.18 Notwithstanding the foregoing, the Group HI Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Loan Group with respect to Loan Group HI) or decreased
(in the case of an Overcollateralized Loan Group with respect to Loan Group HI)
by any applicable Diverted Interest Amount for such Distribution Date.
"Group HI Mortgage Loan": Each Loan identified as such on the
Mortgage Loan Schedule.
"Group HI Senior Percentage": With respect to any Distribution
Date and the Class H-AI Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
Certificate Principal Balance of the Class H-AI Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class H-AI Certificates on such date pursuant to clause (d) of the
definition of "Senior Principal Distribution Amount," and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance of the Group
HI Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
REO Properties in Loan Group HI, in each case before reduction for any Realized
Losses on such Distribution Date.
"Group HI Senior Prepayment Percentage": With respect to any
Distribution Date and the Class H-AI Certificates within the range indicated
below, the percentage as indicated below:
DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE
---------------------------------- ------------------------------------
January 2005 through December 2011 100%
January 2012 through December 2012 Group HI
Senior Percentage, plus 70% of the Group
HI Subordinate Percentage
January 2013 through December 2013 Group HI
Senior Percentage, plus 60% of the Group
HI Subordinate Percentage
25
January 2014 through December 2014 Group HI
Senior Percentage, plus 40% of the Group
HI Subordinate Percentage
January 2015 through December 2015 Group HI
Senior Percentage, plus 20% of the Group
HI Subordinate Percentage
January 2016 and thereafter Group HI Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group HI Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group HI Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the related Group H Subordinate Certificates
and (ii) Realized Losses on the Mortgage Loans to date are less than the then
applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
HI Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group HI Senior Prepayment Percentage will be the greater of (x) the Group
HI Senior Prepayment Percentage for such Distribution Date or (y) the Group HI
Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group HI Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group HI
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in December 2007, cumulative Realized Losses on the Group HI Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the related Group H
Subordinate Certificates and (ii) after the Distribution Date occurring in
December 2007, cumulative Realized Losses on the Group HI Mortgage Loans as of
the end of the related Prepayment Period do not exceed 30% of the initial
aggregate Certificate Principal Balance of the Group H Subordinate Certificates,
then the Group HI Senior Prepayment Percentage for such Distribution Date will
equal the Group HI Senior Percentage plus 50% of the Group HI Subordinate
Percentage for such Distribution Date, if such Distribution Date is prior to
January 2008, and will equal the Group HI Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after January 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool H exceeds the initial Aggregate Senior Percentage
for Collateral Pool H, the Group HI Senior Prepayment Percentage shall be 100%.
"Group HII Available Distribution Amount": With respect to any
Distribution Date and the Group HII Mortgage Loans, an amount equal to the
excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate
of the Monthly Payments due on or before the Due Date relating to such
Distribution Date and received by the Servicer on or prior to the related
Determination Date, after deduction of the applicable Servicing Fee and the
Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and
26
other unscheduled of principal and interest in respect of the Mortgage Loans or
REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payments paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during the
related Prepayment Period and (d) the aggregate of any P&I Advances made by the
Master Servicer for such Distribution Date over (ii) the sum attributable to or
allocable to such Mortgage Loans of (a) amounts reimbursable to the Master
Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant
to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses
(i)(a) through (i)(d) above deposited in the Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in respect of the
items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18. Notwithstanding the foregoing, the
Group HII Available Distribution Amount for any Distribution Date shall be
increased (in the case of an Undercollateralized Loan Group with respect to Loan
Group HII) or decreased (in the case of an Overcollateralized Loan Group with
respect to Loan Group HII) by any applicable Diverted Interest Amount for such
Distribution Date.
"Group HII Mortgage Loan": Each Loan identified as such on the
Mortgage Loan Schedule.
"Group HII Senior Percentage": With respect to any
Distribution Date and the Class H-AII Certificates, the lesser of (a) 100% and
(b) a fraction, expressed as a percentage, the numerator of which is the excess,
if any, of the Certificate Principal Balance of the Class H-AII Certificates for
such Distribution Date over the aggregate amount, if any, payable to the Holders
of the Class H-AII Certificates on such date pursuant to clause (d) of the
definition of "Senior Principal Distribution Amount," and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance of the Group
HII Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
REO Properties in Loan Group HII, in each case before reduction for any Realized
Losses on such Distribution Date.
"Group HII Senior Prepayment Percentage": With respect to any
Distribution Date and the Class H-AII Certificates within the range indicated
below, the percentage as indicated below:
DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE
---------------------------------- ------------------------------------
January 2005 through December 2011 100%
January 2012 through December 2012 Group HII
Senior Percentage, plus 70% of the Group
HII Subordinate Percentage
January 2013 through December 2013 Group HII
Senior Percentage, plus 60% of the Group
HII Subordinate Percentage
January 2014 through December 2014 Group HII
Senior Percentage, plus 40% of the Group
HII Subordinate Percentage
January 2015 through December 2015 Group HII
Senior Percentage, plus 20% of the Group
HII Subordinate Percentage
27
February 2016 and thereafter Group HII Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group HII Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group HII Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the related Group H Subordinate Certificates
and (ii) Realized Losses on the Mortgage Loans to date are less than the then
applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
HII Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group HII Senior Prepayment Percentage will be the greater of (x) the Group
HII Senior Prepayment Percentage for such Distribution Date or (y) the Group HII
Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group HII Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group HII
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in December 2007, cumulative Realized Losses on the Group HII Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the related Group H
Subordinate Certificates and (ii) after the Distribution Date occurring in
December 2007, cumulative Realized Losses on the Group HII Mortgage Loans as of
the end of the related Prepayment Period do not exceed 30% of the initial
aggregate Certificate Principal Balance of the Group H Subordinate Certificates,
then the Group HII Senior Prepayment Percentage for such Distribution Date will
equal the Group HII Senior Percentage plus 50% of the Group HII Subordinate
Percentage for such Distribution Date, if such Distribution Date is prior to
January 2008, and will equal the Group HII Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after January 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool H exceeds the initial Aggregate Senior Percentage
for Collateral Pool H, the Group HII Senior Prepayment Percentage shall be 100%.
"Group W Available Distribution Amount": With respect to any
Distribution Date and the Group W Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due Date relating to such Distribution
Date and received by the Servicer on or prior to the related Determination Date,
after deduction of the applicable Servicing Fee and the Administration Fee (b)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and
other unscheduled of principal and interest in respect of the Mortgage Loans or
REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payments paid by the Master Servicer in respect of related
28
Prepayment Interest Shortfalls relating to Principal Prepayments that occurred
during the related Prepayment Period and (d) the aggregate of any P&I Advances
made by the Master Servicer for such Distribution Date over (ii) the sum
attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable
to the Master Servicer, the Trustee, the Trust Administrator, Citibank or a
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
"Group W Certificates": The Group W Senior Certificates and
the Group W Subordinate Certificates.
"Group W Mortgage Loans": Each mortgage loan identified as
such on the attached Mortgage Loan Schedule.
"Group W Senior Certificates": The Class W-A Certificates and
the Class W-R Certificates.
"Group W Senior Percentage": With respect to any Distribution
Date and the Class W-A Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
Certificate Principal Balance of the Class W-A Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class W-A Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the aggregate Scheduled Principal Balance of the Group HII Mortgage
Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
in Loan Group HII, in each case before reduction for any Realized Losses on such
Distribution Date.
"Group W Senior Prepayment Percentage": With respect to any
Distribution Date and the Class W-A Certificates within the range indicated
below, the percentage as indicated below:
DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE
---------------------------------- ------------------------------------
January 2005 through December 2009 100%
January 2010 through December 2011 Group W
Senior Percentage, plus 70% of the Group
W Subordinate Percentage
January 2012 through December 2013 Group W
Senior Percentage, plus 60% of the Group
W Subordinate Percentage
January 2014 through December 2015 Group W
Senior Percentage, plus 40% of the Group
W Subordinate Percentage
January 2016 through December 2017 Group W
Senior Percentage, plus 20% of the Group
W Subordinate Percentage
January 2017 and thereafter Group W Senior Percentage;
29
PROVIDED, HOWEVER, no reduction to the Group W Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group W Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the Group W Subordinate Certificates and (ii)
Realized Losses on the Mortgage Loans to date are less than the then applicable
Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
W Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group W Senior Prepayment Percentage will be the greater of (x) the Group W
Senior Prepayment Percentage for such Distribution Date or (y) the Group W
Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group W Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group W
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in December 2007, cumulative Realized Losses on the Group W Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the Group W Subordinate
Certificates and (ii) after the Distribution Date occurring in December 2007,
cumulative Realized Losses on the Group W Mortgage Loans as of the end of the
related Prepayment Period do not exceed 30% of the initial aggregate Certificate
Principal Balance of the Group W Subordinate Certificates, then the Group W
Senior Prepayment Percentage for such Distribution Date will equal the Group W
Senior Percentage plus 50% of the Group W Subordinate Percentage for such
Distribution Date, if such Distribution Date is prior to January 2008, and will
equal the Group W Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after January 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool W exceeds the initial Aggregate Senior Percentage
for Collateral Pool W, the Group W Senior Prepayment Percentage shall be 100%.
"Group W Subordinate Certificates": The Class 3-B1
Certificates, the Class 3-B2 Certificates, the Class 3-B3 Certificates, the
Class 3-B4 Certificates, the Class 3-B5 Certificates and the Class 3-B6
Certificates.
"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.
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"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as any REMIC does
not receive or derive any income from such Person and provided that the
relationship between such Person and any REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if the Trust Administrator has received
an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator
to the effect that the taking of any action in respect of any REO Property by
such Person, subject to any conditions therein specified, that is otherwise
herein contemplated to be taken by an Independent Contractor will not cause such
REO Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.
"Index": With respect to any Mortgage Loan, the index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.
"Initial Sub-Servicing Agreement": With respect to the
Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan
Purchase and Servicing Agreement, dated December 15, 2003, between Countrywide
and the Seller. With respect to the Quicken Mortgage Loans, the Master Mortgage
Loan Purchase and Interim Servicing Agreement, dated October 1, 2004, between
Quicken and GMAC, as such agreement has been assigned and modified pursuant to
the Assignment and Recognition Agreement, dated October 22, 2004, among GMAC,
Quicken and the Seller. With respect to the ▇▇▇▇▇ Mortgage Loans, the Seller's
Warranties and Servicing Agreement, dated as of December 1, 2004, between ▇▇▇▇▇
Fargo and the Seller.
"Insurance Proceeds": Proceeds of any Primary Mortgage
Insurance Policy, title policy, hazard policy or other insurance policy covering
a Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution
Date and the Class A-A Certificates is the period commencing on the 25th day of
the month preceding the month in which such Distribution Date occurs (or, in the
case of the first Interest Accrual Period, commencing on the Closing Date) and
ending on the 24th day of the month in which such Distribution Date occurs, and
each Interest Accrual Period after the first such Interest Accrual Period will
be deemed to be 30 days regardless of its actual length. The Interest Accrual
Period for any Distribution Date and each other class of certificates is the
calendar month preceding the month in which the distribution date occurs, and
each such Interest Accrual Period will be deemed to be 30 days regardless of its
actual length. All distributions of interest on the Certificates will be based
on a 360-day year consisting of twelve 30-day months.
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"Interest Distribution Amount": With respect to any Class of
Certificates for any Distribution Date, an amount equal to one month's interest
accrued during the most recently ended Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance thereof (or, in the case
of the Class A-X Certificates, on the Notional Amount of such class of
certificates) immediately prior to such Distribution Date. The Interest
Distribution Amount for any Class of Certificates (a) will also include, in the
case of any Distribution Date subsequent to the initial Distribution Date, the
excess, if any, of the Interest Distribution Amount in respect of such
Certificates for the immediately preceding Distribution Date, over the aggregate
distributions of interest made in respect of such Certificates pursuant to
Section 4.01(a)(1) on such immediately preceding Distribution Date and (b) will
be reduced, in the case of any Distribution Date, by the amount of any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest Payments paid by Master Servicer) and Relief Act Interest Shortfalls
that were allocated to such Class on such Distribution Date pursuant to Section
1.02. The Interest Distribution Amount for any Class of Certificates will be
based on a 360 day year consisting of twelve 30 day Interest Accrual Periods.
"Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the Determination Date immediately following any
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent for
such Due Period and not previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from any REMIC by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) 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 3.16(c), Section 3.23 or Section
9.01.
"Loan Group": Any of Loan Group A, Loan Group HI, Loan Group
HII or Loan Group W.
"Loan Group A": The Loan Group consisting of the Group A
Mortgage Loans.
"Loan Group HI": The Loan Group consisting of the Group HI
Mortgage Loans.
"Loan Group HII": The Loan Group consisting of the Group HII
Mortgage Loans.
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"Loan Group W": The Loan Group consisting of the Group W
Mortgage Loans.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.
"Master Servicer": CitiMortgage, Inc. or any successor master
servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.
"Master Servicer Certification": A written certification,
substantially in the form attached hereto as Exhibit H, covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the Master
Servicer that complies with (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 and any
applicable Loan Group, the related Net WAC Rate calculated for this purpose only
using the Expense Adjusted Maximum Mortgage Rates of the applicable mortgage
loans rather than the Expense Adjusted Mortgage Rates of the applicable Mortgage
Loans.
"Maximum Mortgage Rate": With respect to each Mortgage Loan,
the percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate thereunder.
"Minimum Mortgage Rate": With respect to each Mortgage Loan,
the percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate thereunder.
"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
33
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 Purchase Agreement": The agreement between the
Depositor and the Seller regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit D annexed hereto.
"Mortgage Loan Remittance Rate": With respect to any Mortgage
Loan or REO Property, as of any date of determination, the then applicable
Expense Adjusted Mortgage Rate in respect thereof.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating whether the Mortgaged Property is
owner-occupied;
(iii) the type of Residential Dwelling constituting the
Mortgaged Property;
(iv) the original months to maturity;
(vii) the original date of the mortgage;
(viii) the Loan-to-Value Ratio at origination;
(ix) the Mortgage Rate in effect immediately following the
Cut-off Date;
(x) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(xi) the stated maturity date;
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(xii) the amount of the Monthly Payment at origination;
(xiii) the amount of the Monthly Payment as of the Cut-off
Date;
(xiv) the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(xv) the original principal amount of the Mortgage Loan;
(xvi) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(xvii) a code indicating the purpose of the Mortgage Loan
(i.e., purchase financing, Rate/Term Refinancing, Cash-Out
Refinancing);
(xviii) a code indicating the documentation style (i.e., full,
alternative or reduced);
(xix) a code indicating if the Mortgage Loan is subject to a
Primary Mortgage Insurance Policy;
(xx) the Value of the Mortgaged Property;
(xxi) the sale price of the Mortgaged Property, if applicable;
(xxii) the actual unpaid principal balance of the Mortgage
Loan as of the Cut-off Date; and
(xxiii) the Servicing Fee Rate.
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal
balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the
Scheduled Principal Balance of the Mortgage Loans as of the close of business on
the Cut-off Date (not taking into account any Principal Prepayments received on
the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date. The Mortgage Loan Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement. With respect to
any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.
35
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, without regard to
any reduction thereof as a result of a Debt Service Reduction or operation of
the Relief Act. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of an Estate in Real
Property improved by a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net WAC Rate": The Net WAC Rate for any distribution date and
the Group A Mortgage Loans is a rate per annum equal to the weighted average of
the Expense Adjusted Mortgage Rates of the Group A Mortgage Loans, weighted
based on their principal balances as of the first day of the related Due Period.
For federal income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC I-A Remittance Rate on the REMIC
I-A Regular Interests, weighted on the basis of the Uncertificated Balance of
each such REMIC I-A Regular Interest. The Net WAC Rate for any Distribution Date
and the Group HI Mortgage Loans is a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group HI Mortgage Loans,
weighted based on their principal balances as of the first day of the related
Due Period. For federal income tax purposes, the equivalent of the foregoing
shall be expressed as the weighted average of the REMIC I-H Remittance Rate on
REMIC I-H Regular Interest LT-1B, weighted on the basis of the Uncertificated
Balance of such REMIC I-H Regular Interest. The Net WAC Rate for any
distribution date and the Group HII Mortgage Loans is a rate per annum equal to
the weighted average of the Expense Adjusted Mortgage Rates of the Group HII
Mortgage Loans, weighted based on their principal balances as of the first day
of the related Due Period. For federal income tax purposes, the equivalent of
the foregoing shall be expressed as the weighted average of the REMIC I-H
Remittance Rate on REMIC I-H Regular Interest LT-2B, weighted on the basis of
the Uncertificated Balance of such REMIC I-H Regular Interest. The Net WAC Rate
for any distribution date and the Group W Mortgage Loans is a rate per annum
equal to the weighted average of the Expense Adjusted Mortgage Rates of the
Group W Mortgage Loans, weighted based on their principal balances as of the
first day of the related Due Period.
"Net WAC Rate Carryover Amount": With respect to each of the
Class A-A Certificates and any of the first six Distribution Dates, 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 Rate for such Distribution Date and
(B) the related Net WAC Rate Carryover Amount for the previous Distribution Date
not previously paid. For the Class A-A Certificates and any Distribution Date
after the first six Distribution Dates, an amount equal to the unpaid portion of
any Net WAC Rate Carryover Amount for such Class of Certificates from the prior
Distribution Date.
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"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.06.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I-A, REMIC I-H or REMIC W, including any lease renewed or extended on
behalf of REMIC I-A, REMIC I-H or REMIC W, if REMIC I-A, REMIC I-H or REMIC W
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 A-X Certificates
and any Distribution Date, the aggregate Certificate Principal Balance of the
Class A-A Certificates and the Class A-R Certificates immediately prior to such
Distribution Date. For federal income tax purposes, the Class A-X Certificates
shall have a Notional Amount equal to (a) the Uncertificated Balance of REMIC
I-A Regular Interest LT-A and (b) the Uncertificated Balance of REMIC IA Regular
Interest LT-R.
"Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as
applicable; with respect to the Master Servicer, any officer who is authorized
to act for the Master Servicer in matters relating to this Agreement, and whose
action is binding upon the Master Servicer, initially including those
individuals whose names appear on the list of authorized officers delivered at
the closing.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, the Master Servicer
or the Trust Administrator acceptable to the Trustee, if such opinion is
delivered to the Trustee, or reasonably acceptable to the Trust Administrator,
if such opinion is delivered to the Trust Administrator, except that any opinion
of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or
(b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
"Original Group A Mortgage Loan": Any Mortgage Loans included
in Loan Group A as of the Closing Date.
"Original Group HI Mortgage Loan": Any Mortgage Loans included
in Loan Group HI as of the Closing Date.
"Original Group HII Mortgage Loan": Any Mortgage Loans
included in Loan Group HII as of the Closing Date.
37
"Original Group W Mortgage Loan": Any Mortgage Loans included
in Loan Group W as of the Closing Date.
"Original Mortgage Loan": Any Original Group A Mortgage Loan,
Original Group HI Mortgage Loan, Original Group HII Mortgage Loan or Original
Group W Mortgage Loan.
"Originator": Either Countrywide, Quicken or ▇▇▇▇▇ Fargo.
"Overcollateralized Amount": As to any Distribution Date and
the Group H Class A Certificates, an amount equal to the Undercollateralized
Amount for the unrelated class of Class A Certificates relating to the same
Collateral Pool.
"Overcollateralized Loan Group": With respect to the Group H
Class A Certificates, as to any Distribution Date on which there is an
Undercollateralized Loan Group within the related Collateral Pool, the Loan
Group within such Collateral Pool for which there is no Undercollateralized
Amount.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to the Class H-AI
Certificates and any Distribution Date, the Net WAC Rate for the Group HI
Mortgage Loans for such distribution date.
With respect to the Class H-AII Certificates and any Distribution Date,
the Net WAC Rate for the Group HII Mortgage Loans for such distribution date.
With respect to each class of Group H Subordinate Certificates and any
Distribution Date, the Subordinate Net WAC Rate.
With respect to the Class H-R Certificates and the first Distribution
Date, the Net WAC Rate for the Group HII Mortgage Loans.
With respect to the Class A-A Certificates and any distribution date,
the lesser of (i) the related Formula Rate and (ii) the Net WAC Rate for the
Group A Mortgage Loans for such distribution date.
With respect to the Group A Subordinate Certificates and any
distribution date, the Net WAC Rate for the Group A Mortgage Loans.
With respect to the Class A-R Certificates and the first Distribution
Date, the Formula Rate for such Distribution Date.
With respect to the Class A-X Certificates and any Distribution Date,
the excess, if any, of (i) the Net WAC Rate for the Group A Mortgage Loans for
such Distribution Date over (ii)
38
the Pass-Through Rate for the Class A-A Certificates and the Class A-R
Certificates for such Distribution Date. For federal income tax purposes, the
equivalent of the foregoing shall be expressed (i) the excess, if any, of (a)
the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-A over (b) the
Pass-Through Rate for the Class A-A Certificates and (ii) the excess, if any, of
(a) the REMIC I-A Remittance Rate on REMIC I Regular Interest LT-R over (b) the
Pass-Through Rate for the Class A-R Certificates.
With respect to the Group W-A Certificates and the Group W Subordinate
Certificates and any distribution date the Net WAC Rate for the Group W Mortgage
Loans for such Distribution Date.
With respect to the Group W-R Certificates and the first Distribution
Date, the Net WAC Rate for the Group W Mortgage Loans.
"Paying Agent": Citibank, or its successor in interest, or any
successor paying agent appointed as herein provided.
"Periodic Rate Cap": With respect to each Mortgage Loan and
any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date.
"Percentage Interest": With respect to any Class of
Certificates, the portion of the respective Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the initial Certificate
Principal Balance represented by such Certificate, and the denominator of which
is the initial aggregate Certificate Principal Balance of all of the
Certificates of such Class. The Book-Entry Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances of
$100,000 and integral multiples of $1.00 in excess thereof. The Private
Certificates are issuable only in Percentage Interests corresponding to the
initial Certificate Principal Balances of $100,000 and integral multiples of
$1.00 in excess thereof; provided, however, that a single Certificate of each
such Class of Certificates may be issued having a Percentage Interest
corresponding to the remainder of the aggregate initial Certificate Principal
Balance of such Class or to an otherwise authorized denomination for such Class
plus such remainder. The Residual Certificates are issuable only in Percentage
Interests of 20% and multiples thereof.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee,
the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust
Administrator or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;
39
(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 Senior Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer in respect of any Distribution Date pursuant
to Section 4.03.
40
"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": A prepayment rate for the Group A
Mortgage Loans of 20% CPR and a prepayment rate for the Group H Mortgage Loans
and the Group W Mortgage Loans of 25% CPR. The Prepayment Assumption is used
solely for determining the accrual of original issue discount on the
Certificates for federal income tax purposes. A CPR (or Constant Prepayment
Rate) represents an annualized constant assumed rate of prepayment each month of
a pool of mortgage loans relative to its outstanding principal balance for the
life of such pool.
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part that was applied
by the Master Servicer to reduce the outstanding principal balance of such loan
on a date preceding the Due Date in the succeeding Prepayment Period, an amount
equal to interest at the applicable Mortgage Loan Remittance Rate on the amount
of such Principal Prepayment for the number of days commencing on the date on
which the prepayment is applied and ending on the last day of the related
Prepayment Period. The obligations of the Master Servicer in respect of any
Prepayment Interest Shortfall are set forth in Section 3.24.
"Prepayment Period": With respect to any Distribution Date,
the calendar month preceding the calendar month in which such Distribution Date
occurs.
"Primary Mortgage Insurance Policy": Each primary policy of
mortgage guaranty insurance in effect as represented in the Mortgage Loan
Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any
replacement policy therefor obtained by the Master Servicer or any Sub-Servicer
pursuant to Section 3.13.
"Prime Rate": The lesser of (i) the per annum rate of
interest, publicly announced from time to time by Chase Manhattan Bank at its
principal office in the City of New York, as its prime or base lending rate (any
change in such rate of interest to be effective on the date such change is
announced by Chase Manhattan Bank) and (ii) the maximum rate permissible under
applicable usury or similar laws limiting interest rates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.
"Private Certificates": Any Class 2-B4 Certificate, Class 2-B5
Certificate, Class A- B6 Certificate, Class 1-B4 Certificate, Class 1-B5
Certificate, Class 1-B6 Certificate, Class 3-B4 Certificate, Class 3-B5
Certificate or Class 3-B6 Certificate.
41
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01, and as confirmed by an Officers' Certificate from the
Master Servicer to the Trustee and the Trust Administrator, an amount equal to
the sum of: (i) 100% of the Stated Principal Balance thereof as of the date of
purchase (or such other price as provided in Section 9.01), (ii) in the case of
(x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the Mortgagor or
an advance by the Master Servicer, which payment or advance had as of the date
of purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the Mortgagor or
an advance by the Master Servicer through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected,
minus the total of all net rental income, Insurance Proceeds, Liquidation
Proceeds and P&I Advances that as of the date of purchase had been distributed
as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any
unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees
and Administration Fees allocable to such Mortgage Loan or REO Property; (iv)
any amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section
3.16(b); and (v) in the case of a Mortgage Loan required to be purchased
pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the
Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
"Qualified Insurer": Any insurer which meets the requirements
of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Scheduled
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less
than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) have a next Adjustment Date not more than two months later than the
next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a
Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has
a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered
by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (ix) have the same Due Date as
42
the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value Ratio as of
the date of substitution equal to or lower than the Loan-to-Value Ratio of the
Deleted Mortgage Loan as of such date, (xi) [intentionally omitted]; and (xii)
conform to each representation and warranty set forth in Section 6 of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate principal balances, the Mortgage Rates described in
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Rates, the terms described in clause (viii) shall be determined on the basis of
weighted average remaining terms to maturity, the Loan-to-Value Ratios described
in clause (x) hereof shall be satisfied as to each such mortgage loan and,
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (xii) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
"Quicken": Quicken Loans Inc. or its successor in interest.
"Quicken Mortgage Loans": The Mortgage Loans originated by
Quicken.
"Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not in excess of the existing first mortgage loan on the
related Mortgaged Property and related closing costs, and were used exclusively
to satisfy the then existing first mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.
"Rating Agencies": S&P, ▇▇▇▇▇'▇ 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
43
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
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 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) 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), plus (iv) the aggregate of
all Servicing Advances made by the Master Servicer in respect of such REO
Property or the related Mortgage Loan and any unpaid Servicing Fees or
Administration Fees for which the Master Servicer has been or, in connection
with such Final Recovery Determination, will be reimbursed pursuant to Section
3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (v) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.
"Record Date": With respect to each Distribution Date and any
Certificate, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Senior Certificate or Subordinate
Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.
"Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
44
"REMIC Regular Interest": Any REMIC I Regular Interest or
REMIC II Regular Interest.
"REMIC I": Each of REMIC I-A and REMIC I-H.
"REMIC I Regular Interest": Any REMIC I-A Regular Interest or
REMIC I-H Regular Interest.
"REMIC I-A": as defined in the Preliminary Statement.
"REMIC I-A Regular Interests": The REMIC I-A Regular
Interests, as set forth in the Preliminary Statement.
"REMIC I-A Remittance Rate": With respect to each REMIC I-A
Regular Interest, the weighted average of the Expense Adjusted Mortgage Rates of
the Group A Mortgage Loans, weighted based on their principal balances as of the
first day of the related Due Period.
"REMIC I-H": as defined in the Preliminary Statement.
"REMIC I-H Regular Interests": The REMIC I-H Regular
Interests, as set forth in the Preliminary Statement.
"REMIC I-H Remittance Rate": With respect to REMIC I-H Regular
Interest LT-1A, REMIC I-H Regular Interest LT-2A and REMIC I-H Regular Interest
LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group
H Mortgage Loans, weighted based on their principal balances as of the first day
of the related Due Period. With respect to REMIC I-H Regular Interest LT-1B and
REMIC I-H Regular Interest LT-R, the weighted average of the Expense Adjusted
Mortgage Rates of the Group HI Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. With respect to REMIC
I-H Regular Interest LT-2B, the weighted average of the Expense Adjusted
Mortgage Rates of the Group HII Mortgage Loans, weighted based on their
principal balances as of the first day of the related Due Period.
"REMIC I-H Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC I-H Regular Interest ending with the
designation "B", equal to the ratio between, with respect to each such REMIC I-H
Regular Interest, the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Senior Certificates in the related Loan Group.
"REMIC II": Each of REMIC II-A and REMIC II-H.
"REMIC II-A": as defined in the Preliminary Statement.
"REMIC II-H": as defined in the Preliminary Statement.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code,
45
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 W" as defined in the Preliminary Statement.
"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-A,
REMIC I-H or REMIC W, 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 Certificate": Any one of the Class A-R Certificates,
Class H-R Certificates or Class W-R Certificates.
"Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.
46
"Responsible Officer": When used with respect to the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, the President, any vice president, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any
trust officer or assistant trust officer, the Controller and any assistant
controller or any other officer thereof customarily performing functions similar
to those performed by any of the above designated officers and, with respect to
a particular matter relating to this Agreement, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee with
direct responsibility for the administration of this Agreement and, with respect
to a particular matter relating to this Agreement, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.
"Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was acquired
minus the principal portion of each Monthly Payment that would have become due
on such related Mortgage Loan after such REO Property was acquired if such
Mortgage Loan had not been converted to an REO Property; and (b) as of any Due
Date subsequent to the occurrence of a Liquidation Event with respect to such
REO Property, zero.
"Seller": Citigroup Global Markets Realty Corp. or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.
"Senior Certificate": Any Group A Senior Certificate, Group H
Senior Certificate or Group W Senior Certificate.
47
"Senior Percentage": The Group A Senior Percentage, the Group
HI Senior Percentage, the Group HII Senior Percentage and the Group W Senior
Percentage.
"Senior Prepayment Percentage": The Group A Senior Prepayment
Percentage, the Group HI Senior Prepayment Percentage, the Group HII Senior
Prepayment Percentage and the Group W Senior Prepayment Percentage, as
applicable.
"Senior Principal Distribution Amount": For any Distribution
Date, an amount equal to the sum of:
(a) the product of (x) the then-applicable Senior Percentage
and (y) the sum of the following:
(i) the aggregate of the principal portions of all
Monthly Payments due during the related Due Period in respect
of the Mortgage Loans whether or not received;
(ii) the principal portion of all Insurance Proceeds,
Trailing Recoveries and Liquidation Proceeds (other than
amounts described in clause (c) below) received in respect of
the Mortgage Loans during the related Prepayment Period (other
than any such Mortgage Loan that was purchased, sold or
replaced pursuant to or as contemplated by Section 2.03,
Section 3.16(c) or Section 9.01 during the related Prepayment
Period), net of any portion thereof that represents a recovery
of principal for which an advance was made by the Master
Servicer pursuant to Section 4.03 in respect of a preceding
Distribution Date;
(iii) the Stated Principal Balance (calculated
immediately prior to such Distribution Date) of each Mortgage
Loan that was purchased, sold or replaced pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01
during the related Prepayment Period;
(iv) [reserved]; and
(v) in connection with the substitution of one or
more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans pursuant to Section 2.03 during the
related Prepayment Period, the excess, if any, of (A) the
aggregate of the Stated Principal Balances (calculated as of
the respective dates of substitution) of such Deleted Mortgage
Loans, net of the aggregate of the principal portions of the
Monthly Payments due during the related Prepayment Period (to
the extent received from the related Mortgagor or advanced by
the Master Servicer and distributed pursuant to Section 4.01
on the Distribution Date in the related Prepayment Period) in
respect of each such Deleted Mortgage Loan that was replaced
prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal
Balances (calculated as of the respective dates of
substitution) of such Qualified Substitute Mortgage Loans;
48
(b) the product of (x) the then-applicable Senior Prepayment
Percentage and (y) all Principal Prepayments received in respect of the
Mortgage Loans during the related Prepayment Period;
(c) with respect to any Mortgage Loan which was the subject of
a Final Recovery Determination in the related Prepayment Period, the
least of (a) the then-applicable Senior Prepayment Percentage
multiplied by the net Liquidation Proceeds and Insurance Proceeds
allocable to principal in respect of such Mortgage Loans and (b) the
then-applicable Senior Percentage multiplied by the Scheduled Principal
Balance of such Mortgage Loan at the time of such Final Recovery
Determination; and
(d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of
the Senior Principal Distribution Amount for the immediately preceding
Distribution Date, over the aggregate distributions of principal made
in respect of the Class A Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any such
amounts are not attributable to Realized Losses which were allocated to
the Subordinate Certificates pursuant to Section 4.04.
"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, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property,
and (iv) the performance of its obligations under Section 3.01, Section 3.09,
Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer
shall not be required to make any Servicing Advance in respect of a Mortgage
Loan or REO Property that, in the good faith business judgment of the Master
Servicer, would not be ultimately recoverable from related Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": With respect to each Mortgage Loan, the
rate per annum not less than 0.25% per annum and not greater than 0.50% per
annum set forth as the Servicing Fee Rate thereon in the Mortgage Loan Schedule.
49
"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 of $1,000. With respect to the Residual
Certificates, a hypothetical Certificate of such Class evidencing a 20%
Percentage Interest in such Class.
"Special Hazard Amount": For Collateral Pool A, initially an
amount equal to $3,710,000. For Collateral Pool H, initially an amount equal to
$3,380,000. For Collateral Pool W, initially an amount equal to $1,078,773.31.
As of each anniversary of the Cut-off Date, for any Collateral Pool the Special
Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the related Subordinate Certificates in respect of Special
Hazard Losses on the related Mortgage Loans during such year and (ii) the
related Adjustment Amount for such anniversary. After the Certificate Principal
Balances of the related Subordinate Certificates are reduced to zero, the
Special Hazard Amount will be zero.
"Special Hazard Loss": Any Realized Loss or portion thereof
not in excess of the lesser of the cost of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property by reason of damage caused by
certain hazards (including earthquakes, mudflows, and, to a limited extent,
floods) not insured against under the hazard insurance policies or fire or flood
insurance policies required to be maintained in respect of such Mortgaged
Property pursuant to Section 3.14, or by reason of the application of any
co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:
(i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin,
insects;
(ii) smog, smoke, vapor, liquid or dust discharge from
agricultural or industrial operations; pollution; contamination;
(iii) settling, subsidence, cracking, shrinkage, bulging or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
and
(iv) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then
only for the ensuing loss.
"S&P": Standard & Poor's Ratings Services, a division of the
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or its successor in interest.
"Startup Day": With respect to any Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.
50
"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 a any payment
required to be made under the terms of the Certificates and this Agreement is
prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the
custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy
court and should have been the subject of such Remittance absent such
prohibition.
"Subordinate Certificates": The Group H Subordinate
Certificates, the Group A Subordinate Certificates and the Group W Subordinate
Certificates.
"Subordinate Net WAC Rate": For any distribution date and the
Group H Subordinate Certificates, a rate per annum equal to the weighted
average, weighted in proportion to the results of subtracting from the aggregate
principal balance of each of Loan Group HI and Loan Group HII the aggregate
Certificate Principal Balance of the related Class H-A Certificates and Residual
Certificates, of the weighted average Expense Adjusted Mortgage Rates of the
Group HI Mortgage Loans and the Group HII Mortgage Loans. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC I-H Remittance Rate on REMIC I-H Regular Interest LT-1A
(subject to a cap and a floor equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group HI Mortgage Loans) and the REMIC I-H
Remittance Rate on REMIC I-H Regular Interest LT-2A
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(subject to a cap and a floor equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group HII Mortgage Loans), weighted on the basis
of the Uncertificated Balance of each such REMIC I-H Regular Interest.
"Subordinate Percentage": With respect to any Collateral Pool,
the Subordinate Percentage with respect to any distribution date will be the
percentage equal to the aggregate Certificate Principal Balance of the
Subordinate Certificates related to such Collateral Pool immediately prior to
such Distribution Date divided by the aggregate Scheduled Principal Balance of
all of the Mortgage Loans related to such Collateral Pool as of the close of
business on the first day of the calendar month immediately preceding such
Distribution Date.
"Subordinate Prepayment Percentage": With respect to the
Subordinate Certificates in any Collateral Pool and any Distribution Date, a
percentage equal to 100% minus the applicable Senior Prepayment Percentage.
"Subordinate Principal Distribution Amount": With respect to
any Collateral Pool and for any Distribution Date, an amount equal to the sum
of:
(a) the product of (x) the then-applicable Subordinate
Percentage and (y) the sum of the following:
(i) the aggregate of the principal portions of all Monthly
Payments due during the related Due Period in respect of the related
Mortgage Loans whether or not received;
(ii) the principal portion of all Insurance Proceeds,
Liquidation Proceeds (other than amounts described in clause (c) below)
and Subsequent Recoveries received in respect of the related Mortgage
Loans during the related Prepayment Period (other than any such
Mortgage Loan that was purchased, sold or replaced pursuant to or as
contemplated by Section 2.03 or Section 9.01 during the related
Prepayment Period), net of any portion thereof that represents a
recovery of principal for which an advance was made by the Master
Servicer in respect of a preceding Distribution Date;
(iii) the Stated Principal Balance (calculated immediately
prior to such Distribution Date) of each related Mortgage Loan that was
purchased, sold or replaced pursuant to or as contemplated by Section
2.03 or Section 9.01 during the related Prepayment Period;
(iv) all REO Principal Amortization collected in respect of
any REO Property during the related Prepayment Period; and
(v) in connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans in the related Loan Group pursuant to Section 2.03 during the
related Prepayment Period, the excess, if any, of (A) the aggregate
Stated Principal Balance (calculated as of the respective dates of
substitution) of such Deleted Mortgage Loans, net of the aggregate of
the principal portions of the Monthly Payments due during the related
Prepayment Period (to the extent received from the related Mortgagor or
advanced and distributed pursuant to Section 4.01 on the Distribution
Date in the related Prepayment Period) in respect of each
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such Deleted Mortgage Loan that was replaced prior to the Distribution
Date in the related Prepayment Period, over (B) the aggregate Stated
Principal Balance (calculated as of the respective dates of
substitution) of such Qualified Substitute Mortgage Loans;
(b) the product of (x) the then-applicable Subordinate
Prepayment Percentage, as applicable, and (y) all Principal Prepayments received
in respect of the related Mortgage Loans during the related Prepayment Period;
(c) with respect to any related Mortgage Loans which were the
subject of a Final Recovery Determination in the related Prepayment Period, the
amount, if any, by which the net Liquidation Proceeds and Insurance Proceeds
allocable to principal in respect of such Mortgage Loans exceed the amount
distributable to the related Senior Certificates pursuant to clause (c) of the
definition of "Senior Principal Distribution Amount"; and
(d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the
Subordinate Principal Distribution Amount for the immediately preceding
Distribution Date, over the aggregate distributions of principal made in respect
of the Subordinate Certificates on such immediately preceding Distribution Date
pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses that were allocated to the Subordinate
Certificates pursuant to Section 4.04.
"Sub-Servicer": Any Person 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.
"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) an Initial Sub Servicing
Agreement or (ii) 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.
"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 Servicer or the Master Servicer from such amounts
under the related 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.
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of any Trust REMIC due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.
"Termination Price": As defined in Section 9.01.
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"Terminator": With respect to the termination of REMIC I-A,
the majority Holder of the Class A-R Certificates (unless such Holder is the
Seller, Citigroup Global Markets Inc. or an Affiliate of either of them) or if
such majority Holder fails to exercise such option, the Master Servicer. With
respect to the termination of REMIC I-H, the majority Holder of the Class H-R
Certificates (unless such Holder is the Seller, Citigroup Global Markets Inc. or
an Affiliate of either of them) or if such majority Holder fails to exercise
such option, the Master Servicer. With respect to the termination of REMIC W,
the majority Holder of the Class W-R Certificates (unless such Holder is the
Seller, Citigroup Global Markets Inc. or an Affiliate of either of them) or if
such majority Holder fails to exercise such option, the Master Servicer.
"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 Amount": The Trigger Amount for Collateral Pool H and
for any Distribution Date occurring after seven years from the Closing Date will
be as follows: for any Distribution date during the eighth year after the
Closing Date, 30% of the initial sum of the Certificate Principal Balances of
the Group H Subordinate Certificates; for any Distribution Date during the ninth
year after the Closing Date, 35% of the initial sum of the Certificate Principal
Balances of the Group H Subordinate Certificates; for any Distribution Date
during the tenth year after the Closing Date, 40% of the initial sum of the
Certificate Principal Balances of the Group H Subordinate Certificates; for any
Distribution Date during the eleventh year after the Closing Date, 45% of the
initial sum of the Certificate Principal Balances of the Group H Subordinate
Certificates; and for any Distribution Date during the twelfth year or any year
thereafter, after the Closing Date, 50% of the initial sum of the Certificate
Principal Balances of the Group H Subordinate Certificates.
The Trigger Amount for Collateral Pool A and for any Distribution Date
occurring after ten years from the Closing Date will be as follows: for any
Distribution Date during the eleventh year after the Closing Date, 30% of the
initial sum of the Certificate Principal Balances of the Group A Subordinate
Certificates; for any Distribution Date during the twelfth year after the
Closing Date, 35% of the initial sum of the Certificate Principal Balances of
the Group A Subordinate Certificates; for any Distribution Date during the
thirteenth year after the Closing Date, 40% of the initial sum of the
Certificate Principal Balances of the Group A Subordinate Certificates; for any
Distribution Date during the fourteenth year after the Closing Date, 45% of the
initial sum of the Certificate Principal Balances of the Group A Subordinate
Certificates; and for any Distribution Date during the fifteenth year or any
year thereafter, after the Closing Date,
54
50% of the initial sum of the Certificate Principal Balances of the Group A
Subordinate Certificates.
The Trigger Amount for Collateral Pool W and for any distribution date
occurring after the five years will be as follows: for any Distribution Date
during the sixth year after the Closing Date, 30% of the initial sum of the
Certificate Principal Balances of the Group W Subordinate Certificates; for any
Distribution Date during the seventh year after the Closing Date, 35% of the
initial sum of the Certificate Principal Balances of the Group W Subordinate
Certificates; for any Distribution Date during the eighth year after the Closing
Date, 40% of the initial sum of the Certificate Principal Balances of the Group
W Subordinate Certificates; for any distribution date during the ninth year
after the Closing Date, 45% of the initial sum of the Certificate Principal
Balances of the Group W Subordinate Certificates; and for any distribution date
during the tenth year or any year thereafter, after the Closing Date, 50% of the
initial sum of the Certificate Principal Balances of the Group W Subordinate
Certificates.
"Trust Administrator": CitiMortgage, Inc., or its successor in
interest, or any successor trust administrator appointed as herein provided.
"Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II, REMIC W and the Net WAC Rate Carryover Reserve Account.
"Trustee": U.S. Bank National Association, or its successor in
interest, or any successor trustee appointed as herein provided.
"Trust REMIC": Each of REMIC I, REMIC II and REMIC W.
"Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial Uncertificated
Balance. On each Distribution Date, the Uncertificated Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04.
"Undercollateralized Amount": As to any Distribution Date and
Collateral Pool A, the excess, if any, of the aggregate Certificate Principal
Balance of the Class A-A Certificates immediately prior to such Distribution
Date over the sum of (i) the aggregate Scheduled Principal Balance of the Group
A Mortgage Loans plus (ii) the aggregate Scheduled Principal Balance of the REO
Properties in Loan Group A in each case before reduction for any Realized Losses
on such Distribution Date. As to any Distribution Date and Collateral Pool H,
the excess, if any, of the aggregate Certificate Principal Balance of the
related Class A Certificates immediately prior to such Distribution Date over
the sum of (i) the aggregate Scheduled Principal Balance of the related Mortgage
Loans plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
in the related Loan Group, in each case before reduction for any Realized Losses
on such Distribution Date.
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"Undercollateralized Loan Group": With respect to Collateral
Pool H, as to any distribution date, any Loan Group in such Collateral Pool for
which an Undercollateralized Amount greater than zero is calculated.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, for purposes solely of the restrictions on the
transfer of the Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.
"Value": With respect to any Mortgaged Property, the 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. At all times during the
term of this Agreement, (i) 99% of all of the Voting Rights shall be allocated
to the Regular Certificates in proportion to their then outstanding Certificate
Principal Balances and (ii) 1% of all Voting Rights will be allocated among the
holders of the Residual Certificates, in proportion to their Percentage
Interests in each such Class. All Voting Rights allocated to any Class of
Certificates shall be allocated among such Certificates PRO RATA in accordance
with the respective Percentage Interests evidenced thereby.
"▇▇▇▇▇ Fargo" ▇▇▇▇▇ Fargo Bank, N.A., as successor in interest
to ▇▇▇▇▇ Fargo Home Mortgage, Inc., or its successor in interest.
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"▇▇▇▇▇ Mortgage Loans": The Mortgage Loans originated by ▇▇▇▇▇
Fargo.
SECTION 1.02 Allocation of Certain Interest Shortfalls.
The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments by the Master Servicer pursuant to Section
3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage
Loans in a Collateral Pool for any Distribution Date shall be allocated among
the related Certificates, PRO RATA in accordance with, and to the extent of one
month's interest at the Pass- Through Rate on the respective Certificate
Principal Balance of such Certificate immediately prior to such Distribution
Date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement (except Section 18 thereof), and all other
assets included or to be included in REMIC I. Such assignment includes all
interest and principal received by the Depositor or the Master Servicer on or
with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement and delivers to the Paying Agent $1,000 for deposit into the
Net WAC Rate Carryover Reserve Account, 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 Originator or an Affiliate of
the Originator in blank or to the Trustee showing a complete
chain of endorsements from the named payee to the Trustee or from
the named payee to the Affiliate of the Originator and from such
Affiliate to the Trustee;
(ii) The original recorded Mortgage, 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;
57
(iii) An assignment from the Originator or an Affiliate of
the Originator to the Trustee in recordable form of the Mortgage
which may be included, where permitted by local law, in a blanket
assignment or assignments of the Mortgage to the Trustee,
including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the
Mortgage to the Originator or an Affiliate of the Originator and
to the Trustee;
(iv) Any original assumption, modification, buydown or
conversion-to- fixed-interest-rate agreement applicable to the
Mortgage Loan;
(v) With respect to any Mortgage Loan listed on the Mortgage
Loan Schedule as subject to a Primary Mortgage Insurance Policy,
the original Primary Mortgage Insurance Policy or certificate or
a copy thereof; and
(vi) The original or a copy of the title insurance policy
(which may be a certificate or a short form policy relating to a
master policy of title insurance) pertaining to the Mortgaged
Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the
lender's recording instructions, with the original to be
delivered within 180 days of the Closing Date or an attorney's
opinion of title in jurisdictions where such is the customary
evidence of title.
In instances where an original recorded Mortgage cannot be
delivered by the Depositor to the Trustee (or a Custodian on behalf of the
Trustee) prior to or concurrently with the execution and delivery of this
Agreement, due to a delay in connection with the recording of such Mortgage, the
Depositor may, (a) in lieu of delivering such original recorded Mortgage
referred to in clause (I)(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 (I)(iii) or (II)(iv) 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 (I)(vii)
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 (I)(vii) 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
58
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 (I)(v) or (II)(viii) above, deliver a certified
copy thereof.
To the extent not already recorded, 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(I)(iii) and (II)(iv) above and shall promptly submit or cause
to be submitted for filing, each Form UCC-3 assignment and the UCC-1 financing
statement delivered to it pursuant to (II)(vi) above. In the event that any such
Assignment, Form UCC-3 or Form UCC-1, as applicable, 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, Form UCC-3 or Form UCC-1, as applicable, 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, the Master Servicer shall
not cause to be recorded any Assignment which relates to a Mortgage Loan in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
delivered or caused to be delivered by the Seller to the Trustee and the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee's interest in the related Mortgage Loan; provided, however,
notwithstanding the delivery of any Opinion of Counsel, 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: (i) reasonable direction by
Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 of this
Agreement and (v) 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.
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)(i) or (II)(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
59
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 in the New Jersey Home Ownership Act effective November
27, 2003, the New Mexico Home Loan Protection Act, effective January 1, 2004 and
the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004.
SECTION 2.02 Acceptance of the Trust Fund by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on an exception report delivered by or on behalf of the
Trustee, the Trustee acknowledges receipt of the documents referred to in
Section 2.01 (other than such documents described in Sections 2.01(I)(v) and
(II)(viii)) 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 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,
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the Paying Agent, the Seller and the Master Servicer. In addition, upon the
discovery by the Depositor, the Master Servicer, the Trust Administrator, the
Paying Agent or the Trustee of a breach of any of the representations and
warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan which materially adversely affects such Mortgage Loan or
the interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.
The Trustee may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a custodial agreement with a
Custodian pursuant to which the Trustee appoints a Custodian to hold the
Mortgage Files on behalf of the Trustee for the benefit of all present and
future Certificateholders, which may provide that the Custodian shall, on behalf
of the Trustee, and as the Trustee's agent, conduct the review of each Mortgage
File required under the first paragraph of this Section 2.02.
SECTION 2.03 Repurchase or Substitution of Mortgage Loans
by the Seller or the Depositor.
(a) Upon discovery or receipt of notice by the Depositor, the
Master Servicer, the Trust Administrator or the Trustee of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the party so discovering or receiving notice
shall promptly notify the other parties to this Agreement, and the Trustee
thereupon shall promptly notify the Seller of such defect, missing document or
breach and request that the Seller deliver such missing document or cure such
defect or breach within 90 days from the date the Seller was notified of such
missing document, defect or breach, and if the Seller does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC
I-A, REMIC I-H or REMIC W at the Purchase Price within 90 days after the date on
which the Seller was notified (subject to Section 2.03(e)) of such missing
document, defect or breach, and (ii) to indemnify the Trust Fund in respect of
such missing document, defect or breach, in the case of each of (i) and (ii), if
and to the extent that the Seller is obligated to do so under the Mortgage Loan
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan and any
indemnification shall be remitted by the Seller to the Master Servicer for
deposit into the Collection Account, and the Trust Administrator, upon
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receipt of written notice from the Master Servicer of such deposit, shall give
written notice to the Trustee that such deposit has taken place and the Trustee
shall release (or cause the Custodian to release on its behalf) to the Seller
the related Mortgage File, and the Trustee and the Trust Administrator shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Seller shall furnish to it and as shall be necessary to
vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee
and the Trust Administrator shall have no further responsibility with regard to
such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided
above, if so provided in the Mortgage Loan Purchase Agreement the Seller may
cause such Mortgage Loan to be removed from REMIC I-A, REMIC I-H or REMIC W (in
which case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(d). It is understood and agreed that the obligation of
the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as
to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing, and if and
to the extent provided in the Mortgage Loan Purchase Agreement to perform any
applicable indemnification obligations with respect to any such omission, defect
or breach, as provided in the Mortgage Loan Purchase Agreement, shall constitute
the only remedies respecting such omission, defect or breach available to the
Trustee or the Trust Administrator on behalf of the Certificateholders.
(b) Reserved.
(c) Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any
representation, warranty or covenant of the Master Servicer set forth in Section
2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Master Servicer shall cure such
breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the date which is two years after the Startup Day for REMIC I-A, REMIC
I-H or REMIC W.
As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller delivering to the Trustee (or to the Custodian
on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to
the Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Custodian on its behalf and on behalf of the Trustee shall, for the benefit of
the Certificateholders, review each Mortgage File within 90 days after execution
and delivery of this Agreement, to ascertain that all required documents have
been executed, received and recorded, if applicable, and that such documents
relate to the Mortgage Loans. If in the course of such review the Trustee or the
Custodian on its behalf finds a document or documents constituting a part of a
Mortgage File to be defective in any material respect, the Trustee or the
Custodian on its behalf shall promptly so notify the Depositor, the Trust
Administrator, the Seller and the
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Master Servicer. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of the Trust Fund and
will be retained by the Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Trust Administrator shall give or
cause to be given written notice to the Trustee and the Certificateholders that
such substitution has taken place, and the Trust Administrator shall amend or
cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to
the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement (including all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement), in each case as of the date
of substitution.
For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (the "Substitution Shortfall Amount"),
if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Scheduled Principal Balance thereof as of the date of substitution, together
with one month's interest on such Scheduled Principal Balance at the applicable
Mortgage Loan Remittance Rate. On the date of such substitution, the Trustee
will monitor the obligation of the Seller to deliver or cause to be delivered,
and shall request that such delivery be to the Master Servicer for deposit in
the Collection Account, an amount equal to the Substitution Shortfall Amount, if
any, and the Trustee (or the Custodian on behalf of the Trustee, as applicable),
upon receipt of the related Qualified Substitute Mortgage Loan or Loans and
written notice given by the Master Servicer of such deposit, shall release to
the Seller the related Mortgage File or Files and the Trustee and the Trust
Administrator shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Seller shall deliver to it and
as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.
In addition, the Seller shall obtain at its own expense and
deliver to the Trustee and the Trust Administrator an Opinion of Counsel to the
effect that such substitution will not cause (a) any federal tax to be imposed
on any Trust REMIC, including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code, or
(b) any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(e) Upon discovery by the Depositor, the Master Servicer, the
Trust Administrator or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two Business Days give written notice
thereof to the other parties to this Agreement, and the Trustee shall give
written notice thereof to the Seller. In connection therewith, the Seller
pursuant to the Mortgage Loan Purchase Agreement or the Depositor pursuant to
this Agreement
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shall repurchase or, subject to the limitations set forth in Section 2.03(d),
substitute one or more Qualified Substitute Mortgage Loans for the affected
Mortgage Loan within 90 days of the earlier of discovery or receipt of such
notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by (i) the Seller if the affected Mortgage Loan's
status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Seller under the Mortgage Loan
Purchase Agreement or (iii) the Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is a breach of no representation or warranty.
Any such repurchase or substitution shall be made in the same manner as set
forth in Sections 2.03(a). The Trustee shall reconvey to the Depositor or the
Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased by the Seller for breach of a representation or warranty.
SECTION 2.04 Reserved.
SECTION 2.05 Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents, warrants and covenants
to the Trust Administrator and the Trustee, for the benefit of each of the
Trustee, the Trust Administrator, the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by
this Agreement to be conducted by the Master Servicer in any
state in which a Mortgaged Property is located or is otherwise
not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its
ability to enforce each Mortgage Loan and to service the
Mortgage Loans in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full corporate power
and authority to service each Mortgage Loan, and to execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of
the Master Servicer the execution, delivery and performance of
this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the other
parties hereto, constitutes a legal, valid and binding
obligation of the Master Servicer, enforceable against the
Master Servicer in accordance with its terms, except to the
extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors' rights generally and (b)
the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought;
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(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; and
(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.
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
65
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 and REMIC W.
SECTION 2.07 Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I-A Regular Interests for the benefit of the Class A-R
Certificateholders (as holder of the Class R-IA Interest) and REMIC II-A (as
holder of the REMIC I-A Regular Interests). The Trustee acknowledges receipt of
the REMIC I-A Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future Class
A-R Certificateholders (as holder of the Class R-IIA Interest) and REMIC II-A
(as holder of the REMIC I-A Regular Interests). The rights of the Class A-R
Certificateholders (as holder of the Class R-IIA Interest) and of REMIC II-A (as
holder of the REMIC I-A Regular Interests) to receive distributions from the
proceeds of REMIC I-A, and all ownership interests evidenced or constituted by
the Class R-IIA Interest and the Group A Certificates, shall be as set forth in
this Agreement.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I-H Regular Interests for the benefit of the Class H-R
Certificateholders (as holder of the Class R-IH Interest) and REMIC II-A (as
holder of the REMIC I-H Regular Interests). The Trustee acknowledges receipt of
the REMIC I-H Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future Class
H-R Certificateholders (as holder of the Class R-IIH Interest) and REMIC II-H
(as holder of the REMIC I-H Regular Interests). The rights of the Class H-R
Certificateholders (as holder of the Class R-IIH Interest) and of REMIC II-H (as
66
holder of the REMIC I-H Regular Interests) to receive distributions from the
proceeds of REMIC I-H, and all ownership interests evidenced or constituted by
the Class R-IIH Interest and the Group H Certificates, shall be as set forth in
this Agreement.
The rights of the Class W-R Certificateholders and of REMIC W to
receive distributions, and all ownership interests evidenced or constituted by
the Class A-W Certificates and the Group W Certificates, shall be as set forth
in this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Master Servicer to Act as Master Servicer.
The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the best interests of and for the benefit
of the Certificateholders (as determined by the Master Servicer in its
reasonable judgment) in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms, in the
same manner in which it services and administers similar mortgage loans for its
own portfolio, giving due consideration to customary and usual standards of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any
Sub-Servicer or any Affiliate of the Master Servicer or any
Sub-Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master
Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make P&I
Advances or Servicing Advances; or
(iv) the Master Servicer's or any Sub-Servicer's
right to receive compensation for its services hereunder or
with respect to any particular transaction.
To the extent consistent with the foregoing, the Master Servicer shall also seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. 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
67
full release or discharge, and all other comparable instruments, with respect to
the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Master Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Master Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under each Primary Mortgage Insurance Policy and any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer and
any Sub-Servicer such documents as are necessary or appropriate to enable the
Master Servicer or any Sub-Servicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Master
Servicer a power of attorney to carry out such duties. The Trustee shall not be
liable for the actions of the Master Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable in
the first instance from related collections from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost incurred by the
Master Servicer or by Sub- Servicers in effecting the timely payment of taxes
and assessments on a Mortgaged Property shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit.
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 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
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of the rating on any Class of Certificates) with Sub-Servicers, for the
servicing and administration of the Mortgage Loans. As of the Cut-Off date, GMAC
is the Sub-Servicer with respect to the Mortgage Loans originated by Quicken
Loans, Inc. and in such capacity GMAC will be primarily responsible for the
servicing of such Mortgage Loans. As of the Cut-Off Date, Countrywide is the
Sub-Servicer with respect to the Mortgage Loans originated by Countrywide Home
Loans, Inc. and in such capacity Countrywide will be primarily responsible for
the servicing of such Mortgage Loans. As of the Cut-Off Date, ▇▇▇▇▇ Fargo is the
Sub-Servicer with respect to the Mortgage Loans originated by ▇▇▇▇▇ Fargo and in
such capacity ▇▇▇▇▇ Fargo will be primarily responsible for the servicing of
such Mortgage Loans.
(b) Each Sub-Servicer shall be (i) authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law to
enable the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan
originator by the Federal Housing Administration or an institution the deposit
accounts of which are insured by the FDIC and (iii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ ▇▇▇
approved mortgage servicer. Each Sub-Servicing Agreement must impose on the
Sub-Servicer requirements conforming to the provisions set forth in Section 3.08
and provide for servicing of the Mortgage Loans consistent with the terms of
this Agreement. The Master Servicer will examine each Sub-Servicing Agreement
and will be familiar with the terms thereof. The terms of any Sub-Servicing
Agreement will not be inconsistent with any of the provisions of this Agreement.
The Master Servicer and the Sub-Servicers may enter into and make amendments to
the Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 3.08 relating to insurance or priority
requirements of Sub-Servicing Accounts, or credits and charges to the Sub-
Servicing Accounts or the timing and amount of remittances by the Sub-Servicers
to the Master Servicer, are conclusively deemed to be inconsistent with this
Agreement and therefore prohibited. The Master Servicer shall deliver to the
Trustee and the Trust Administrator copies of all Sub-Servicing Agreements, and
any amendments or modifications thereof, promptly upon the Master Servicer's
execution and delivery of such instruments.
(c) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement and
of the Seller under the Mortgage Loan Purchase Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on
account of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the
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related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans,
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed.
SECTION 3.03 Successor Sub-Servicers.
The Master Servicer shall be entitled to terminate any
Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
pursuant to any Sub-Servicing Agreement in accordance with the terms and
conditions of such Sub-Servicing Agreement. In the event of termination of any
Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
simultaneously by the Master Servicer without any act or deed on the part of
such Sub-Servicer or the Master Servicer, and the Master Servicer either shall
service directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement (other than any Initial
Sub-Servicing Agreement) shall include the provision that such agreement may be
immediately terminated by the Trustee or the Trust Administrator without fee, in
accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default).
SECTION 3.04 Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION 3.05 No Contractual Relationship Between
Sub-Servicers and Trustee, Trust Administrator
or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the Trustee, the Trust Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer shall be solely liable
for all fees owed by it to any Sub-
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Servicer, irrespective of whether the Master Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.
SECTION 3.06 Assumption or Termination of Sub-Servicing
Agreements by Trustee.
In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of the occurrence of a Master
Servicer Event of Default), the Trustee or its designee shall thereupon assume
all of the rights and obligations of the Master Servicer under each
Sub-Servicing Agreement that the Master Servicer may have entered into, unless
the Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its terms as provided in Section 3.03. Upon such assumption, the Trustee, its
designee or the successor servicer for the Trustee appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master
Servicer's interest therein and to have replaced the Master Servicer as a party
to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement had been assigned to the assuming party, except that (i) the Master
Servicer shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
successor Master Servicer shall be deemed to have assumed any liability or
obligation of the Master Servicer that arose before it ceased to be the Master
Servicer.
The Master Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the Sub-
Servicing Agreements to the assuming party.
SECTION 3.07 Collection of Certain Mortgage Loan Payments.
The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Primary Mortgage Insurance Policy
and any other applicable insurance policies, follow such collection procedures
as it would follow with respect to mortgage loans comparable to the Mortgage
Loans and held for its own account. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment charge or, if
applicable, penalty interest, only upon determining that the coverage of such
Mortgage Loan by the related Primary Mortgage Insurance Policy, if any, will not
be affected, or (ii) extend the due dates for Monthly Payments due on a Mortgage
Note for a period of not greater than 180 days; provided that any extension
pursuant to clause (ii) above shall not affect the amortization schedule of any
Mortgage Loan for purposes of any computation hereunder, except as provided
below. In the event of any such arrangement pursuant to clause (ii) above, the
Master Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the standards set
forth in Section 3.01, may also accept payment from
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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.
SECTION 3.08 Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Sub-Servicer's receipt thereof, all proceeds of Mortgage Loans received by
the Sub-Servicer less its servicing compensation to the extent permitted by the
Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
Sub-Servicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Sub-Servicer shall thereafter
deposit such proceeds in the Collection Account or 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.
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 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. 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
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Article IX; or (vi) recover amounts deposited in error. As part of its servicing
duties, the Master Servicer or Sub-Servicers shall pay to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law and, to
the extent that interest earned on funds in the Servicing Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. To the extent that a Mortgage does not provide for
Escrow Payments, the Master Servicer shall determine whether any such payments
are made by the Mortgagor in a manner and at a time that avoids the loss of the
Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The
Master Servicer assumes full responsibility for the payment of all such bills
and shall effect payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments.
SECTION 3.10 Collection Account and Distribution Account.
(a) On behalf of the Trust Fund, the Master Servicer shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the "Collection Account"), held in trust for the benefit of
the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master
Servicer shall deposit or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Master Servicer's receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than one Business Day after the deposit of
such funds into the clearing account, as and when received or as otherwise
required hereunder, the following payments and collections received or made by
it from and after the Cut-off Date (other than in respect of principal or
interest on the related Mortgage Loans due on or before the Cut-off Date), or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the
related Servicing Fee and the related 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;
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(vi) all proceeds of any Mortgage Loan repurchased or
purchased in accordance with Section 2.03 or Section 9.01; and
(vii) all amounts required to be deposited in
connection with shortfalls in principal amount of Qualified
Substitute Mortgage Loans pursuant to Section 2.03.
For purposes of the immediately preceding sentence, the
Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the date of substitution.
The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees need not be deposited by the Master Servicer in the
Collection Account. In the event the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Paying Agent on behalf of
the Trust Administrator shall establish and maintain one or more separate,
segregated trust accounts (such account or accounts, the "Distribution
Account"), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Master Servicer shall deliver to the Paying Agent in
immediately available funds for deposit in the Distribution Account on or before
12:00 p.m. New York time (i) on the Master Servicer Remittance Date, that
portion of the Available Distribution Amount (calculated without regard to the
references in clause (2) of the definition thereof to amounts that may be
withdrawn from the Distribution Account) for the related Distribution Date then
on deposit in the Collection Account, and (ii) on each Business Day as of the
commencement of which the balance on deposit in the Collection Account exceeds
$75,000 following any withdrawals pursuant to the next succeeding sentence, the
amount of such excess, but only if the Collection Account constitutes an
Eligible Account solely pursuant to clause (ii) of the definition of "Eligible
Account." If the balance on deposit in the Collection Account exceeds $75,000 as
of the commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account," the Master Servicer shall, on or before 12:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to
Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.12. The Master Servicer shall give notice to
the Trustee, the Trust Administrator, the Paying Agent and the Depositor of the
location of the Collection Account maintained by it when established and prior
to any change thereof. The Paying Agent shall give notice to the Master
Servicer, the Trust Administrator, the Paying Agent and the Depositor of the
location of the Distribution Account when established and prior to any change
thereof. Funds on deposit in the Net WAC Rate Carryover Reserve Account may be
invested in Permitted Investments in accordance with
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Section 3.12 subject to any limitations set forth in Section 4.06, and any
investment earnings or interest paid shall accrue to the benefit of the party
designated in such section.
(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, unless delivered directly to the Trust Administrator by
an Advancing Person;
(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:
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(i) to remit to the Paying Agent for deposit in the
Distribution Account the amounts required to be so remitted
pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse the
Master Servicer for P&I Advances, but only to the extent of
amounts received which represent Late Collections (net of the
related Servicing Fees and Administration Fees) of Monthly
Payments on Mortgage Loans with respect to which such P&I
Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject to Section 3.16(d), to pay the Master
Servicer or any Sub- Servicer (A) any unpaid Servicing Fees of
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 or Section 3.16(c) all amounts received
thereon subsequent to the date of purchase or substitution, as
the case may be;
(vi) to reimburse the Master Servicer for any P&I
Advance previously made which the Master Servicer has
determined to be a Nonrecoverable P&I Advance in accordance
with the provisions of Section 4.03;
(vii) to reimburse the Master Servicer or the
Depositor for expenses incurred by or reimbursable to the
Master Servicer or the Depositor, as the case may be, pursuant
to Section 6.03;
(viii) to reimburse the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, for expenses
reasonably incurred in respect of the breach or defect giving
rise to the purchase obligation under Section 2.03 or Section
2.04 of this Agreement that were included in the Purchase
Price of the Mortgage Loan, including any expenses arising out
of the enforcement of the purchase obligation;
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(ix) to pay, or to reimburse the Master Servicer for
advances in respect of expenses incurred in connection with
any Mortgage Loan pursuant to Section 3.16(b);
(x) [reserved]; and
(xi) to clear and terminate the Collection Account
pursuant to Section 9.01.
The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account, to the extent held by or
on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and
(ix) above. The Master Servicer shall provide written notification to the
Trustee, the Trust Administrator and the Paying Agent, on or prior to the next
succeeding Master Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vii) above.
(b) The Paying Agent shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:
(i) to make distributions to Certificateholders in
accordance with Section 4.01;
(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
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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) Funds on deposit in the Net WAC Rate Carryover Reserve
Account may be invested in Permitted Investments in accordance with this Section
3.06 subject to any
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limitations set forth in Section 4.06, and any investment
earnings or interest paid shall accrue to the benefit of the party designated in
such applicable section.
(e) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.
SECTION 3.13 Maintenance of the Primary Mortgage Insurance
Policies; Collections Thereunder.
The Master Servicer will maintain or cause the related
Sub-Servicer, if any, to maintain in full force and effect, if required under
the Mortgage Loan Purchase Agreement and to the extent available, a Primary
Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of
the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on
the date of substitution). Such coverage will be maintained with respect to each
such Mortgage Loan for so long as it is outstanding, subject to any applicable
laws or until the related Loan-to-Value Ratio is reduced to less than or equal
to 80% based on Mortgagor payments. The Master Servicer shall cause the premium
for each Primary Mortgage Insurance Policy to be paid on a timely basis and
shall pay such premium out of its own funds if it is not otherwise paid. The
Master Servicer or the related Sub-Servicer, if any, will not cancel or refuse
to renew any such Primary Mortgage Insurance Policy in effect on the Closing
Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of
substitution) that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or non-renewed
policy is obtained from and maintained with a Qualified Insurer.
The Master Servicer shall not take, or permit any Sub-Servicer
to take, any action which would result in non-coverage under any applicable
Primary Mortgage Insurance Policy of any loss which, but for the actions of the
Master Servicer or Sub-Servicer, would have been covered thereunder. The Master
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Primary Mortgage Insurance
Policy. In connection with any assumption and modification agreement or
substitution of liability agreement entered into or to be entered into pursuant
to Section 3.15, the Master Servicer shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption in
accordance with the terms of such policies and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under
the Primary Mortgage Insurance Policy. If any such Primary Mortgage Insurance
Policy is terminated as a result of such assumption, the Master Servicer or the
related Sub-Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.
In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to prepare and
present, on behalf of itself, the Trustee and the Certificateholders, claims to
the insurer under any Primary Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such policies and, in this regard, to take such
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action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by
the Master Servicer under any Primary Mortgage Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11; and any amounts collected by the Master Servicer under any Primary
Mortgage Insurance Policy in respect of any REO Property shall be deposited in
the Collection Account, subject to withdrawal pursuant to Section 3.23. In those
cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer,
on behalf of itself, the Trustee, and the Certificateholders, will present
claims to the insurer under any Primary Mortgage Insurance Policy and all
collections thereunder shall be deposited initially in the Sub-Servicing
Account.
SECTION 3.14 Maintenance of Hazard Insurance and Errors
and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the current
principal balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The Master
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage Loan
at the time it became an REO Property, plus accrued interest at the Mortgage
Rate and related Servicing 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
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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 or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Master Servicer
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reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Master Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable Primary Mortgage
Insurance Policy or hazard insurance policy, or a new policy meeting the
requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement will
be retained by the Master Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Master Servicer shall notify the Trustee that
any such substitution or assumption agreement has been completed by forwarding
to the Custodian (with a copy to the Trustee) the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any assumption which the Master Servicer may be restricted by
law from preventing, for any reason whatever. For purposes of this Section 3.15,
the term "assumption" is deemed to also include a sale (of the Mortgaged
Property) subject to the Mortgage that is not accompanied by an assumption or
substitution of liability agreement.
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall, consistent with the servicing
standard set forth in Section 3.01, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.07. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses will be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.11 and Section 3.23. The foregoing is subject to the provision that,
in any case in which Mortgaged Property shall
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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
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shall be advanced by the Master Servicer, subject to the Master Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.
(c) [Reserved].
(d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Master Servicer or any Sub-Servicer for any related unreimbursed Servicing
Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B);
second, to accrued and unpaid interest on the Mortgage Loan, to the date of the
Final Recovery Determination, or to the Due Date prior to the Distribution Date
on which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and third, as a recovery of principal of the Mortgage
Loan. If the amount of the recovery so allocated to interest is less than the
full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
of such recovery will be allocated by the Master Servicer as follows: first, to
unpaid Servicing Fees and Administration Fees; and second, to the balance of the
interest then due and owing. The portion of the recovery so allocated to unpaid
Servicing Fees and 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. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.
The Trustee (or a Custodian on its behalf) shall, at the
written request and expense of any Certificateholder, provide a written report
to such Certificateholder of all Mortgage Files released to the Master Servicer
for servicing purposes.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any Primary Mortgage Insurance Policy or any other insurance policy relating to
the Mortgage Loans, the Custodian, on behalf of the Trustee, shall, upon request
of the Master Servicer and delivery to the Custodian and the Trustee of a
Request for Release in the form of Exhibit E-l, release the related Mortgage
File to the Master Servicer, and the Custodian, on behalf of the Trustee, shall,
at the direction of the Master Servicer, execute such documents as shall be
necessary to the prosecution of any such
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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 Administration Fees out of Insurance Proceeds or Liquidation Proceeds
to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived
from the operation and sale of an REO Property to the extent permitted by
Section 3.23. The right to receive the Servicing Fee and the Administration Fee
may not be transferred in whole or in part except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement.
Additional servicing compensation in the form of assumption
fees, late payment charges and other similar fees and charges shall be retained
by the Master Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Master Servicer. The Master Servicer shall also be
entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection
Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as
additional servicing compensation, interest or other income earned on deposits
therein, subject to
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Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including premiums due under the Primary Insurance Policies, if any, premiums
for the insurance required by Section 3.14, to the extent such premiums are not
paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of
each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees
and expenses of the Trustee and the Trust Administrator) and shall not be
entitled to reimbursement therefor except as specifically provided herein.
SECTION 3.19 Reports to the Trust Administrator; Collection
Account Statements.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trust Administrator and the Trustee, upon
the request of the Trust Administrator or the Trustee, a statement prepared by
the Master Servicer setting forth the status of the Collection Account as of the
close of business on the last day of the calendar month relating to such
Distribution Date and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from the Collection Account of
each category of deposit specified in Section 3.10(a) and each category of
withdrawal specified in Section 3.11. Such statement may be in the form of the
then current ▇▇▇▇▇▇ ▇▇▇ 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 1 of
each year, commencing on March 1, 2005, an Officer's Certificate, certifying
that with respect to the period ending December 31 of the prior year: (i) such
Servicing Officer has reviewed the activities of such Master Servicer during the
preceding calendar year or portion thereof and its performance under this
Agreement, (ii) to the best of such Servicing Officer's knowledge, based on such
review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default known
to such Servicing Officer and the nature and status thereof, (iii) nothing has
come to the attention of such Servicing Officer to lead such Servicing Officer
to believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof. Copies of such statements
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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 1 of each year, commencing on March 1, 2005 to the
effect that, with respect to the most recently ended fiscal year, such firm has
examined certain records and documents relating to the Master Servicer's
performance of its servicing obligations under this Agreement and pooling and
servicing and trust agreements in material respects similar to this Agreement
and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
▇▇▇▇▇▇▇ 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
87
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.
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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:
(iv) 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;
(v) authorize any amount to be received or accrued
under any New Lease other than amounts that will constitute
Rents from Real Property;
(vi) 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
(vii) 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
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deemed to relieve the Master Servicer of any of its duties and
obligations to the Trustee on behalf of the Certificateholders
with respect to the operation and management of any such REO
Property; and
(iv) the Master Servicer shall be obligated with
respect thereto to the same extent as if it alone were
performing all duties and obligations in connection with the
operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In addition to the withdrawals permitted under Section
3.23(c), the Master Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees of Administration Fees in respect of the related Mortgage Loan;
and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing
Advances and P&I Advances made in respect of such REO Property or the related
Mortgage Loan. Any income from the related REO Property received during any
calendar months prior to a Final Recovery Determination, net of any withdrawals
made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by
the Master Servicer from each REO Account maintained by it and remitted to the
Paying Agent for deposit into the Distribution Account in accordance with
Section 3.10(d)(ii) on the Master Servicer Remittance Date relating 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).
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(g) The Master Servicer shall file information returns with
respect to the receipt of mortgage interest received in a trade or business,
reports of foreclosures and abandonments of any Mortgaged Property and
cancellation of indebtedness income with respect to any Mortgaged Property as
required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.24 Obligations of the Master Servicer in Respect of
Prepayment Interest Shortfalls.
With respect to each Collateral Pool, the Master Servicer
shall deliver to the Paying Agent for deposit into the Distribution Account on
or before 12:00 p.m. New York time on the Master Servicer Remittance Date from
its own funds an amount equal to the lesser of (i) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date resulting from
full or partial Principal Prepayments during the related Prepayment Period and
(ii) the applicable Compensating Interest Payment for that Collateral Pool.
SECTION 3.25 Obligations of the Master Servicer in Respect of
Monthly Payments.
In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Stated Principal Balances that were made by the Master Servicer
in a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Paying Agent for deposit in the Distribution
Account from its own funds the amount of any such shortfall and shall indemnify
and hold harmless the 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.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions.
(a) (1) On each Distribution Date, the Paying Agent, in
accordance with calculations and determinations made by the Trust
Administrator as reflected in the statement to Certificateholders
prepared by the Trust Administrator pursuant to Section 4.02, shall
withdraw from the Distribution Account an amount equal to the related
Available Distribution Amount for each Collateral Pool and shall
distribute the following amounts, in the following order of priority:
(i) concurrently, to the Holders of the related Senior
Certificates, and on the first Distribution Date, the Holders of the
related Residual Certificates, the Interest Distribution Amount for
each such Class for such Distribution Date, on a PRO RATA basis based
on the entitlement of each such Class to such interest;
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(ii) concurrently, (A) to the Holders of the related Class A
Certificates, and on the first Distribution Date, the Holders of the
related Residual Certificates, to the extent of the related Senior
Principal Distribution Amount for such Class of Class A Certificates,
in reduction of the Certificate Principal Balance of such Class, until
the Certificate Principal Balance of such Class has been reduced to
zero;
(iii) to the Holders of the related Subordinate Certificates,
the related Subordinate Interest Distribution Amount for each such
Class for such Distribution Date, distributable among the Subordinate
Certificates related to each Collateral Pool in the order of priority
from the Class of such Subordinate Certificates with the lowest
numerical designation to the Class of such Subordinate Certificates
with the highest numerical designation;
(iv) to the Holders of the related Subordinate Certificates,
an aggregate amount equal to the related Subordinate Principal
Distribution Amount for such Distribution Date, allocable among the
related Classes of Subordinate Certificates in reduction of the
Certificate Principal Balances thereof PRO RATA in accordance with the
respective amounts payable as to each such Class pursuant to the
priorities and amounts set forth in Section 4.01(b)(i);
(v) to the Holders of the related Residual Certificates, any
remaining amounts.
Immediately prior to the distributions to the Holders of the
Certificates on each Distribution Date, any adjustments to the Certificate
Principal Balances of the Certificates required by this paragraph shall be made.
For each Collateral Pool, an amount equal to the lesser of (x) the amount of
related Subsequent Recoveries included in the Available Funds for such
Distribution Date and (y) the aggregate amount of related Realized Losses, other
than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses
and Extraordinary Losses, previously allocated to the Certificates and that
remain "outstanding" as set forth below shall be applied as follows: first, to
increase the Certificate Principal Balance of the related Class of Certificates
with the highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class and remaining "outstanding"; second, to increase the Certificate
Principal Balance of the related Class of Certificates with the next highest
payment priority to which such Realized Losses were previously allocated, to the
extent of any such Realized Losses previously allocated to such Class and
remaining "outstanding"; and so forth. For purposes of the foregoing, with
respect to any Class of Certificates, the amount of previously allocated
Realized Losses that have been offset by an increase in Certificate Principal
Balance as provided above shall be deemed no longer "outstanding". but not by
more than the amount of Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of any Class of Certificates with
respect to which there shall have been a Certificate Principal Balance increase
pursuant to this paragraph will not be entitled to any distribution in respect
of interest on the amount of such increase for any Interest Accrual Period
preceding the Distribution Date on which such increase occurs. Any such
increases shall be applied to the Certificate Principal Balance of each
Certificate of such Class in accordance with its respective Percentage Interest.
Notwithstanding the provisions of Section 4.01(a)(i) above, on
any Distribution Date on which there is a Net WAC Rate Carryover Amount for the
Class A-A Certificates, an amount equal to the lesser of (i) the amount
otherwise distributable as interest to the holders of the Class A-X Certificates
and (ii) the sum of (A) the excess, if any, of $1,000 over the amount on deposit
in the Net WAC Rate Carryover Reserve Fund (exclusive of any amounts therein
representing any investment income on such reserve fund) and (B) the amount of
such Net WAC Rate Carryover Amount will not be distributed to the holders of the
Class A-X Certificates, but instead will be deposited by the Paying Agent into
the Net WAC Rate Carryover Reserve Fund.
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(2) All references above to the Certificate Principal Balance
of any Class of Certificates shall be to the Certificate Principal Balance of
such Class prior to the allocation of Extraordinary Trust Fund Expenses and
Realized Losses, in each case allocated to such Class of Certificates, on such
Distribution Date pursuant to Section 4.04.
(b) (i) On each Distribution Date, the aggregate distributions
of principal made on such date in respect of the Subordinate Certificates
pursuant to Section 4.01(a)(1)(iv) above shall be applied among the various
Classes thereof, in the order of priority within each Collateral Pool from the
Class of related Subordinate Certificates with the lowest numerical designation
to the Class of related Subordinate Certificates with the highest numerical
designation, in each case to the extent of remaining available funds up to the
amount allocable to such Class for such Distribution Date and in each case until
the aggregate Certificate Principal Balance of each such Class is reduced to
zero, in an amount with respect to each such Class equal to the sum of (X) the
related Class B Percentage of the amounts described in clauses (i) through (v)
of clause (a) of the definition of Subordinate Principal Distribution Amount,
(Y) the portion of the amounts described in clauses (b), (c) and (e) of the
definition of Subordinate Principal Distribution Amount allocable to such Class
pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of the amount
required to be distributed to such Class pursuant to this Section 4.01(b)(i) for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made in respect of such Class of Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01 to the extent that any such
excess is not attributable to Realized Losses which were allocated to
Subordinate Certificates with a lower priority pursuant to Section 4.04.
(ii) On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group A Mortgage
Loans that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Group A Mortgage Loans in the related Prepayment Period, allocable to principal
and not included in the Senior Principal Distribution Amount, will be allocated
on a PRO RATA basis among the following Classes of Group A Subordinate
Certificates (each, an "Eligible Class") in proportion to the respective
outstanding Certificate Principal Balances thereof: (i) the Class 2-B1
Certificates, (ii) the Class 2-B2 Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool A evidenced by the Class 2-B2
Certificates, the Class 2-B3 Certificates, the Class 2-B4 Certificates, the
Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 3.10%
before giving effect to distributions on such Distribution Date, (iii) the Class
2-B3 Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool A evidenced by the Class 2-B3 Certificates, the
Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6
Certificates equals or exceeds 1.90% before giving effect to distributions on
such Distribution Date, (iv) the Class 2-B4 Certificates, if on such
Distribution Date the aggregate percentage interest in Collateral Pool A
evidenced by the Class 2-B4 Certificates, the Class 2-B5 Certificates and the
Class 2-B6 Certificates equals or exceeds 1.30% before giving effect to
distributions on such Distribution Date, (v) the Class 2-B5 Certificates, if on
such Distribution Date the aggregate percentage interest in Collateral Pool A
evidenced by the Class 2-B5 Certificates and the Class 2-B6 Certificates equals
or exceeds 0.70% before giving effect to distributions on such Distribution Date
and (vi) the Class 2-B6 Certificates, if on such Distribution Date the
percentage interest in Collateral Pool A evidenced by the Class 2-B6
Certificates equals or exceeds 0.30% before giving effect to distributions on
such Distribution
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Date. If any of the foregoing Certificates is not an Eligible Class, any amounts
allocable to principal and distributable pursuant to this Section 4.01(b)(ii)
will be distributed among the Certificates that are Eligible Classes in the
manner set forth above.
On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group HI
Mortgage Loan or Group HII Mortgage Loan that were the subject of a Final
Recovery Determination in the related Prepayment Period and (b) all Principal
Prepayments received in respect of the Group HI Mortgage Loans or Group HII
Mortgage Loans in the related Prepayment Period, allocable to principal and not
included in the Senior Principal Distribution Amount, will be allocated on a PRO
RATA basis among the following Classes of Group H Subordinate Certificates
(each, an "Eligible Class") in proportion to the respective outstanding
Certificate Principal Balances thereof: (i) the Class 1-M Certificates, (ii) the
Class 1-B1 Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool H evidenced by the Class 1-B1 Certificates, the
Class 1-B2 Certificates, the Class 1-B3 Certificates, the Class 1-B4
Certificates, the Class 1-B5 Certificates and the Class 1-B6 Certificates equals
or exceeds 4.75% before giving effect to distributions on such Distribution
Date, (iii) the Class 1-B2 Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool H evidenced by the Class 1-B2
Certificates, the Class 1-B3 Certificates, the Class 1-B4 Certificates, the
Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 2.60%
before giving effect to distributions on such Distribution Date, (iv) the Class
1-B3 Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool H evidenced by the Class 1-B3 Certificates, the
Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6
Certificates equals or exceeds 1.60% before giving effect to distributions on
such Distribution Date, (v) the Class 1-B4 Certificates, if on such Distribution
Date the aggregate percentage interest in Collateral Pool H evidenced by the
Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6
Certificates equals or exceeds 1.10% before giving effect to distributions on
such Distribution Date, (vi) the Class 1-B5 Certificates, if on such
Distribution Date the aggregate percentage interest in Collateral Pool H
evidenced by the Class 1-B5 Certificates and the Class 1-B6 Certificates equals
or exceeds 0.60% before giving effect to distributions on such Distribution Date
and (vii) the Class 1-B6 Certificates, if on such Distribution Date the
percentage interest in Collateral Pool H evidenced by the Class 1-B6
Certificates equals or exceeds 0.25% before giving effect to distributions on
such Distribution Date. If any of the foregoing Certificates is not an Eligible
Class, any amounts allocable to principal and distributable pursuant to this
Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible
Classes in the manner set forth above.
On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group W Mortgage
Loans that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Group W Mortgage Loans in the related Prepayment Period, allocable to principal
and not included in the Senior Principal Distribution Amount, will be allocated
on a PRO RATA basis among the following Classes of Group W Subordinate
Certificates (each, an "Eligible Class") in proportion to the respective
outstanding Certificate Principal Balances thereof: (i) the Class 3-B1
Certificates, (ii) the Class 3-B2 Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool W evidenced by the Class 3-B2
Certificates, the Class 3-B3 Certificates, the Class 3-B4 Certificates, the
Class 3-B5 Certificates and the Class 3-B6 Certificates equals or exceeds 1.50%
before giving effect to distributions on
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such Distribution Date, (iii) the Class 3-B3 Certificates, if on such
Distribution Date the aggregate percentage interest in Collateral Pool W
evidenced by the Class 3-B3 Certificates, the Class 3-B4 Certificates, the Class
3-B5 Certificates and the Class 3-B6 Certificates equals or exceeds 0.90% before
giving effect to distributions on such Distribution Date, (iv) the Class 3-B4
Certificates, if on such Distribution Date the aggregate percentage interest in
Collateral Pool W evidenced by the Class 3-B4 Certificates, the Class 3-B5
Certificates and the Class 3-B6 Certificates equals or exceeds 0.55% before
giving effect to distributions on such Distribution Date, (v) the Class 3-B5
Certificates, if on such Distribution Date the aggregate percentage interest in
Collateral Pool W evidenced by the Class 3-B5 Certificates and the Class 3-B6
Certificates equals or exceeds 0.35% before giving effect to distributions on
such Distribution Date and (vi) the Class 3-B6 Certificates, if on such
Distribution Date the percentage interest in Collateral Pool W evidenced by the
Class 3-B6 Certificates equals or exceeds 0.25% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates
that are Eligible Classes in the manner set forth above.
Notwithstanding the foregoing, if the application of the
foregoing on any Distribution Date as provided in Section 4.01 would result in a
distribution in respect of principal to any Class or Classes of Subordinate
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such Class, a "Maturing Class") then: (a) the amount to be
allocated to each Maturing Class shall be reduced to a level that, when applied
as described above, would exactly reduce the Certificate Principal Balance of
such Class to zero and (b) the total amount of the reduction in the amount to be
allocated to the Maturing Class or Classes shall be allocated among the
remaining related Eligible Classes on a PRO RATA basis in proportion to the
respective outstanding Certificate Principal Balances thereof prior to the
allocation thereto of any of the amounts described in the preceding sentence.
(c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and with respect to any Class of Certificates other
than the Residual Certificates is the registered owner of Certificates having an
initial aggregate Certificate Principal Balance that is in excess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust Office
of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.
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Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the
Depositor, the Trustee, the Trust Administrator, the Authenticating
Agent, the Paying Agent, the Certificate Registrar or the Master
Servicer shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
(e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to
any Class of Certificates will be made on the next Distribution Date,
the Trust Administrator shall so timely advise the Paying Agent and the
Paying Agent shall, no later than five days after the latest related
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date, but only upon presentation and surrender of such Certificates at
the office of the Certificate Registrar therein specified, and
(ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period.
(iii) Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates shall,
on such date, be set aside and held in trust by the Paying Agent and
credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant
to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice,
the Paying Agent shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect
thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the
Paying Agent shall, directly or through an agent, mail a final notice
to remaining non-tendering Certificateholders concerning surrender of
their Certificates and shall continue to hold any remaining funds for
the benefit of non-tendering Certificateholders. The costs and expenses
of maintaining the funds in trust and of contacting such
Certificateholders shall
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be paid out of the assets remaining in such trust fund. If within one
year after the final notice any such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the
Citigroup Global Markets Inc. all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon
cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Paying Agent as a result of such
Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(e).
(f) On each Distribution Date, following all distributions
made on the Certificates pursuant to Section 4.01(a) on such
Distribution Date, the Paying Agent shall pay to the holders of the
Class A-A Certificates, from the Net WAC Rate Carryover Reserve Fund,
an amount equal to the lesser of (i) the Net WAC Carryover Amount for
the Class A-A Certificates for such Distribution Date and (ii) the
amount then on deposit in the Net WAC Rate Carryover Reserve Fund
(after taking into any deposits into such account pursuant to Section
4.01(a) and exclusive of any amounts therein representing investment
income on such account).
SECTION 4.02 Statements to Certificateholders.
On each Distribution Date, the Trust Administrator shall
prepare and make available to the Paying Agent, and the Paying Agent shall make
available to each Holder of the Regular Certificates, a statement as to the
distributions made on such Distribution Date setting forth:
(i) the amount of the distribution made on such
Distribution Date to the Holders of Certificates of each such
Class allocable to principal;
(ii) the amount of the distribution made on such
Distribution Date to the Holders of Certificates of each such
Class allocable to interest;
(iii) 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;
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(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 Fraud Losses, Special Hazard Losses or
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) the then-applicable Bankruptcy Amount, Fraud
Loss Amount, and Special Hazard Amount;
(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;
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(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 the
Class A-A 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 and the Master Servicer, a copy of the reports forwarded to the
Regular Certificateholders on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to the Residual
Certificates, respectively, on such Distribution Date.
Within a reasonable period of time after the end of each
calendar year, the Paying Agent shall forward to each Person (with a copy to the
Trust Administrator and the Trustee) who at any time during the calendar year
was a Holder of a Residual Certificate a statement setting forth the amount, if
any, actually distributed with respect to the Residual Certificates, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Paying
Agent shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Trust Administrator and
furnished by the Paying Agent to such Holders pursuant to the rules and
regulations of the Code as are in force from time to time.
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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") CUSIP level factors for
each class of Certificates as of such Distribution Date, 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 related Determination Date and the information set forth in
clause (ii) above on the fifth Business Day following the last day of the
related calendar month. Neither the Trustee, the Paying Agent nor the Trust
Administrator shall be responsible to recompute, recalculate or verify any
information provided to it by the Master Servicer.
(b) The amount of P&I Advances to be made by the Master
Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the
sum of (i) the aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee and the related Administration Fee),
due on the related Due Date in respect of the Mortgage Loans, which Monthly
Payments were delinquent as of the close of business on the related
Determination Date and (ii) with respect to each REO Property, which REO
Property was acquired during or prior to the related Prepayment Period and as to
which such REO Property an REO Disposition did not occur during the related
Prepayment Period, an amount equal to the Monthly Payments (with each interest
portion thereof net of the related Servicing Fee and the related Administration
Fee) that would have been due on the related Due Date in respect of the related
Mortgage Loans.
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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 (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 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.
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SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses
and Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Fraud Losses or Special Hazard
Losses; and (iii) the respective portions of such Realized Losses allocable to
interest and allocable to principal. Prior to each Distribution Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trust
Administrator, the Paying Agent and the Trustee by the Master Servicer prior to
the Determination Date immediately following the end of (x) in the case of
Bankruptcy Losses allocable to interest, the Due Period during which any such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was incurred.
(b) All Realized Losses on the Mortgage Loans related to each
Collateral Pool (other than Excess Losses) shall be allocated by the Paying
Agent on each Distribution Date in reverse sequential order to the related
Subordinate Certificates, in each case until the Certificate Principal Balance
thereof has been reduced to zero. Thereafter, upon the reduction of the
Certificate Principal Balances of the related Subordinate Certificates to zero,
all Realized Losses shall be allocated among the related Senior Certificates on
a PRO RATA basis. Any Excess Losses attributable to any Mortgage Loan shall be
allocated among all the related Certificates on a PRO RATA basis. Any allocation
of a Realized Loss to a Certificate will be made by reducing the Certificate
Principal Balance thereof by the amount so allocated as of the Distribution Date
in the month following the calendar month in which such Realized Loss was
incurred.
Extraordinary Trust Fund Expenses relating to Collateral Pool
H will be allocated on any distribution date as follows: first, to the Class
1-B6 Certificates; second, to the Class 1-B5 Certificates; third, to the Class
1-B4 Certificates; fourth, to the Class 1-B3 Certificates; fifth, to the Class
1-B2 Certificates; sixth, to the Class 1-B1 Certificates and seventh, to the
Class 1-M Certificates, in each case until the Certificate Principal Balance of
the related class has been reduced to zero. Thereafter, the Extraordinary Trust
Fund Expenses relating to Collateral Pool H will be allocated on any
distribution date among the Group H Class A Certificates on a PRO RATA basis
based on their Certificate Principal Balances.
Extraordinary Trust Fund Expenses relating to Collateral Pool
A will be allocated on any distribution date as follows: first, to the Class
2-B6 Certificates; second, to the Class 2-B5 Certificates; third, to the Class
2-B4 Certificates; fourth, to the Class 2-B3 Certificates; fifth, to the Class
2-B2 Certificates; and sixth, to the Class 2-B1 Certificates, in each case until
the Certificate Principal Balance of the related class has been reduced to zero.
Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool A
will be allocated on any
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distribution date among the Class A-A Certificates and
Class A-X Certificates on a PRO RATA basis based on their Certificate Principal
Balances.
Extraordinary Trust Fund Expenses relating to Collateral Pool
W will be allocated on any distribution date as follows: first, to the Class
3-B6 Certificates; second, to the Class 3-B5 Certificates; third, to the Class
3-B4 Certificates; fourth, to the Class 3-B3 Certificates; fifth, to the Class
3-B2 Certificates; and sixth, to the Class 3-B1 Certificates, in each case until
the Certificate Principal Balance of the related class has been reduced to zero.
Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool W
will be allocated on any distribution date to the Group W Class A Certificates.
Notwithstanding the method of allocation of Realized Losses and Extraordinary
Fund Expenses above, if any Overcollateralization exists when Realized Losses or
Extraordinary Trust Fund Expenses are to be allocated, such Realized Losses or
Extraordinary Trust Fund Expenses will be allocated first to the
Overcollateralization, until the Overcollateralization is reduced to zero, prior
to allocating such Realized Losses or Extraordinary Trust Fund Expenses to the
Certificates in accordance with the priorities set forth above.
As used herein, an allocation of a Realized Loss or
Extraordinary Trust Fund Expense on a "PRO RATA basis" among two or more
specified Classes of Certificates means an allocation on a PRO RATA basis, among
the various Classes so specified, to each such Class of Certificates on the
basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date. All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
(c) Notwithstanding anything to the contrary herein, in no
event shall the Certificate Principal Balance of a Class A Certificate be
reduced more than once in respect of any particular amount both (i) allocable to
such Certificate in respect of Realized Losses or Extraordinary Trust Fund
Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such
Certificate pursuant to Section 4.01(a) as a portion of the Senior Principal
Distribution Amount.
SECTION 4.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Paying Agent does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholders.
SECTION 4.06 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
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Trust, Mortgage Pass-Through Certificates, Series 2004-HYB4." On the Closing
Date, the Depositor shall deposit, or cause to be deposited, into the Net WAC
Rate Carryover Reserve Account $1,000.
(b) On each Distribution Date, the Paying Agent has been
directed by the Class A-X Certificateholders to, and therefore shall, deposit
into the Net WAC Rate Carryover Reserve Account the sum of (A) the excess, if
any, of $1,000 over the amount on deposit therein (exclusive of any amounts
therein representing any investment income on such reserve account) and (B) the
aggregate of any Net WAC Rate Carryover Amounts for the Class A-A Certificates,
rather than distributing such amounts to the Class A-X Certificateholders. On
each such Distribution Date, the Paying Agent shall hold all such amounts for
the benefit of the Holders of the Class A-A 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 Class A-A
Certificates in the amounts and priorities set forth in Section 4.01(f).
(c) For federal and state income tax purposes, the Class A-X
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 (other than the initial deposit therein of $1,000)
shall be treated as amounts distributed by REMIC II-A to the Holders of the
Class A-X Certificates. Upon the termination of the Trust Fund, or the payment
in full of the Class A-A 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 A-X 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 Class A-A 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 A-X Certificate, each Class A-X
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 A-X Certificateholders. By accepting a
Class A-X Certificate, each Class A-X 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) At the direction of the Holders of a majority in
Percentage Interest in the Class A-X Certificates, the Paying Agent shall direct
any depository institution maintaining the Net WAC Rate Carryover Reserve
Account to invest the funds in such account in one or more Permitted Investments
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 or an Affiliate manages or advises such
investment, 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
or an Affiliate manages or advises such investment. If no investment direction
of the Holders of a majority in Percentage Interest in the Class A-X
Certificates with respect to the Net WAC Rate Carryover Reserve Account is
received by the Paying Agent, the Paying Agent shall invest the funds in any
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Permitted Investment that meets the requirements of clause (vi) thereof.
Interest earned on such investment shall be deposited into the Net WAC Rate
Carryover Reserve Account.
(f) For federal tax return and information reporting, the
right of the Holders of the Class A-A Certificates to receive payments from the
Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover
Amount shall be assigned a value of zero.
SECTION 4.07 Commission Reporting.
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, 2005, 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, 2005 and (ii) unless and until a Form 15 Suspension Notice shall have
been filed, March 31st of each year thereafter, the Master Servicer, in its
capacity as master servicer 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 3.16 and 3.17. The Depositor hereby
grants to the Trust Administrator a limited power of attorney to execute and
file the Form 8-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.
SECTION 4.08 Distributions and Allocations of Realized
Losses on the REMIC I-A Regular Interests and the
REMIC I-H Regular Interests.
(a) Principal shall be payable to, and shortfalls, losses and
prepayments are allocable to, the REMIC I-A Regular Interests as such amounts
are payable and allocable to the Corresponding Certificates. Interest shall be
payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance Rate for
each such REMIC I-A Regular Interest on the related Uncertificated Balance.
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(b) Distributions of principal shall be deemed to be made from
amounts received on the Group H Mortgage Loans to the REMIC I-H Regular
Interests, first, so as to keep the Uncertificated Balance of each REMIC I-H
Regular Interest ending with the designation "B" equal to 0.01% of the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Loan Group;
second, to each REMIC I-H Regular Interest ending with the designation "A," so
that the Uncertificated Balance of each such REMIC I-H Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the Certificate Principal
Balance of the related Senior Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC I-H Regular Interests such that the
REMIC I-H Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC I Regular Interest LT-ZZZ. Realized Losses on the Group H
Mortgage Loans shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Balance of each REMIC
I-H Regular Interest ending with the designation "B" equal to 0.01% of the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC I-H Regular Interest ending with the designation
"A," so that the Uncertificated Principal Balance of each such REMIC I-H Regular
Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Loan Group over (y) the
Certificate Principal Balance of the related Senior Certificates (except that if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC I-H Regular
Interests such that the REMIC I-H Subordinated Balance Ratio is maintained); and
third, any remaining Realized Losses on the Mortgage Loans shall be allocated to
REMIC I-H Regular Interest LT-ZZZ. Interest shall be payable to the REMIC I-H
Regular Interests at the REMIC I-H Remittance Rate for each such REMIC I-H
Regular Interest on the related Uncertificated Balance.
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-21. 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
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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
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and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Paying Agent may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trust Administrator, the
Paying Agent and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository,
and (B) the Depositor is unable to locate a qualified successor or (ii) after
the occurrence of a Master Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests of
the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and
the Certificate Registrar through the Depository, in writing, that the
continuation of a book-entry system through the Depository is no longer in the
best interests of the Certificate Owners, the Certificate Registrar shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
Agent, the Certificate Registrar nor the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Certificate Registrar and the Paying Agent, to the extent applicable with
respect to such Definitive Certificates, and the Certificate Registrar and the
Paying Agent shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
SECTION 5.02 Registration of Transfer and Exchange of
Certificates.
(a) The Certificate Registrar shall cause to be kept at one of
the offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.12 a Certificate Register for the Certificates
in which, subject to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.
(b) No transfer of any Private Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of a Private Certificate is to be made without
registration or
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qualification (other than in connection with the initial transfer of any such
Certificate by the Depositor to an affiliate of the Depositor), the Certificate
Registrar shall require, receipt of: (i) if such transfer is purportedly being
made in reliance upon Rule 144A under the 1933 Act, written certifications from
the Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee, the Trust Administrator, the Master Servicer, the
Certificate Registrar, the Paying Agent, the Authenticating Agent, in its
capacity as such, or the Trust Fund), 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. Neither the Depositor nor the Certificate Registrar is
obligated to register or qualify the Private 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 a
Private Certificate shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator, the Depositor, the Certificate Registrar, the Paying Agent,
the Authenticating Agent and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(c) (i) No transfer of a Residual Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with "Plan Assets" of a Plan within the
meaning of the DOL Regulations ("Plan Assets") unless the Certificate Registrar
is provided with an Opinion of Counsel on which the Trustee, the Depositor, the
Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar and the Master Servicer may rely which establishes to the satisfaction
of the Trust Administrator or the Certificate Registrar that the purchase and
holding of such Certificates is permissible under applicable law, 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
Certificate Registrar, the Authenticating Agent 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 Certificate Registrar, the
Paying Agent, the Authenticating Agent or the Trust Fund. In lieu of such
Opinion of Counsel, any prospective Transferee of such Certificates may provide
a certification in the form of Exhibit G to this Agreement (or other form
acceptable to the Depositor, the Trustee, the Trust Administrator, the
Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master
Servicer), which the Certificate Registrar may rely upon without further inquiry
or investigation. An Opinion of Counsel, any certification or a deemed
representation will not be required in connection with the initial transfer of
any such Certificate by the Depositor to an affiliate of the Depositor (in which
case, the Depositor or any affiliate thereof shall have deemed to have
represented that such affiliate is not a Plan or a Person investing Plan Assets)
and the Certificate Registrar shall be entitled to conclusively rely upon a
representation (which, upon the request of the Certificate Registrar, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.
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(ii) Each beneficial owner of a Private Certificate,
Class 1-M Certificate, Class 1-B1 Certificate, Class 1-B2 Certificate, Class
1-B3 Certificate, Class 2-B1 Certificate, Class 2-B2 Certificate, Class 2-B3
Certificate, Class 3-B1 Certificate, Class 3-B2 Certificate or Class 3-B3
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition and holding of such Certificate or interest therein,
that either (A) it is not a Plan or investing with Plan assets, (B) other than
with respect to a Private Certificate, it has acquired and is holding such
Certificate in reliance on the Underwriter's Exemption granted by the Department
of Labor on April 18, 1991 as Prohibited Transaction Exemption ("PTE") 91-23 at
56 F.R. 15963 and amended on July 21, 1997 as PTE 97-34 at 62 F.R. 39021 and
further amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765 and on
August 22, 2002 by PTE 2001-41 at 67 F.R. 54487 ("Underwriter's Exemption"), and
that it understands that there are certain conditions to the availability of the
Underwriter's Exemption, including that the certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or
S&P, or (C) (i) it is an insurance company, (ii) the source of funds used to
acquire or hold the Certificate or interest therein is an "insurance company
general account," as defined in Prohibited Transaction Class Exemption ("PTCE")
95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.
(iii) If any Certificate or any interest therein is
acquired or held in violation of the provisions of the preceding two paragraphs,
the next preceding permitted beneficial owner will be treated as the beneficial
owner of that Certificate retroactive to the date of transfer to the purported
beneficial owner. Any purported beneficial owner whose acquisition or holding of
any such Certificate or interest therein was effected in violation of the
provisions of the preceding paragraph shall indemnify and hold harmless the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Paying Agent, the Authenticating Agent and the Trust
Fund from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or holding.
(d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Paying Agent or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Certificate Registrar
of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate, the Certificate
Registrar shall require delivery to it and shall not register
the Transfer of any Residual Certificate until its receipt of
an affidavit and agreement (a "Transfer Affidavit and
Agreement"), in the form attached hereto as Exhibit F-2, from
the proposed Transferee, in form and
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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
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that is in fact not permitted by this Section 5.02(d) or for
making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a holder
of a Residual Certificate in violation of the restrictions in
this Section 5.02(d) and to the extent that the retroactive
restoration of the rights of the holder of such Residual
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Certificate
Registrar shall have the right, without notice to the holder
or any prior holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the
Certificate Registrar on such terms as the Certificate
Registrar may choose. Such purported Transferee shall promptly
endorse and deliver each Residual Certificate in accordance
with the instructions of the Certificate Registrar. Such
purchaser may be the Certificate Registrar itself or any
Affiliate of the Certificate Registrar. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates),
expenses and taxes due, if any, will be remitted by the
Certificate Registrar to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Certificate
Registrar, and the Certificate Registrar shall not be liable
to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The Trust Administrator and the Certificate
Registrar shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a
result of the Transfer of an Ownership Interest in a Residual
Certificate to any Person who is a Disqualified Organization,
including the information described in Treasury regulations
sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
"excess inclusions" of such Residual Certificate and (B) as a
result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Residual Certificate
having as among its record holders at any time any Person
which is a Disqualified Organization. Reasonable compensation
for providing such information may be accepted by the Trust
Administrator and the Certificate Registrar.
(v) The provisions of this Section 5.02(d) set forth
prior to this subsection (v) may be modified, added to or
eliminated, provided that there shall have been delivered to
the Trust Administrator and the Certificate Registrar at the
expense of the party seeking to modify, add to or eliminate
any such provision the following:
(A) written notification from the Rating Agencies to
the effect that the modification, addition to or elimination
of such provisions will not cause the Rating Agencies to
downgrade its then-current ratings of any Class of
Certificates; and
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(B) an Opinion of Counsel, in form and substance
satisfactory to the Certificate Registrar and the Trust
Administrator, to the effect that such modification of,
addition to or elimination of such provisions will not cause
any Trust REMIC to cease to qualify as a REMIC and will not
cause (x) any Trust REMIC to be subject to an entity-level tax
caused by the Transfer of any Residual Certificate to a Person
that is not a Permitted Transferee or (y) a Person other than
the prospective transferee to be subject to a REMIC-tax caused
by the Transfer of a Residual Certificate to a Person that is
not a Permitted Transferee.
(e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Certificate Registrar maintained for such purpose pursuant to Section 8.12, the
Certificate Registrar shall give notice of such surrender to the Paying Agent
and the Authenticating Agent. Upon receipt of such notice, the Paying Agent
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated Transferee or Transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.
(f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Certificate Registrar
maintained for such purpose pursuant to Section 8.12. Whenever any Certificates
are so surrendered for exchange, upon notice from the Certificate Registrar, the
Paying Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(g) No service charge to the Certificateholders shall be made
for any transfer or exchange of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Certificate Registrar in accordance with
its customary procedures.
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Trustee and the Trust
Administrator such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of actual knowledge by the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Paying Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and of like
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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.
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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 ▇▇▇▇▇▇ Mae 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 Senior Certificates, the Class B-1 Certificates, the Class B-2
Certificates and the Class B-3 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 or any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Depositor, the Master Servicer and any director, officer, employee or agent
of the Depositor or the Master Servicer may rely in good faith on any document
of any kind which, PRIMA FACIE, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer and
any director, officer, employee or agent of the Depositor or the Master Servicer
shall be indemnified and held harmless by the Trust Fund against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense to
any specific Mortgage Loan or Mortgage
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Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. Neither the Depositor nor the Master Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
in its opinion, does not involve it in any expense or liability; provided,
however, that each of the Depositor and the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master Servicer acts without the consent of Holders of
Certificates entitled to at least 51% of the Voting Rights (which consent shall
not be necessary in the case of litigation or other legal action by either to
enforce their respective rights or defend themselves hereunder), the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above) and the Master Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.
SECTION 6.04 Limitation on Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) with the
written consent of the Trustee and the Trust Administrator, which consent may
not be unreasonably withheld, with written confirmation from the Rating Agencies
(which confirmation shall be furnished to the Depositor, the Trustee and the
Trust Administrator) that such resignation will not cause the Rating Agencies to
reduce the then current rating of the Class A Certificates and provided that a
qualified successor has agreed to assume the duties and obligations of the
Master Servicer hereunder. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Trust Administrator. No
resignation of the Master Servicer shall become effective until the Trustee or a
successor servicer shall have assumed the Master Servicer's responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this Agreement.
Except as expressly provided herein, the Master Servicer shall
not assign nor transfer any of its rights, benefits or privileges hereunder to
any other Person, nor delegate to or subcontract with, nor authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee, the Administration Fee and
other compensation payable to the Master Servicer pursuant hereto shall
thereafter be payable to such successor master servicer.
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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. To the extent such information is not otherwise available to the
public, the Depositor, the Trustee and the Trust Administrator shall not
disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer's written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the Trust
Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
or the Trust Administrator, as the case may be, shall use its best efforts to
assure the confidentiality of any such disseminated non-public information. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
ARTICLE VII
DEFAULT
SECTION 7.01 Master Servicer Events of Default.
"Master Servicer Event of Default," wherever used herein,
means any one of the following events:
(i) any failure by the Master Servicer to remit to
the Paying Agent for distribution to the Certificateholders
any payment (other than a P&I Advance required to be made from
its own funds on any Master Servicer Remittance Date pursuant
to Section 4.03) required to be made under the terms of the
Certificates and this Agreement which continues unremedied for
a period of one Business Day after the date upon which written
notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer (with a copy to
the Paying Agent ) by the Depositor, the Trust Administrator
or the Trustee (in which
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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
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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
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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) [Reserved].
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.
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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
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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
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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
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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
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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. 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
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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
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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.
(c) The Master Servicer shall pay any annual rating agency
fees of the Rating Agencies for ongoing surveillance from its own funds without
right of reimbursement.
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.
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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.
The Trust Administrator (i) may not be an Originator, the
Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
unless the Trust Administrator 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 be rated at least "A/F1" by Fitch,
if Fitch is a Rating Agency, or the equivalent rating by S&P or ▇▇▇▇▇'▇, or such
other rating as is acceptable to Fitch as evidenced by a Rating Agency
confirmation. If no successor Trust Administrator shall have been appointed and
shall have accepted appointment within 60 days after the Trust Administrator
ceases to be the Trust Administrator pursuant to this Section 8.07, then the
Trustee shall perform the duties of the Trust Administrator pursuant to this
Agreement. The Trustee shall notify the Rating Agencies of any change of Trust
Administrator.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor trustee or trust administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee or
trust administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee that it is unable to
continue to perform its obligations pursuant to the terms of this Agreement
prior to the appointment of a successor, the Trustee shall be obligated to
perform such obligations until a new trust administrator is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trust Administrator's breach of its
obligations hereunder. As compensation therefor, the Trustee shall be entitled
to all fees the Trust Administrator would have been entitled to if it had
continued to act hereunder.
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SECTION 8.08 Successor Trustee or Trust Administrator.
Any successor trustee or trust administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Trustee or the Trust Administrator, as applicable, and to its
predecessor trustee or trust administrator an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee or trust administrator shall become effective and such
successor trustee or trust administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or trust administrator herein. The predecessor trustee or trust
administrator shall deliver to the successor trustee or trust administrator all
Mortgage Files and related documents and statements, as well as all moneys, held
by it hereunder and the Depositor and the predecessor trustee or trust
administrator shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee or trust administrator all such rights,
powers, duties and obligations.
No successor trustee or trust administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or trust administrator shall be eligible under the
provisions of Section 8.06 and the appointment of such successor trustee or
trust administrator shall not result in a downgrading of any Class of
Certificates by the Rating Agencies, as evidenced by a letter from the Rating
Agencies.
Upon acceptance of appointment by a successor trustee or trust
administrator as provided in this Section, the Depositor shall mail notice of
the succession of such trustee or trust administrator hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee or trust administrator, the successor
trustee or trust administrator shall cause such notice to be mailed at the
expense of the Depositor.
SECTION 8.09 Merger or Consolidation of Trustee or Trust
Administrator.
Any corporation or association into which either the Trustee
or the Trust Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Trust Administrator, as
the case may be, shall be a party, or any corporation or association succeeding
to the business of the Trustee or the Trust Administrator, as applicable, shall
be the successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons
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approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of REMIC
I, and to vest in such Person or Persons, in such capacity, such title to REMIC
I, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case a Master Servicer Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
SECTION 8.11 [intentionally omitted]
SECTION 8.12 Appointment of Office or Agency.
The Trust Administrator or the Paying Agent on its behalf will
appoint an office or agency in the City of New York where the Certificates may
be surrendered for registration of transfer or exchange, and presented for final
distribution, and where notices and demands to or
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upon the Certificate Registrar, the Paying Agent or the Trust Administrator in
respect of the Certificates and this Agreement may be served.
SECTION 8.13 Representations and Warranties.
Each of the Trustee, the Trust Administrator and Citibank
hereby represents and warrants to the Master Servicer, the Depositor and the
Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing
Date, that:
(i) It is duly organized, validly existing and in
good standing under the laws of the State of Delaware, in the
case of the Trust Administrator, and the laws of the United
States, in the case of the Trustee and Citibank.
(ii) The execution and delivery of this Agreement by
it, and the performance and compliance with the terms of this
Agreement by it, will not violate its articles of association
or bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable
to it or any of its assets.
(iii) It has the full power and authority to enter
into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization,
execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and
(B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.
(v) It is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which
violation, in its good faith and reasonable judgment, is
likely to affect materially and adversely either the ability
of the it to perform its obligations under this Agreement or
the financial condition of it.
(vi) No litigation is pending or, to the best of its
knowledge, threatened against it which would prohibit it from
entering into this Agreement or, in its good faith reasonable
judgment, is likely to materially and adversely affect either
the ability of it to perform its obligations under this
Agreement or the financial condition of it.
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SECTION 8.14 Appointment and Removal of Paying Agent,
Authenticating Agent and Certificate Registrar.
(a) The Trust Administrator hereby appoints Citibank as Paying
Agent and Citibank hereby accepts such appointment. The Paying Agent shall hold
all amounts deposited with it by the Trust Administrator or the Master Servicer
for payment on the Certificates in trust for the benefit of the
Certificateholders until the amounts are paid to the Certificateholders or
otherwise disposed of in accordance with this Agreement.
Any corporation or national banking association into which the
Paying Agent may be merged in or converted or with which it may be consolidated,
or any corporation or national banking association resulting from any merger,
conversion or consolidation to which such Paying Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency
or corporate trust business of the Paying Agent, shall continue to be the Paying
Agent, provided such corporation or national banking association shall be
otherwise eligible under this section 8.14(a), without the execution or filing
of any paper or any further act on the part of the Trustee, the Trust
Administrator or the Paying Agent.
The Paying Agent may resign at any time by giving written
notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the 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 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 S&P if S&P is a Rating Agency and at least "A/F1" by Fitch if Fitch is a
rating agency and the equivalent rating by Moody's, if ▇▇▇▇▇'▇ is a Rating
Agency.
Any reasonable compensation paid to the Paying Agent for its
services under this section 8.14(a) shall be a reimbursable expense pursuant to
section 8.5 if paid by the Trust Administrator.
(b) The Trust Administrator hereby appoints Citibank as
Authenticating Agent and Citibank hereby accepts such appointment. The
Authenticating Agent shall be
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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).
Any reasonable compensation paid to the Authenticating Agent
for its services under this section 8.14(b) shall be a reimbursable expense
pursuant to section 8.5 if paid by the Trust Administrator.
(c) The Trust Administrator hereby appoints Citibank as
Certificate Registrar and Citibank hereby accepts such appointment.
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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 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 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).
Any reasonable compensation paid to the Certificate Registrar
for its services hereunder shall be a reimbursable expense pursuant to section
8.5 if paid by the Trust Administrator.
(e) Notwithstanding anything to the contrary herein, in no
event shall the Trustee be liable to any party hereto or to any third party for
the performance of any custody-related functions with respect to which the
applicable Custodian shall fail to take action on behalf of the Trustee or, with
respect to which the performance of custody-related functions pursuant to the
terms of the custodial agreement with the applicable Custodian shall fail to
satisfy all the related requirements under this Agreement.
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.
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ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of the
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group A Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group A Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the Group A Certificates and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
applicable Terminator of all Group A Mortgage Loans and each related REO
Property remaining in REMIC I-A and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Group A Mortgage Loan or
related REO Property remaining in REMIC I-A. The purchase by the applicable
Terminator of all Group A Mortgage Loans and each related REO Property remaining
in REMIC I-A shall be at a price (the "Group A Termination Price") equal to the
greater of (A) the Purchase Price of the Group A Mortgage Loans included in
REMIC I-A, plus the appraised value of each related REO Property, if any,
included in REMIC I-A, such appraisal to be conducted by an appraiser mutually
agreed upon by the Master Servicer and the Trustee in their reasonable
discretion and (B) the aggregate fair market value of all of the assets in REMIC
I-A (as determined by the Master Servicer, with the consent of the Trustee, as
of the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to Holders of the Group A
Certificates pursuant to Section 9.01 (e)).
(b) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group H Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group H Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the Group H Certificates and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
applicable Terminator of all Group H Mortgage Loans and each related REO
Property remaining in REMIC I-H and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Group H Mortgage Loan or
related REO Property remaining in REMIC I-H. The purchase by the applicable
Terminator of all Group H Mortgage Loans and each related REO Property remaining
in REMIC I-H shall be at a price (the "Termination Price") equal to the greater
of (A) the Purchase Price of the Group H Mortgage Loans included in REMIC I-H,
plus the appraised value of each related REO Property, if any, included in REMIC
I-H, such appraisal to be conducted by
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an appraiser mutually agreed upon by the Master Servicer and the Trustee in
their reasonable discretion and (B) the aggregate fair market value of all of
the assets in REMIC I-H (as determined by the Master Servicer, with the consent
of the Trustee, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Holders of the Group H Certificates pursuant to Section 9.01 (e)).
(c) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group W Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group W Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the Group W Certificates and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
applicable Terminator of all Group W Mortgage Loans and each related REO
Property remaining in REMIC W and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Group W Mortgage Loan or
related REO Property remaining in REMIC W. The purchase by the applicable
Terminator of all Group W Mortgage Loans and each related REO Property remaining
in REMIC W shall be at a price (the "Group W Termination Price") equal to the
greater of (A) the Purchase Price of the Group W Mortgage Loans included in
REMIC W, plus the appraised value of each related REO Property, if any, included
in REMIC W, such appraisal to be conducted by an appraiser mutually agreed upon
by the Master Servicer and the Trustee in their reasonable discretion and (B)
the aggregate fair market value of all of the assets in REMIC W (as determined
by the Master Servicer, with the consent of the Trustee, as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Holders of the Group W Certificates
pursuant to Section 9.01 (e)).
(d) The related Terminator shall have the right to purchase
all of the Group A Mortgage Loans and each REO Property remaining in REMIC I-A,
all of the Group H Mortgage Loans and each REO Property remaining in REMIC I-H
and all of the Group W Mortgage Loans and each REO Property remaining in REMIC W
pursuant to Section 9.01(a)(i), Section 9.01(b)(i) or Section 9.01(c)(i), as
applicable, no later than the Determination Date in the month immediately
preceding the Distribution Date on which the Group A Certificates, the Group H
Certificates or the Group W Certificates, as applicable, will be retired;
provided, however, that the related Terminator, as provided above, may elect to
purchase (i) all of the Group A Mortgage Loans and each REO Property remaining
in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated
Principal Balance of the Group A Mortgage Loans and each REO Property remaining
in REMIC I-A at the time of such election is reduced to less than 1% of the
aggregate Stated Principal Balance of the Group A Mortgage Loans at the Cut-off
Date, (ii) all of the Group H Mortgage Loans and each REO Property remaining in
REMIC I-H pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal
Balance of the Group H Mortgage Loans and each REO Property remaining in REMIC
I-H at the time of such election is reduced to less than 10% of the aggregate
Stated Principal Balance of the Group H Mortgage Loans at the Cut-off Date and
(iii) all of the Group W Mortgage Loans and each REO Property remaining in REMIC
W pursuant to Section 9.01(c)(i) only if the aggregate Stated Principal Balance
of the Group W
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Mortgage Loans and each REO Property remaining in REMIC W at the time of such
election is reduced to less than 10% of the aggregate Stated Principal Balance
of the Group W Mortgage Loans at the Cut-off Date. For federal income tax
purposes, the purchase by the related Terminator of the Mortgage Loans and the
REO Properties underlying the Certificates is intended to facilitate a
redemption of such Certificates pursuant to a "cleanup call" within the meaning
of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the
applicable Terminator shall have the right to transfer, sell or assign its
rights to purchase the Mortgage Loans and each REO Property remaining in REMIC
I-A, REMIC I-H or REMIC W.
(e) Notice of the liquidation of any Certificates shall be
given promptly by the Paying Agent by letter to the related Certificateholders
(with a copy to the Trustee and the Trust Administrator mailed (a) in the event
such notice is given in connection with the purchase of either the Group A
Mortgage Loans, the Group H Mortgage Loans or the Group W Mortgage Loans and
each related REO Property remaining in REMIC I-A, REMIC I-H or REMIC W, as
applicable, by the related Terminator, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the related Certificates or (b) otherwise during the month of
such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which REMIC I-A, REMIC I-H
or REMIC W, as applicable, will terminate and final payment of the Group A
Certificates, the Group H Certificates or the Group W Certificates, as
applicable, will be made upon presentation and surrender of the Certificates at
the office of the Certificate Registrar therein designated, (ii) the amount of
any such final payment, (iii) that no interest shall accrue in respect of the
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar. In the event such notice is given in connection with the purchase of
all of the Group A Mortgage Loans, the Group H Mortgage Loans or the Group W
Mortgage Loans and each related REO Property remaining in REMIC I-A, REMIC I-H
or REMIC W, as applicable, by the related Terminator, the related Terminator
shall deliver to the Paying Agent for deposit in the Distribution Account (with
notice to the Trustee and the Trust Administrator) not later than the last
Business Day of the month next preceding the month in which such distribution
will be made an amount in immediately available funds equal to the Group A
Termination Price, the Group H Termination Price or the Group W Termination
Price, as applicable. Upon certification to the Trustee by a Servicing Officer
of the making of such final deposit, the Trustee shall promptly release or cause
to be released to the related Terminator the Mortgage Files for the remaining
Group A Mortgage Loans, Group H Mortgage Loans or Group W Mortgage Loans, as
applicable, and the Trustee shall execute all assignments, endorsements and
other instruments delivered to it which are necessary to effectuate such
transfer.
(f) Upon receipt of notice by the Paying Agent of the
presentation of the Certificates by the Certificateholders on the related final
Distribution Date to the Certificate Registrar, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Paying Agent and credited to the account of the
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appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Paying Agent shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall, directly or through
an agent, mail a final notice to remaining related non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to Citigroup
Global Markets Inc. all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Paying Agent as a result of such Certificateholder's failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section
9.01.
Immediately following the deposit of funds in trust hereunder
in respect of each of the Group A Certificates, the Group H Certificates and the
Group W Certificates, the Trust Fund shall terminate. In no event shall the
trust created hereby continue beyond 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.
SECTION 9.02 Additional Termination Requirements.
(a) In the event that the related Terminator purchases all the
Group A Mortgage Loans and each related REO Property, all the Group H Mortgage
Loans and each related REO Property or all the Group W Mortgage Loans and each
related REO Property, REMIC I-A (in the case of a purchase of all the Group A
Mortgage Loans and each related REO Property), REMIC I-H (in the case of a
purchase of all the Group H Mortgage Loans and each related REO Property) or
REMIC W (in the case of a purchase of all the Group H Mortgage Loans and each
related REO Property) shall be terminated, in each case in accordance with the
following additional requirements (or in connection with the final payment on or
other liquidation of the last Group A Mortgage Loan or related REO Property
remaining in REMIC I-A, the last Group H Mortgage Loan or related REO Property
remaining in REMIC I-H or the last Group W Mortgage Loan or related REO Property
remaining in REMIC W, 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-A's, REMIC I-H's OR REMIC W's, as applicable, final
Tax Return pursuant to Treasury regulation Section 1.860F-1,
and such termination shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel
obtained at the expense of the Master Servicer;
(ii) During such 90-day liquidation period, and at or
prior to the time of making of the final payment on the
Certificates, the Trust Administrator on
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behalf of the Trustee shall sell all of the assets of REMIC
I-A, REMIC I-H or REMIC W, as applicable, to the related
Terminator for cash; and
(iii) At the time of the making of the final payment
on the related Certificates, the Paying Agent shall distribute
or credit, or cause to be distributed or credited, to the
Holders of the Class A-R Certificates all cash on hand in
REMIC I-A, to the Holders of the Class H-R Certificates all
cash on hand in REMIC I-H and to the Holders of the Class W-R
Certificates all cash on hand in REMIC W (in each case other
than cash retained to meet claims), and either REMIC I-A,
REMIC I-H or REMIC W, as applicable, shall terminate at that
time.
(b) At the expense of the related Terminator (or in the event
of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense
of the Trust Administrator), the Trust Administrator shall prepare or cause to
be prepared the documentation required in connection with the adoption of a plan
of liquidation of REMIC I-A, REMIC I-H or REMIC W, as applicable, pursuant to
this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trust Administrator to specify the 90-day
liquidation period for REMIC I-A, REMIC I-H or REMIC W, as applicable, which
authorization shall be binding upon all successor Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC Administration.
(a) The Trustee shall elect to treat each REMIC created
hereunder as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made by the Trust Administrator on behalf of the
Trustee on Form 1066 or other appropriate federal tax or information return or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of REMIC I-A, the REMIC I-A Regular Interests shall be
designated as the Regular Interests in REMIC I-A and the Class R-IA Interest
shall be designated as the Residual Interest in REMIC I-A. For the purposes of
the REMIC election in respect of REMIC II-A, the Group A Certificates (other
than the Class A-R Certificates) shall be designated as the Regular Interests in
REMIC II-A and the Class R-IIA Interest shall be designated as the Residual
Interests in REMIC II-A. Neither the Trustee nor the Trust Administrator shall
permit the creation of any "interests" in REMIC I-A or REMIC II-A (within the
meaning of Section 860G of the Code) other than the REMIC I-A Regular Interests,
the Group A Certificates and the interests represented by the Group A
Certificates. For the purposes of the REMIC election in respect of REMIC I-H,
the REMIC I-H Regular Interests shall be designated as the Regular Interests in
REMIC I-H and the Class R-IH Interest shall be designated as the Residual
Interests in REMIC I-H. For the purposes of the REMIC election in respect of
REMIC II-H, the Group H Certificates (other than the Class H-R Certificates)
shall be designated as the Regular Interests in REMIC II-H and the Class R-IIH
Interest shall be designated as the Residual Interest in REMIC
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II-H. Neither the Trustee nor the Trust Administrator shall permit the creation
of any "interests" in REMIC I-H or REMIC II-H (within the meaning of Section
860G of the Code) other than the REMIC I-H Regular Interests, the Group H
Certificates and the interests represented by the Group H Certificates. For the
purposes of the REMIC election in respect of REMIC W, the Group W Certificates
(other than the Class W-R Certificates) shall be designated as the Regular
Interests in REMIC W and the Class W-R Certificates shall be designated as the
Residual Interest in REMIC W. Neither the Trustee nor the Trust Administrator
shall permit the creation of any "interests" in REMIC W (within the meaning of
Section 860G of the Code) other than the Group W Certificates and the interests
represented by the Group W 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 out of its own funds,
without any right of reimbursement, 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), other than the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. 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
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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
141
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
142
event at the expense of the Trustee or the Trust Administrator) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
SECTION 10.03 Master Servicer and Trust Administrator
Indemnification.
(a) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as
a result of a breach of the Trust Administrator's covenants set forth in this
Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the Trust Administrator and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
Article III or this Article X.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate
Registrar, the Authenticating Agent and the Trust Administrator without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders) or (iii) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel delivered to
the Trustee and the Trust Administrator, adversely affect in any material
respect the interests of any Certificateholder. No amendment shall be deemed to
adversely affect in any material respect the interests of any Certificateholder
who shall have consented thereto, and no Opinion of Counsel shall be required to
address the effect of any such amendment on any such consenting
Certificateholder.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate
Registrar, the Authenticating Agent and the Trust Administrator with the consent
of the Holders of Certificates entitled to at least 66% of the Voting Rights for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
143
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any contrary provision of this Agreement, the
Trust Administrator shall not consent to any amendment to this Agreement unless
it shall have first received an Opinion of Counsel to the effect that such
amendment will not result in the imposition of any tax on any Trust REMIC
pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding.
Prior to executing any amendment pursuant to this Section, the
Trust Administrator shall be entitled to receive an Opinion of Counsel (provided
by the Person requesting such amendment) to the effect that such amendment is
authorized or permitted by this Agreement.
Promptly after the execution of any such amendment the Trust
Administrator shall furnish a copy of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee or
the Trust Administrator.
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.
144
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.
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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 636-261-6518) (with a a
copy to, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Legal
Counsel (telecopy number 972-770-3705)) 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 2004-HYB4, (telephone number (212)
▇▇▇-▇▇▇▇), 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 (▇▇▇) ▇▇▇-▇▇▇▇), 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.
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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 Standard & Poor's Ratings Services, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and to ▇▇▇▇▇'▇ Investors
Services, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other addresses as
the Rating Agencies may designate in writing to the parties hereto.
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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.
148
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized, in each case as of the day and
year first above written.
CITIGROUP MORTGAGE LOAN TRUST INC.,
as Depositor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CITIMORTGAGE, INC.,
as Master Servicer and Trust Administrator
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
CITIBANK, N.A.,
as Paying Agent, Certificate Registrar and
Authenticating Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in its
individual capacity but solely as Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of December 2004, 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 December 2004, 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 December 2004, 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 December 2004, before me, a notary public
in and for said State, personally appeared ____________________, known to me to
be a ____________________ of U.S. Bank National Association, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_____________________________________
Notary Public
[Notarial Seal]
EXHIBIT A-1
-----------
FORM OF CLASS A-A 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
A-A Certificates as of the Issue Date:
Pass-Through Rate: Variable $195,356,000.00
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $195,356,000.00
December 1, 2004
Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005
Trust Administrator: CitiMortgage, Inc.
No. 1
Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MC 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.
A-1-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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-A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-A 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 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-A 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-1-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee 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 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 Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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
A-1-3
Depositor or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The 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 Trustee 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 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
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 the Trustee assumes no responsibility for their correctness.
A-1-4
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-1-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-1-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-1-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
FORM OF CLASS A-X 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 2004-HYB4 Initial Notional Amount of the Class A-X Certificates
as of the Issue Date: $195,356,000
Pass-Through Rate: Variable
Denomination: $ 195,356,000
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MD 7
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-2-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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-X Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-X 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 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-X Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-2-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee, and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee 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 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 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, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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
A-2-3
Depositor or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The 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 Trustee 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 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
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 the Trustee assumes no responsibility for their correctness.
A-2-4
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-2-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-2-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
FORM OF CLASS 2-B1 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
2-B1 Certificates as of the Issue Date: $5,493,000.00
Pass-Through Rate: Variable
Denomination: $5,493,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G ME 5
A-3-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 2-B1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 2-B1 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 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 2-B1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-3-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-3-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-3-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-3-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-3-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
FORM OF CLASS 2-B2 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
CLASS 2-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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
2-B2 Certificates as of the Issue Date: $2,487,000.00
Pass-Through Rate: Variable
Denomination: $2,487,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MF 2
A-4-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 2-B2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 2-B2 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 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 2-B2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-4-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-4-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-4-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-4-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-4-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
FORM OF CLASS 2-B3 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
2-B1 CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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
2-B3 Certificates as of the Issue Date: $1,244,000.00
Pass-Through Rate: Variable
Denomination: $1,244,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MG 0
A-5-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 2-B3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 2-B3 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 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 2-B3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-5-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-5-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-5-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-5-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
Form of 2-B4 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
2-B1 CERTIFICATES, THE CLASS 2-B2 CERTIFICATES AND THE CLASS 2-B3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO 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").
A-6-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
2-B4 Certificates as of the Issue Date: $1,244,000.00
Pass-Through Rate: Variable
Denomination: $1,244,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NG 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.
A-6-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
2-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 2-B4 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 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 2-B4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-6-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-6-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-6-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-6-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-6-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
form of 2-B5 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
2-B1 CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3
CERTIFICATES AND THE CLASS 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO 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
2-B5 Certificates as of the Issue Date: $829,000.00
Pass-Through Rate: Variable
Denomination: $829,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NH 7
A-7-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-7-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
2-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 2-B4 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 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 2-B4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-7-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-7-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-7-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-7-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-7-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
form of 2-B6 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
2-B1 CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3
CERTIFICATES, THE CLASS 2-B4 CERTIFICATES AND THE CLASS 2-B5
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO 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
2-B6 Certificates as of the Issue Date: $622,444.56
Pass-Through Rate: Variable
Denomination: $622,444.56
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NJ 3
A-8-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-8-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
2-B6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 2-B6 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 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 2-B6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-8-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-8-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-8-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-8-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-8-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
-----------
FORM OF CLASS A-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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.
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
A-9-1
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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
A-R Certificates as of the Issue Date: $100.00
Pass-Through Rate: Variable
Denomination: $100.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MH 8
A-9-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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
A-R Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class A-R 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 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-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-9-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-9-4
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-9-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-9-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-9-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-9-8
EXHIBIT A-10
------------
FORM OF CLASS H-AI 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").
A-10-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
H-AI Certificates as of the Issue Date: $88,779,000.00
Pass-Through Rate: Variable
Denomination: $88,779,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G LW 6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-10-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 H-AI Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class H-AI 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 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 H-AI 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-10-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-10-4
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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-10-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-10-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-10-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-10-8
EXHIBIT A-11
------------
FORM OF CLASS H-AII 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
H-AII Certificates as of the Issue Date: $43,015,000.00
Pass-Through Rate: Variable
Denomination: $43,015,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G LX 4
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-11-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 H-AII Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class H-AII 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 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 H-AII 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-11-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-11-3
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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-11-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-11-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-11-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-11-7
EXHIBIT A-12
------------
FORM OF CLASS 1-M CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-M Certificates as of the Issue Date: $3,407,000.00
Pass-Through Rate: Variable
Denomination: $3,407,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MP 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
A-12-1
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
A-12-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 1-M Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 1-M 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 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 1-M 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-12-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-12-4
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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-12-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-12-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-12-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-12-8
EXHIBIT A-13
------------
FORM OF CLASS 1-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
CLASS 1-M CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-B1 Certificates as of the Issue Date: $3,052,000.00
Pass-Through Rate: Variable
Denomination: $3,052,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G LY 2
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE
A-13-1
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
A-13-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 1-B1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 1-B1 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 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 1-B1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-13-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-13-4
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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-13-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-13-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-13-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-13-8
EXHIBIT A-14
------------
FORM OF CLASS 1-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
1-M CERTIFICATES AND THE CLASS 1-B1 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
A-14-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-B2 Certificates as of the Issue Date: $1,419,000.00
Pass-Through Rate: Variable
Denomination: $1,419,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G LZ 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.
A-14-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 1-B2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 1-B2 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 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 1-B2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-14-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02 (c) of the Agreement.
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 Trustee 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
Trustee 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 Trustee 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
A-14-4
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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-14-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-14-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-14-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-14-8
EXHIBIT A-15
------------
FORM OF CLASS 1-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
1-M CERTIFICATES, THE CLASS 1-B1 CERTIFICATES AND THE CLASS 1-B2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
A-15-1
Series 2004-HBY2 Aggregate Certificate Principal Balance of the Class
1-B3 Certificates as of the Issue Date: $710,000.00
Pass-Through Rate: Variable
Denomination: $710,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MA 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.
A-15-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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 1-B3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 1-B3 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 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 1-B3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-15-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.
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 Trustee 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
Trustee 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 Trustee 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
A-15-4
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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-15-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-15-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-15-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-15-8
EXHIBIT A-16
------------
form of 1-B4 CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
1-M CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2
CERTIFICATES AND THE CLASS 1-B3 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO 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").
A-16-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-B4 Certificates as of the Issue Date: $709,000.00
Pass-Through Rate: Variable
Denomination: $709,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G ND 6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-16-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
1-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 1-B4 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 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 1-B4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-16-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-16-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-16-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-16-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-16-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-16-8
EXHIBIT A-17
------------
form of 1-B5 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
1-M CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2
CERTIFICATES, THE CLASS 1-B3 CERTIFICATES AND THE CLASS 1-B4
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO 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").
A-17-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-B5 Certificates as of the Issue Date: $497,000.00
Pass-Through Rate: Variable
Denomination: $497,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NE 4
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-17-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
1-B5 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 1-B5 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 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 1-B5 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-17-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-17-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-17-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-17-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-17-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-17-8
EXHIBIT A-18
------------
form of 1-B6 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
1-M CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2
CERTIFICATES, THE CLASS 1-B3 CERTIFICATES, THE CLASS 1-B4 CERTIFICATES
AND THE 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO 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").
A-18-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
1-B6 Certificates as of the Issue Date: $355,542.35
Pass-Through Rate: Variable
Denomination: $355,542.35
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NF 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.
A-18-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
1-B6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 1-B6 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 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 1-B6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-18-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-18-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-18-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-18-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-18-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-18-8
EXHIBIT A-19
------------
FORM OF CLASS H-R CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
A-19-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
H-R Certificates as of the Issue Date: $100.00
Pass-Through Rate: Variable
Denomination: $100.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MB 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.
A-19-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
H-R Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class H-R 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 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 H-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-19-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.
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 Trustee 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
Trustee 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 Trustee 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
A-19-4
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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-19-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-19-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-19-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-19-8
EXHIBIT A-20
------------
FORM OF CLASS W-A CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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.
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
A-20-1
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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
A-20-2
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
W-A Certificates as of the Issue Date: $177,449,000.00
Pass-Through Rate: Variable
Denomination: $177,449,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MJ 4
A-20-3
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 W-A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class W-A 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 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 W-A 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-20-4
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-20-5
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The recitals contained body entitled to any benefit under the
Agreement or be valid for any purpose.
A-20-6
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-20-7
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-20-8
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-20-9
EXHIBIT A-21
------------
FORM OF CLASS 3-B1 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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
3-B1 Certificates as of the Issue Date: $2,651,000.00
Pass-Through Rate: Variable
Denomination: $2,651,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MK 1
A-21-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 3-B1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 3-B1 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 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 3-B1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-21-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-21-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-21-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-21-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-21-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-21-7
EXHIBIT A-22
------------
FORM OF CLASS 3-B2 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
CLASS 3-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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
3-B2 Certificates as of the Issue Date: $1,097,000.00
Pass-Through Rate: Variable
Denomination: $1,097,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G ML 9
A-22-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 3-B2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 3-B2 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 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 3-B2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-22-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-22-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-22-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-22-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-22-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-22-7
EXHIBIT A-23
------------
FORM OF CLASS 3-B3 CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
3-B1 CERTIFICTES AND THE CLASS 3-B2 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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
3-B3 Certificates as of the Issue Date: $640,000.00
Pass-Through Rate: Variable
Denomination: $640,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MM 7
A-23-1
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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 3-B3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class 3-B3 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 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 3-B3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-23-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-23-3
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
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 the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
A-23-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-23-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-23-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-23-7
EXHIBIT A-24
------------
form of 3-B4 CERTIFICATE
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.
N NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") or section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
3-B1 CERTIFICATES, THE 3-B2 CERTIFICATES AND THE CLASS 3-B3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO 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").
A-24-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
3-B4 Certificates as of the Issue Date: $366,000.00
Pass-Through Rate: Variable
Denomination: $366,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NK 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.
A-24-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
3-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 3-B4 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 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 3-B4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-24-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-24-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-24-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-24-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-24-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-24-8
EXHIBIT A-25
------------
form of 3-B5 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
3-B1 CERTIFICATES, THE CLASS 3-B2 CERTIFICATES, THE CLASS 3-B3
CERTIFICATES AND THE CLASS 3-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO 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").
A-25-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
3-B5 Certificates as of the Issue Date: $183,000.00
Pass-Through Rate: Variable
Denomination: $183,000.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NL 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.
A-25-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
3-B5 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 3-B5 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 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 3-B5 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-25-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-25-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-25-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-25-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-25-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-25-8
EXHIBIT A-26
------------
form of 3-B6 CERTIFICATE
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 section
4975 of the Internal Revenue Code of 1986 (the "Code"), SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
3-B1 CERTIFICATES, THE CLASS 3-B2 CERTIFICATES, THE CLASS 3-B3
CERTIFICATES, THE CLASS 3-B4 CERTIFICATES AND THE CLASS 3-B5
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO 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").
A-26-1
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
3-B6 Certificates as of the Issue Date: $456,834.40
Pass-Through Rate: Variable
Denomination: $456,834.40
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G NM 6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-26-2
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, 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
3-B6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class 3-B6 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 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 3-B6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-26-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 Trustee 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
Trustee 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 Trustee 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.
A-26-4
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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-26-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-26-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-26-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-26-8
EXHIBIT A-27
------------
form of CLASS W-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT 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.
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
A-27-1
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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
A-27-2
Series ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class
A-R Certificates as of the Issue Date: $100.00
Pass-Through Rate: Variable
Denomination: $100.00
Cut-off Date and date of Pooling and Servicing Agreement:
December 1, 2004 Master Servicer: CitiMortgage, Inc.
First Distribution Date: January 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Trustee: U.S. Bank National Association
Issue Date: December 29, 2004
CUSIP: 17307G MN 5
A-27-3
MORTGAGE 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, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE 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
W-R Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class W-R 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 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 W-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
A-27-4
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
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 and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
A-27-5
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 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
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
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(d) of the Agreement.
A-27-6
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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-27-7
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated: December___, 2004
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
` but solely as Paying Agent
By:___________________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, N.A., not in its individual capacity,
but solely as Authenticating Agent
By:___________________________________________
Authorized Officer
A-27-8
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under
Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate
of a like Percentage Interest and Class to the above named assignee and deliver
such Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-27-9
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to_____________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-27-10
EXHIBIT B
---------
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTS
B-1
EXHIBIT C
---------
[Reserved]
C-1
EXHIBIT D
---------
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
D-1
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated December 27, 2004, between Citigroup Mortgage Loan Trust Inc., a Delaware
corporation (the "Purchaser") and Citigroup Global Markets Realty Corp., a New
York corporation (the "Seller").
Preliminary Statement
---------------------
The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a
mortgage pool comprising the trust fund. The trust fund will be evidenced by a
single series of mortgage pass-through certificates designated as Series
2004-HYB4 (the "Certificates"). The Certificates will consist of 27 classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, CitiMortgage, Inc. as master
servicer (in such capacity, the "Master Servicer") and as trust administrator
(in such capacity, the "Trust Administrator") Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank Trust National
Association as trustee (the "Trustee"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Pooling and Servicing Agreement.
The parties hereto agree as follows:
SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell,
and the Purchaser agrees to purchase, on or before December 29, 2004 (the
"Closing Date"), certain adjustable-rate, conventional residential mortgage
loans (the "Mortgage Loans") originated by Countrywide Home Loans, Inc.
("Countrywide"), ▇▇▇▇▇ Fargo Bank, N.A. ("▇▇▇▇▇") and Quicken Loans Inc.
("Quicken") (each, an "Originator", and collectively, the "Originators"), having
an aggregate principal balance as of the close of business on December 1, 2004
(the "Cut-off Date") of $532,039,121.31 (the "Closing Balance"), after giving
effect to all payments due on the Mortgage Loans on or before the Cut-off Date,
whether or not received.
SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Closing Schedule") that together shall describe such Mortgage Loans and
set forth all of the Mortgage Loans to be purchased under this Agreement. The
Closing Schedule will conform to the requirements set forth in this Agreement
and to the definition of "Mortgage Loan Schedule" under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement and shall be prepared by the
Seller based on information provided by the Originators.
SECTION 3. CONSIDERATION.
(a) In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 7, pay to or upon the
order of the Seller in immediately
available funds an amount (the "Mortgage Loan Purchase Price") equal to the net
sale proceeds of the Certificates, plus accrued interest.
(b) The Purchaser or any assignee, transferee or designee of
the Purchaser shall be entitled to all scheduled payments of principal due after
the Cut-off Date, all other payments of principal due and collected after the
Cut-off Date, and all payments of interest on the Mortgage Loans allocable to
the period after the Cut-off Date. All scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date
shall belong to the Seller.
(c) Pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the related Certificateholders.
SECTION 4. TRANSFER OF THE MORTGAGE LOANS.
(a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse but
subject to the terms of this Agreement, all of its right, title and interest in,
to and under the Mortgage Loans. The contents of each Mortgage File not
delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.
(b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will, on
or prior to the Closing Date, deliver or cause to be delivered to the Purchaser
or any assignee, transferee or designee of the Purchaser each of the following
documents for each Mortgage Loan:
(i) the original Mortgage Note, endorsed in one of
the following forms: (i) in the name of the Trustee or (ii) in
blank, in each case, with all prior and intervening
endorsements showing a complete chain of endorsement from the
originator to the Person so endorsing to the Trustee;
(ii) the original Mortgage with evidence of recording
thereon;
(iii) an original Assignment of the Mortgage in
recordable form in blank or to the Trustee;
(iv) the original recorded Assignment or Assignments
of the Mortgage showing a complete chain of assignment from
the originator to the Person assigning the Mortgage in blank
or to the Trustee as contemplated by the immediately preceding
clause (iii);
2
(v) the original of or a copy of each related
assumption, modification, consolidation or extension
agreement, with evidence of recording thereon, if any;
(vi) with respect to any Mortgage Loan listed on the
Mortgage Loan Schedule as subject to a Primary Mortgage
Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate;
(vii) the original mortgagee title insurance policy
or an attorney's opinion of title where customary; and
(viii) any of the following that are in the
possession of the Seller or a document custodian on its
behalf: (A) the original of or a copy of any security
agreement, chattel mortgage or equivalent document executed in
connection with the Mortgage or (B) the original of or a copy
of any power of attorney, if applicable.
With respect to a maximum of approximately 5.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in Section 4(b)(i) above cannot be located, the obligations of the Seller to
deliver such documents shall be deemed to be satisfied upon delivery to the
Trust Administrator (as designee of the Purchaser) of a photocopy of such
Mortgage Note, if available, with a lost note affidavit. If any of the original
Mortgage Notes for which a lost note affidavit was delivered to the Trust
Administrator is subsequently located, such original Mortgage Note shall be
delivered to the Trust Administrator within three Business Days.
If any of the documents referred to in Sections 4(b)(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Seller to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of
each such document certified by the Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Originator, delivery to the Trust Administrator
promptly upon receipt thereof of either the original or a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original.
To the extent not already recorded, the Trust Administrator,
at the expense of the Seller shall pursuant to the Pooling and Servicing
Agreement promptly (and in no event later than three months following the later
of the Closing Date and the date of receipt by the Trust Administrator of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to the Trust Estate or the Trust Administrator, in the
appropriate public office for real property records, each Assignment delivered
to it pursuant to Sections 4(b)(iii) and (iv) above. In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the Trust
Administrator, at the expense of the Seller, shall promptly prepare or cause to
be prepared a substitute Assignment or cure or cause to be cured such defect, as
the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that such
Assignments be in recordable form,
3
neither the Trust Administrator nor the Trustee shall be required to submit or
cause to be submitted for recording each Assignment delivered to it pursuant to
Sections 4(b)(iii) and (iv) if such recordation shall not, as of the Closing
Date, be required by the Rating Agencies, as a condition to their assignment on
the Closing Date of their initial ratings to the Certificates, as evidenced by
the delivery by the Rating Agencies of their ratings letters on the Closing
Date.
The Seller shall deliver or cause to be delivered to the Trust
Administrator promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are
not delivered to the Trust Administrator are and shall be held by or on behalf
of the Seller, the Servicer, the Purchaser or the Master Servicer, as the case
may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Trust Administrator. Any such
original document delivered to or held by the Seller or the Purchaser that is
not required pursuant to the terms of this Section to be a part of a Mortgage
File, shall be delivered promptly to the related Servicer.
(c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
(d) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the
right to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the Purchaser. Any expense reasonably
incurred by or on behalf of the Purchaser or the Trustee in connection with
enforcing any obligations of the Seller under this Agreement will be promptly
reimbursed by the Seller.
(e) EXAMINATION OF MORTGAGE FILES. Prior to the Closing Date,
the Seller shall either (i) deliver in escrow to the Purchaser or to any
assignee, transferee or designee of the Purchaser, for examination, the Mortgage
File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination. Such examination may be made by the Purchaser or the
Trustee, and their respective designees, upon reasonable notice to the Seller
during normal business hours before the Closing Date and within 60 days after
the Closing Date. If any such person makes such examination prior to the Closing
Date and identifies any Mortgage Loans that do not conform to the requirements
of the Purchaser as described in this Agreement, such Mortgage Loans shall be
deleted from the Closing Schedule. The Purchaser may, at its option and without
notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Purchaser or
any person has conducted or has failed to
4
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of the Purchaser or any assignee, transferee or designee of
the Purchaser to demand repurchase or other relief as provided herein or under
the Pooling and Servicing Agreement.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SELLER.
The Seller and the Purchaser understand, acknowledge and agree
that, the representations and warranties set forth in this Section 5 are made as
of the Closing Date or as of the date specifically provided herein.
As permitted under the Amended and Restated Master Mortgage
Loan Purchase and Servicing Agreement (the "Countrywide Servicing Agreement")
dated as of December 15, 2003, between Countrywide and the Seller, the Seller's
Warranties and Servicing Agreement (the "▇▇▇▇▇ Servicing Agreement") dated as of
December 1, 2004, between ▇▇▇▇▇ and the Seller and the Master Mortgage Loan
Purchase and Interim Servicing Agreement (the "Quicken Servicing Agreement"; and
collectively with the Countrywide Servicing Agreement and the ▇▇▇▇▇ Servicing
Agreement, the "Servicing Agreements") dated as of October 1, 2004, among
Quicken, GMAC and the Seller, the Seller hereby assigns to the Purchaser all of
its right, title and interest under the Servicing Agreements to the extent of
the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not
limited to, any representations and warranties of the Originators concerning the
Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each
Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing
Date, and covenants, that:
(i) To the best of the Seller's knowledge, nothing
has occurred in the period of time from the date each
representation and warranty was made by each Originator
pursuant to the respective Servicing Agreement to the Closing
Date which would cause such representation and warranty to be
untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made
complied in all material respects with applicable local, state
and federal laws, including, but not limited to, all
applicable predatory and abusive lending laws. (iii) None of
the mortgage loans are (i) "High Cost" as such term is defined
in the Home Ownership Protection Act of 1994 ("HOEPA") or (ii)
a reasonably equivalent provision as defined by the applicable
predatory and abusive lending laws.
(iv) An appraisal form 1004 or Form 2055 with an
interior inspection for first lien mortgage loans has been
obtained.
(v) No Mortgage Loan is a high cost loan or a covered
loan, as applicable (as such terms are defined in Standard &
Poor's LEVELS Version 5.6 Glossary Revised, Appendix E).
5
(vi) There is no mortgage loan in the trust that was
originated on or after October 1, 2002 and before March 7,
2003 which is secured by property located in the State of
Georgia.
(b) The Seller hereby represents and warrants to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:
(i) The Seller is duly organized, validly existing
and in good standing as a corporation under the laws of the
State of New York with full corporate power and authority to
conduct its business as presently conducted by it to the
extent material to the consummation of the transactions
contemplated herein. The Seller has the full corporate power
and authority to own the Mortgage Loans and to transfer and
convey the Mortgage Loans to the Purchaser and has the full
corporate power and authority to execute and deliver, engage
in the transactions contemplated by, and perform and observe
the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution,
delivery and performance of this Agreement, has duly executed
and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery hereof by the Purchaser,
constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms
except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization or by general
principles of equity.
(iii) The execution, delivery and performance of this
Agreement by the Seller (x) does not conflict and will not
conflict with, does not breach and will not result in a breach
of and does not constitute and will not constitute a default
(or an event, which with notice or lapse of time or both,
would constitute a default) under (A) any terms or provisions
of the articles of incorporation or by-laws of the Seller, (B)
any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by
which the Seller or any of its property is bound or (C) any
law, rule, regulation, order, judgment, writ, injunction or
decree of any court or governmental authority having
jurisdiction over the Seller or any of its property and (y)
does not create or impose and will not result in the creation
or imposition of any lien, charge or encumbrance which would
have a material adverse effect upon the Mortgage Loans or any
documents or instruments evidencing or securing the Mortgage
Loans.
(iv) No consent, approval, authorization or order of,
registration or filing with, or notice on behalf of the Seller
to any governmental authority or court is required, under
federal laws or the laws of the State of New York, for the
execution, delivery and performance by the Seller of, or
compliance by the Seller with, this Agreement or the
consummation by the Seller of any other transaction
contemplated hereby and by the Pooling and Servicing
Agreement; provided, however, that the Seller makes no
representation or warranty regarding federal or state
securities laws in connection with the sale or distribution of
the Certificates.
6
(v) This Agreement does not contain any untrue
statement of material fact or omit to state a material fact
necessary to make the statements contained herein not
misleading. The written statements, reports and other
documents prepared and furnished or to be prepared and
furnished by the Seller pursuant to this Agreement or in
connection with the transactions contemplated hereby taken in
the aggregate do not contain any untrue statement of material
fact or omit to state a material fact necessary to make the
statements contained therein not misleading.
(vi) The Seller is not in violation of, and the
execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement
will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction
over the Seller or its assets, which violation might have
consequences that would materially and adversely affect the
condition (financial or otherwise) or the operation of the
Seller or its assets or might have consequences that would
materially and adversely affect the performance of its
obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have
any reason or cause to believe, that it cannot perform each
and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage
Loans to the Purchaser as herein contemplated, the Seller will
be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment
to the Seller of the Purchase Price, in the event that the
Seller retains or has retained record title, the Seller shall
retain such record title to each Mortgage, each related
Mortgage Note and the related Mortgage Files with respect
thereto in trust for the Purchaser as the owner thereof from
and after the date hereof.
(ix) There are no actions or proceedings against, or
investigations known to it of, the Seller before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the sale
of the Mortgage Loans by the Seller or the consummation of the
transactions contemplated by this Agreement or (C) that might
prohibit or materially and adversely affect the performance by
the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The consummation of the transactions contemplated
by this Agreement are in the ordinary course of business of
the Seller, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller are not subject
to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker,
investment banker, agent or other person, except for the
Purchaser or any of its affiliates, that may be
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entitled to any commission or compensation in connection with
the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to
the best of the Seller's knowledge without independent
investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the
Mortgage Loans, the issuance of the Certificates or the
execution, delivery, performance or enforceability of this
Agreement, or that would result in a material adverse change
in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered
insolvent by the consummation of the transactions contemplated
hereby. The Seller is not transferring any Mortgage loan with
any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller
hereby represents and warrants, for the benefit of the Purchaser, that the
representations and warranties set forth on Exhibit A hereto are true and
correct and as of the date hereof and as of the Closing Date.
(d) With respect to the ▇▇▇▇▇ Mortgage Loans, the Seller
hereby represents and warrants, for the benefit of the Purchaser, that the
representations and warranties set forth on Exhibit B hereto are true and
correct as of the date hereof and as of the Closing Date.
(e) With respect to the Quicken Mortgage Loans, the Seller
hereby represents and warrants, for the benefit of the Purchaser, that the
representations and warranties set forth on Exhibit C hereto are true and
correct as of the date hereof and as of the Closing Date.
SECTION 6. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
AND FOR BREACH OF REPRESENTATION AND WARRANTY.
It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser and any
assignee, transferee or designee of the Purchaser, including the Trustee for the
benefit of holders of the Mortgage Pass-Through Certificates evidencing an
interest in all or a portion of the Mortgage Loans, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination or lack of examination of any Mortgage File. With respect to the
representations and warranties contained herein that are made to the knowledge
or the best knowledge of the Seller, or as to which the Seller has no knowledge,
if it is discovered that the substance of any such representation and warranty
is inaccurate and the inaccuracy materially and adversely affects the value of
the related Mortgage Loan, or the interest therein of the Purchaser or the
Purchaser's assignee, designee or transferee, then notwithstanding the Seller's
lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation and
warranty and the Seller shall take such action described in the following
paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by
either the Seller or the Purchaser of a breach
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of any of the foregoing representations and warranties made by the Seller that
materially and adversely affects the value of the Mortgage Loans or the interest
of the Purchaser (or which materially and adversely affects the interests of the
Purchaser in the related Mortgage Loan in the case of a representation and
warranty relating to a particular Mortgage Loan), the party discovering such
breach shall give prompt written notice to the other.
Within 90 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty made by the Seller
that materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest therein of the Purchaser, the Seller shall use
its best efforts promptly to cure such breach in all material respects and, if
such breach cannot be cured, the Seller shall, at the Purchaser's option,
repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the
request of the Purchaser and assuming the Seller has a Qualified Substitute
Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided
above, remove such Mortgage Loan and substitute in its place a Qualified
Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified
Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage
Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions
of this Section 6 shall occur on a date designated by the Purchaser and shall be
accomplished by deposit in accordance with Section 2.03 of the Pooling and
Servicing Agreement. Any repurchase or substitution required by this Section
shall be made in a manner consistent with Section 2.03 of the Pooling and
Servicing Agreement.
At the time of substitution or repurchase by the Seller of any
deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the
reassignment of the repurchased or substituted Mortgage Loan to the Seller and
the delivery to the Seller of any documents held by the Trustee relating to the
deficient or repurchased Mortgage Loan. In the event the Purchase Price is
deposited in the Collection Account. The Seller shall, simultaneously with such
deposit, give written notice to the Purchaser that such deposit has taken place.
Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall
effect such substitution by delivering to the Purchaser or its designee for such
Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the
Assignment and such other documents and agreements as are required by the
Pooling and Servicing Agreement, with the Mortgage Note endorsed as required
therein. The Seller shall remit for deposit in the Collection Account the
Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution will be
retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have made with respect to such Qualified Substitute Mortgage
Loan or Loans as of the date of substitution, the covenants, representations and
warranties set forth in Section 5.
9
It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive delivery of the respective
Mortgage Files to the Trustee on behalf of the Purchaser.
It is understood and agreed that (i) the obligations of the
Seller set forth in this Section 6 to cure, repurchase and substitute for a
defective Mortgage Loan and (ii) the obligations of the Seller as provided in
the next sentence constitute the sole remedies of the Purchaser respecting a
missing or defective document or a breach of the representations and warranties
contained in Section 5. The Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the representations and warranties
contained in Sections 5(a), (c), (d) and (e) this Agreement.
SECTION 7. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at 10:00 AM New York City time
on the Closing Date.
The closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller
under this Agreement shall be true and correct in all material respects as of
the date as of which they are made and no event shall have occurred which, with
notice or the passage of time, would constitute a default under this Agreement;
(b) The Purchaser shall have received, or the attorneys of the
Purchaser shall have received in escrow (to be released from escrow at the time
of closing), all Closing Documents as specified in Section 8 of this Agreement,
in such forms as are agreed upon and acceptable to the Purchaser, duly executed
by all signatories other than the Purchaser as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered or caused to be delivered
and released to the Purchaser or to its designee, all documents (including
without limitation, the Mortgage Loans) required to be so delivered by the
Purchaser; and
(d) All other terms and conditions of this Agreement shall
have been complied with.
Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Mortgage Loan Purchase Price.
SECTION 8. CLOSING DOCUMENTS. Without limiting the generality
of Section 7 hereof, the closing shall be subject to delivery of each of the
following documents:
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(a) An Officers' Certificate of the Seller, dated the Closing
Date, upon which the Purchaser and Citigroup Global Markets Inc. (the
"Underwriter") may rely, in a form acceptable to the Purchaser;
(b) A Secretary's Certificate of the Seller, dated the Closing
Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Seller;
(c) An Opinion of Counsel of the Seller, dated the Closing
Date and addressed to the Purchaser and the Underwriter, in a form acceptable to
the Purchaser;
(d) An Officers' Certificate of each Originator, dated the
Closing Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser;
(e) A Secretary's Certificate of each Originator, dated the
Closing Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Originator;
(f) Such opinions of counsel as the Rating Agencies or the
Trustee may request in connection with the sale of the Mortgage Loans by the
Seller to the Purchaser or the Seller's execution and delivery of, or
performance under, this Agreement;
(g) A letter from Deloitte & Touche L.L.P., certified public
accountants, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Purchaser's Prospectus Supplement, dated December 27, 2004, agrees with the
records of the Seller;
(h) Letters from certified public accountants for each
Originator, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Purchaser's Prospectus Supplement, dated December 27, 2004 under the subheading
"The Master Servicer and the Servicers--The Servicers" agrees with the records
of the Servicer; and
(i) Such further information, certificates, opinions and
documents as the Purchaser or the Underwriter may reasonably request.
SECTION 9. COSTS. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all necessary and reasonable costs and expenses incurred
directly in delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, prospectus supplement and private placement
memorandum relating to the Certificates and other related documents, the initial
fees, costs and expenses of the Trust Administrator and the Trustee set forth in
an engagement letter delivered to the Seller by the Trust Administrator, the
fees and expenses of the Purchaser's counsel in connection with the preparation
of all documents relating to the securitization of the
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Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the fees charged by any rating agency to
rate the Certificates and the ongoing expenses of the Rating Agencies. All other
costs and expenses in connection with the transactions contemplated hereunder
shall be borne by the party incurring such expense.
SECTION 10. [Reserved].
SECTION 11. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 7 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase
Price, or any such condition shall not have been waived or satisfied and the
Purchaser determines not to pay or cause to be paid the Mortgage Loan Purchase
Price, the Purchaser shall immediately effect the redelivery of the Mortgage
Loans, if delivery to the Purchaser has occurred and the security interest
created by this Section 11 shall be deemed to have been released.
SECTION 12. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage Finance Group, or such other
address as may hereafter be furnished to the Seller in writing by the Purchaser,
and if to the Seller, addressed to the Seller at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage Finance Group, or such
other address as may hereafter be furnished to the Purchaser in writing by the
Seller.
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SECTION 13. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 14. AGREEMENT OF PARTIES. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.
SECTION 15. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.
SECTION 17. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
13
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.
SECTION 18. INDEMNIFICATION. The Seller shall indemnify and
hold harmless each of (i) the Purchaser, (ii) Citigroup Global Markets Inc. and
(iii) each person, if any, who controls the Purchaser within the meaning of
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") ((i)
through (iii) collectively, the "Indemnified Party") against any and all losses,
claims, expenses, damages or liabilities to which the Indemnified Party may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of,
are based upon, or result from, a breach by the Seller of any of the
representations and warranties made by the Seller herein, it being understood
that the Purchaser has relied upon such representations and warranties.
14
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.
CITIGROUP MORTGAGE LOAN TRUST INC.
By:________________________________
Name:
Title:
CITIGROUP GLOBAL MARKETS
REALTY CORP.
By:________________________________
Name:
Title:
EXHIBIT A
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE COUNTRYWIDE MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the Countywide Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit
A shall have the meanings ascribed to them in the Countrywide Servicing
Agreement.
(a) MORTGAGE LOAN SCHEDULE. The information contained in the
Mortgage Loan Schedule is complete, true and correct in all material respects;
(b) NO DELINQUENCIES OR ADVANCES. All payments required to be
made prior to the related Cut-off Date for such Mortgage Loan under the terms of
the Mortgage Note have been made; Countrywide has not advanced funds, or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the Mortgaged Property subject to the Mortgage, directly or
indirectly, for the payment of any amount required by the Mortgage Loan; and
there has been no delinquency of more than thirty (30) days in any payment by
the Mortgagor thereunder during the last twelve (12) months;
(c) TAXES, ASSESSMENTS, INSURANCE PREMIUMS AND OTHER CHARGES.
There are no delinquent taxes, ground rents, or insurance premiums, and
Countrywide has no knowledge of any delinquent water charges, sewer rents,
assessments, leasehold payments, including assessments payable in future
installments or other outstanding charges affecting the related Mortgaged
Property;
(d) NO MODIFICATIONS. The terms of the Mortgage Note and the
Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments that have been or will be recorded or registered
with the MERS System, if necessary to protect the interests of the Purchaser,
and that have been or will be delivered to the Purchaser, all in accordance with
this Agreement. The substance of any such waiver, alteration or modification has
been approved by the primary mortgage guaranty insurer, if any, and by the title
insurer, to the extent required by the related policy and its terms are
reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement approved by
the primary mortgage insurer, if any, and the title insurer, to the extent
required by the policy, and which assumption agreement is part of the Collateral
File and the terms of which are reflected in the Mortgage Loan Schedule if
executed prior to the Closing Date;
(e) NO DEFENSES. The Mortgage Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or defense, including
the defense of usury, nor will the operation of any of the terms of the Mortgage
Note and the Mortgage, or the exercise of any right thereunder, render the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(f) HAZARD AND FLOOD INSURANCE. All buildings upon the
Mortgaged Property are insured by an insurer acceptable to an Agency against
loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, and such insurer is licensed to do business in the state
where the Mortgaged Property is located. All such insurance policies contain a
standard mortgagee clause naming Countrywide, its successors and assigns as
mortgagee, and all premiums thereon have been paid. If, upon the origination of
the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be,
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available), a flood insurance policy that meets the requirements of
the current guidelines of the Federal Insurance Administration (or any successor
thereto) and conforms to the requirements of an Agency is in effect. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's expense and, upon the failure of the Mortgagor to do so, the
holder of the Mortgage is authorized to maintain such insurance at the
Mortgagor's expense and to seek reimbursement herefore from the Mortgagor;
(g) COMPLIANCE WITH APPLICABLE LAW. Each Mortgage Loan,
including any Prepayment Charge or penalty in connection therewith, at the time
of origination complied in all material respects with applicable local, state
and federal laws, and any applicable ordinances, including truth in lending,
real estate settlement procedures, consumer credit protection, equal credit
opportunity, predatory and abusive lending and disclosure laws applicable to the
Mortgage Loan;
(h) NO RELEASE OF MORTGAGE. The Mortgage has not been
satisfied, canceled, subordinated, or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission;
(i) ENFORCEABILITY OF MORTGAGE DOCUMENTS. The Mortgage Note
and the related Mortgage are genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or similar laws;
(j) VALID FIRST OR SECOND LIEN. Each related Mortgage is a
valid, subsisting and enforceable First Lien (with respect to a First Lien
Mortgage Loan) or Second Lien (with respect to a Second Lien Mortgage Loan) on
the related Mortgaged Property, including all improvements on the Mortgaged
Property. The lien of the Mortgage is subject only to:
(i) the lien of current real property taxes and
assessments not yet due and payable;
(ii) covenants, conditions and restrictions, rights
of way, easements and other matters of public record as of the
date of recording that are acceptable to mortgage lending
institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of
the Mortgage Loan and that do not adversely affect the
Appraised Value (as evidenced by an appraisal referred to in
such definition) of the Mortgaged Property set forth in such
appraisal;
(iii) with respect to a Second Lien Mortgage Loan
only, the lien of the first mortgage on the Mortgaged
Property; and
(iv) other matters to which like properties are
commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property;
(k) DISBURSEMENTS OF PROCEEDS. The proceeds of the Mortgage
Loan have been fully disbursed, and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any escrow funds herefore have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and recording the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or
Mortgage;
(l) SOLE OWNER. Countrywide is the sole owner and holder of
the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and Countrywide
has good and marketable title thereto, and has full right to transfer and sell
the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien, pledge, charge, claim or security interest and has full right and
authority subject to no interest or participation of, or agreement with, any
other party, to sell and assign each Mortgage Loan pursuant to the terms of this
Agreement;
(m) TITLE INSURANCE. Each Mortgage Loan that is a First Lien
Mortgage Loan and each Mortgage Loan that is a Second Lien Mortgage Loan with an
original principal balance greater than $100,000, in either case, is covered by
a lender's title insurance policy acceptable to an Agency, issued by a title
insurer acceptable to an Agency and qualified to do business in the jurisdiction
where the related Mortgaged Property is located, insuring (subject to the
exceptions contained in Section 3.02(j)(i), (ii) and (iii) above) Countrywide,
its successors and assigns as to the first or second priority lien of the
Mortgage, as applicable. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or upon
the Mortgaged Property or any interest therein. With respect to any Adjustable
Rate Mortgage Loan, such title insurance policy insures against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage Note providing for adjustment of the Mortgage
Interest Rate and Monthly Payment. Countrywide is the sole insured of such
lender's title insurance policy, and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender's title insurance policy, and no prior holder of the related
Mortgage, including Countrywide, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(n) NO DEFAULT. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration, and Countrywide has not waived any default, breach, violation or
event of acceleration, and with respect to any Second Lien Mortgage Loan,
Countrywide has not received a written notice of default of any senior mortgage
loan related to the Mortgaged Property which has not been cured;
(o) NO MECHANICS' LIENS. There are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
(p) ORIGINATION, SERVICING AND COLLECTION PRACTICES. The
origination, servicing and collection practices used by Countrywide with respect
to each Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing business. With
respect to escrow deposits and Escrow Payments, if any, all such payments are in
the possession of, or under the control of, Countrywide and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due Countrywide have been capitalized under any
Mortgage or the related Mortgage Note. With respect to Adjustable Rate Mortgage
Loans, all Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related Mortgage
Note. Any interest required to be paid pursuant to state and local law has been
properly paid and credited;
(q) NO CONDEMNATION OR DAMAGE. The Mortgaged Property is free
of material damage and waste and there is no proceeding pending for the total or
partial condemnation thereof;
(r) CUSTOMARY AND ENFORCEABLE PROVISIONS. The Mortgage
contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby including
(a) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
and (b) otherwise by judicial foreclosure;
(s) COLLATERAL. The Mortgage Note is not and has not been
secured by any collateral except the lien of the corresponding Mortgage;
(t) APPRAISAL. Unless the Mortgage Loan was underwritten
pursuant to one of Countrywide's streamline documentation programs, the Credit
File contains an appraisal of the related Mortgaged Property signed prior to the
approval of the Mortgage Loan application by an appraiser who meets the minimum
requisite qualifications of an Agency for appraisers, duly appointed by the
originator, that had no interest, direct or indirect in the Mortgaged Property,
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan; the appraisal is in a form acceptable to an Agency, with such
riders as are acceptable to such Agency. All improvements which were considered
in determining the Appraised Value of the related Mortgaged Property lay wholly
within the boundaries and building restriction lines of the Mortgaged Property,
and no improvements on adjoining properties encroach upon the Mortgaged
Property. Each appraisal of the Mortgage Loan was made in accordance with the
relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(u) TRUSTEE FOR DEED OF TRUST. In the event the Mortgage
constitutes a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named
in the Mortgage, and no fees or expenses are or will
become payable by the Purchaser to the trustee under the deed of trust, except
in connection with a trustee's sale after default by the Mortgagor;
(v) PRIVATE MORTGAGE INSURANCE, FHA INSURANCE AND VA
GUARANTEES. Each Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage
Loan underwritten in accordance with sub-prime credit underwriting guidelines
(as any such Mortgage Loans may be identified in the Mortgage Loan Schedule),
with an LTV at origination in excess of eighty percent (80%) is and will be
subject to a PMI Policy, which insures that portion of the Mortgage Loan over
seventy-five percent (75%) of the Appraised Value of the related Mortgaged
Property. All provisions of such PMI Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such PMI Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums and
charges in connection therewith or, in the case of a lender paid mortgage
insurance policy, the premiums and charges are included in the Mortgage Interest
Rate for the Mortgage Loan. Each Government Mortgage Loan either has, or will
have in due course, a valid and enforceable MIC or LGC, as applicable and, in
each case, all premiums due thereunder have been paid;
(w) LAWFULLY OCCUPIED. At origination, to the best of
Countrywide's knowledge as of the Closing Date, the Mortgaged Property is
lawfully occupied under applicable law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the same
including certificates of occupancy, have been made or obtained from the
appropriate authorities;
(x) ASSIGNMENT OF MORTGAGE. Except for the absence of
recording information, the Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The original Mortgage was or is being recorded
and, unless the Mortgage Loan is subject to the MERS System, all subsequent
assignments of the original Mortgage (other than the assignment to Purchaser)
have been recorded in the appropriate jurisdiction wherein such recordation is
necessary to perfect the lien thereof against creditors of Countrywide, or is in
the process of being recorded;
(y) CONSOLIDATION OF FUTURE ADVANCES. Any future advances made
to the Mortgagor prior to the Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term.
The consolidated principal amount does not exceed the original principal amount
of the Mortgage Loan;
(z) FORM OF MORTGAGE NOTE AND MORTGAGE. The Mortgage Note and
Mortgage are on forms acceptable to an Agency;
(aa) SECTION 32 LOANS. No Mortgage Loan is (a) subject to the
provisions of the Homeownership and Equity Protection Act of 1994 as amended
("HOEPA"), (b) a "high cost" mortgage loan, "high risk" mortgage loan; "covered"
mortgage loan or "predatory" mortgage loan or a similarly classified mortgage
loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and /or fees, no
matter how defined, under any federal, state or local law or ordinance,
including, without limitation, Section 6-L of the New York Banking Law or (c)
subject to any comparable federal, state or local statutes or regulations,
including, without limitation, the provisions of the Georgia Fair Lending Act or
any other statute or regulation providing assignee liability to holders of such
mortgage loans;
(bb) ORIGINATOR SUPERVISION. The Mortgage Loan was originated
by Countrywide or by a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a federal or state authority, or
by a mortgagee approved as such by the Secretary of HUD;
(cc) FORECLOSURE; BANKRUPTCY. The Mortgaged Property has not
been subject to any bankruptcy proceeding or foreclosure proceeding and the
Mortgagor has not filed for protection under applicable bankruptcy laws. There
is no homestead or other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage. Countrywide has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers and Sailors Civil
Relief Act of 1940;
(dd) PAYMENT SOURCE; BUYDOWN. No Mortgage contains provisions
pursuant to which Monthly Payments are (a) paid or partially paid with funds
deposited in any separate account established by the Seller, the Mortgagor, or
anyone on behalf of the Mortgagor, (b) paid by any source other than the
Mortgagor or (c) contains any other similar provisions which may constitute a
"buydown" provision. The Mortgage Loan is not a graduated payment mortgage loan
and the Mortgage Loan does not have a shared appreciation or other contingent
interest feature;
(ee) CONSTRUCTION; EXCHANGE. No Mortgage Loan was made solely
in connection with (a) the construction or rehabilitation of a Mortgaged
Property or (b) facilitating the trade-in or exchange of a Mortgaged Property.
(ff) INVESTMENT. Countrywide has no knowledge of any
circumstances or condition with respect to the Mortgage, the Mortgaged Property,
the Mortgagor, or the Mortgagor's credit standing that can reasonably be
expected to cause the Mortgage Loan to be an unacceptable investment, cause the
Mortgage Loan to become delinquent, or materially and adversely affect the value
of the Mortgage Loan.
(gg) ACCRUAL METHOD. Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of twelve 30-day months;
and
(hh) LENDING PRACTICES. No predatory, abusive or deceptive
lending practices, including, but not limited to, the extension of credit to the
Mortgagor without regard for the Mortgagor's ability to repay the Mortgage Loan
and the extension of credit to the Mortgagor which has no apparent benefit to
the Mortgagor, were employed by the originator of the Mortgage Loan in
connection with the origination of the Mortgage Loan;
(ii) PREPAYMENT CHARGES. Each Prepayment Charge or penalty
with respect to any Mortgage Loan is permissible, enforceable and collectible
under applicable federal, state and local law;
(jj) NO ADVERSE SELECTION. The Mortgage Loans were not
selected from the outstanding one to four-family mortgage loans in Countrywide's
portfolio at the related Closing Date as to which the representations and
warranties set forth in this Agreement could be made in a manner so as to affect
adversely the interests of the Purchaser;
(kk) DUE ON SALE. The Mortgage contains an enforceable
provision for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the Mortgaged Property is sold or
transferred without the prior written consent of the Mortgagee thereunder;
(ll) LEGAL CAPACITY. To the best of Countrywide's knowledge,
all parties to the Mortgage Note and the Mortgage had legal capacity to enter
into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties. The Mortgagor is a natural person;
(mm) DOING BUSINESS. Countrywide is, and to the best of
Countrywide's knowledge, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, hereof or otherwise, are (or, during the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable "doing business" and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;
(nn) INTEREST RATES; AMORTIZATION. Except for a Mortgage Loan,
the Monthly Payment of which consists of interest only for a specified period of
time (and which Mortgage Loan is identified on the Mortgage Loan Schedule),
principal payments on the Mortgage Loan commenced no more than sixty days after
the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears
interest at the Mortgage Interest Rate. With respect to each Mortgage Loan other
than an interest-only Mortgage Loan or Balloon Mortgage Loan, the Mortgage Note
is payable on the first day of each month in Monthly Payments, which, in the
case of a Fixed Rate Mortgage Loan, is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage
Loan, is changed on each Adjustment Date and is sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. With respect to each Mortgage Loan
identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the
interest-only period shall not exceed the period specified on the Mortgage Loan
Schedule and, following the expiration of such interest-only period, the
remaining Monthly Payments shall be sufficient to fully amortize the original
principal balance over the remaining term of the Mortgage Loan. With respect to
each Balloon Mortgage Loan, the Mortgage Note requires Monthly Payments
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate but
requires a final Monthly Payment which is substantially greater than the
penultimate Monthly Payment and sufficient to repay the remaining unpaid
principal balance of the Balloon Mortgage Loan on the Due Date of such final
Monthly Payment;
(oo) UNDERWRITING STANDARDS. The Mortgage Loan was
underwritten in accordance with the underwriting standards of Countrywide in
effect at the time the Mortgage Loan was originated;
(pp) DISCLOSURES. The Mortgagor has received all disclosure
materials required by applicable law with respect to the making of fixed rate
mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate
mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission
materials with respect to Refinanced Mortgage Loans, and such statement is and
will remain in the Mortgage File;
(qq) NO FRAUD. No error, omission, misrepresentation, fraud or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of Countrywide or, to the best of Countrywide's knowledge, any other person,
including without limitation the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the origination of the Mortgage Loan
or in the application of any insurance in relation to such Mortgage Loan;
(rr) CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(ss) NO CREDIT LIFE. No Mortgagor was required to purchase any
credit life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as a condition to closing
such Mortgage Loan;
(tt) DISCLOSURE OF FEES AND CHARGES. All fees and charges
(including finance charges), whether or not financed, assessed, collected or to
be collected in connection with the origination and servicing of a Mortgage
Loan, have been disclosed in writing to the Mortgagor in accordance with
applicable state and federal law and regulation;
(uu) COMPLIANCE WITH CONSUMER CREDIT STATUTES. The Mortgage
Loan complies with all applicable consumer credit statutes and regulations,
including, without limitation, the respective Uniform Consumer Credit Code laws
in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South
Carolina, Utah and Wyoming, has been originated by a properly licensed entity,
and in all other respects, complies with all of the material requirements of any
such applicable laws;
(vv) NO COOPS, COMMERCIAL PROPERTY OR MOBILE HOMES. No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property, and no Mortgage Loan is a manufactured or mobile home;
(ww) FAIR CREDIT REPORTING. Countrywide has fully furnished
and will continue to furnish, in accordance with the Fair Credit Reporting Act
and its implementing regulations (the "FCRA"), accurate and complete information
(i.e., favorable and unfavorable) on its Mortgagor
credit files to Equifax, Experian, and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis, and will fully furnish,
in accordance with the FCRA, accurate and complete information (i.e., favorable
and unfavorable) on its mortgagor credit files to Equifax, Experian, and Trans
Union Credit Information Company, on a monthly basis;
(xx) PRIVACY. With regard to each Mortgagor, Countrywide shall
at all times comply with all laws and regulations regarding use, disclosure and
safeguarding of any and all customer information, including without limitation
the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act, the Fair Credit Reporting Act and Regulation P.
Countrywide has implemented or will implement appropriate measures designed to
meet the objectives of the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information, 12 CFR Part 30 Appendix B, and has been and
continues to be engaged in reviewing its information security program, training
of staff, and testing of controls, systems and procedures as required by those
guidelines;
(yy) ANTI-MONEY LAUNDERING LAWS. Countrywide has complied with
all applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money Laundering
Laws"); Countrywide has established an anti-money laundering compliance program
as required by the Anti-Money Laundering Laws, has conducted the requisite due
diligence in connection with the origination of each Mortgage Loan for purposes
of the Anti-Money Laundering Laws, including with respect to the legitimacy of
the applicable Mortgagor and the origin of the assets used by the said Mortgagor
to purchase the property in question, and maintains, and will maintain,
sufficient information to identify the applicable Mortgagor for purposes of the
Anti-Money Laundering Laws;
(zz) OFAC. No Mortgage Loan is subject to nullification
pursuant to Executive Order 13224, an no Mortgagor is subject to the provisions
of such Executive Order;
(aaa) MOM LOANS; ASSIGNMENTS. With respect to each MOM Loan, a
MIN has been assigned by MERS and such MIN is accurately provided on the
Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly
and properly recorded, or has been delivered for recording to the applicable
recording office;
(bbb) MOM LOANS; NO NOTICES OF LIENS. With respect to each MOM
Loan, Countrywide has not received any notice of liens or legal actions with
respect to such Mortgage Loan and no such notices have been electronically
posted by MERS;
(ccc) The Mortgage Note (or lost note affidavit with market
standard indemnification), the Mortgage, the assignment of Mortgage and any
other documents required to be delivered with respect to each Mortgage Loan have
been delivered to the Purchaser all in compliance with the specific requirements
of this Agreement. With respect to each Mortgage Loan, Countrywide is in
possession of a complete Credit File except for such documents as have been
delivered to the Purchaser or as otherwise permitted under this Agreement. No
more than 2% of the related Mortgage Loan Package may consist of lost note
affidavits in lieu of Mortgage Notes; and
(ddd) Immediately prior to the payment of the Purchase Price
for each Mortgage Loan, Countrywide was the owner of the related Mortgage and
the indebtedness evidenced by the related Mortgage Note and upon the payment of
the Purchase Price by the Purchaser, in the
event that Countrywide or one of its affiliates retains record title,
Countrywide or such affiliate shall retain such record title to each Mortgage,
each related Mortgage Note and the related Mortgage Files with respect thereto
in trust for the Purchaser as the owner thereof and only for the purpose of
servicing and supervising or facilitating the servicing of each Mortgage Loan.
EXHIBIT B
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE ▇▇▇▇▇ MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the ▇▇▇▇▇ Mortgage Loans
sold by the Seller to the Purchaser, all capitalized terms in this Exhibit B
shall have the meanings ascribed to them in the ▇▇▇▇▇ Servicing Agreement.
(a) MORTGAGE LOANS AS DESCRIBED. The information set forth in
the Mortgage Loan Schedule and the information contained on the electronic Data
File, delivered to the Purchaser is true and correct;
(b) PAYMENTS CURRENT. All payments required to be made up to
the Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note have
been made and credited. No payment under any Mortgage Loan has been 30 days
delinquent more than one time within twelve months prior to the Closing Date;
(c) NO OUTSTANDING CHARGES. There are no defaults in complying
with the terms of the Mortgages, and all taxes, governmental assessments,
insurance premiums, leasehold payments, water, sewer and municipal charges,
which previously became due and owing have been paid, or an escrow of funds has
been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable. The
Company has not advanced funds, or induced, or solicited directly or indirectly,
the payment of any amount required under the Mortgage Loan, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by one
month the Due Date of the first installment of principal and interest;
(d) ORIGINAL TERMS UNMODIFIED. The terms of the Mortgage Note
and Mortgage have not been impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded or registered with the
MERS System, if necessary, to protect the interests of the Purchaser and which
has been delivered to the Custodian. The substance of any such waiver,
alteration or modification has been approved by the issuer of any related PMI
Policy and the title insurer, to the extent required by the policy, and its
terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been
released, in whole or in part, except in connection with an assumption agreement
approved by the issuer of any related PMI Policy and the title insurer, to the
extent required by the policy, and which assumption agreement is part of the
Mortgage File delivered to the Custodian and the terms of which are reflected in
the Mortgage Loan Schedule;
(e) NO DEFENSES. The Mortgage Loan is not subject to any right
of rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(f) NO SATISFACTION OF MORTGAGE. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
satisfaction, release, cancellation, subordination or rescission;
(g) VALIDITY OF MORTGAGE DOCUMENTS. The Mortgage Note and the
Mortgage and related documents are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its
terms. All parties to the Mortgage Note and the Mortgage had legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties.
With respect to each Cooperative Loan, the Mortgage Note, the
Mortgage, the Pledge Agreement, and related documents are genuine, and each is
the legal, valid and binding obligation of the maker thereof enforceable in
accordance with its terms. All parties to the Mortgage Note, the Mortgage, the
Pledge Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement
and the Assignment of Proprietary Lease had legal capacity to enter into the
Mortgage Loan and to execute and deliver such documents, and such documents have
been duly and properly executed by such parties;
(h) NO FRAUD. No error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of the Company, or the Mortgagor, or to the best of the
Company's knowledge, any appraiser, any builder, or any developer, or any other
party involved in the origination of the Mortgage Loan or in the application of
any insurance in relation to such Mortgage Loan;
(i) COMPLIANCE WITH APPLICABLE LAWS. Any and all requirements
of any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity, disclosure or predatory and abusive lending laws
applicable to the Mortgage Loan have been complied with. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(j) LOCATION AND TYPE OF MORTGAGED PROPERTY. The Mortgaged
Property is located in the state identified in the Mortgage Loan Schedule and
consists of a contiguous parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an individual
condominium unit in a condominium project, or a Cooperative Apartment, or an
individual unit in a planned unit development or a townhouse, provided, however,
that any condominium project or planned unit development shall conform with the
applicable ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac requirements, or the Underwriting
Guidelines, regarding such dwellings, and no residence or dwelling is a
leasehold, mobile home. As of the respective appraisal date for each Mortgaged
Property, any Mortgaged Property being used for commercial purposes conforms to
the Underwriting Guidelines and, to the best of the Company's knowledge,
since the date of such appraisal, no portion of the Mortgaged Property has been
used for commercial purposes outside of the Underwriting Guidelines;
(k) VALID FIRST LIEN. The Mortgage is a valid, subsisting and
enforceable first lien on the Mortgaged Property, including all buildings on the
Mortgaged Property and all installations and mechanical, electrical, plumbing,
heating and air conditioning systems located in or annexed to such buildings,
and all additions, alterations and replacements made at any time with respect to
the foregoing. The lien of the Mortgage is subject only to:
(i) the lien of current real property taxes and
assessments not yet due and payable;
(ii) covenants, conditions and restrictions, rights
of way, easements and other matters of the public record as of
the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of
the Mortgage Loan and (i) referred to or otherwise considered
in the appraisal made for the originator of the Mortgage Loan
and (ii) which do not adversely affect the Appraised Value of
the Mortgaged Property set forth in such appraisal; and
(iii) other matters to which like properties are
commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the
mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first lien and first
priority security interest on the property described therein and the Company has
full right to sell and assign the same to the Purchaser.
With respect to each Cooperative Loan, each Pledge Agreement
creates a valid, enforceable and subsisting first security interest in the
Cooperative Shares and Proprietary Lease, subject only to (i) the lien of the
related Cooperative for unpaid assessments representing the Mortgagor's pro rata
share of the Cooperative's payments for its blanket mortgage, current and future
real property taxes, insurance premiums, maintenance fees and other assessments
to which like collateral is commonly subject and (ii) other matters to which
like collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated or
otherwise subject to the lien of any mortgage on the Project;
(l) FULL DISBURSEMENT OF PROCEEDS. The proceeds of the
Mortgage Loan have been fully disbursed, except for escrows established or
created due to seasonal weather conditions, and there is no requirement for
future advances thereunder. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under the
Mortgage Note or Mortgage;
(m) CONSOLIDATION OF FUTURE ADVANCES. Any future advances made
prior to the Cut-off Date, have been consolidated with the outstanding principal
amount secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term reflected
on the Mortgage Loan Schedule. The lien of the Mortgage securing the
consolidated principal amount is expressly insured as having first lien priority
by a title insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence acceptable to
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; the consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan; the Company shall not make
future advances after the Cut-off Date;
(n) OWNERSHIP. The Company is the sole owner of record and
holder of the Mortgage Loans and the related Mortgage Note and the Mortgage are
not assigned or pledged, and the Company has good and marketable title thereto
and has full right and authority to transfer and sell the Mortgage Loan to the
Purchaser. The Company is transferring the Mortgage Loan free and clear of any
and all encumbrances, liens, pledges, equities, participation interests, claims,
charges or security interests of any nature encumbering such Mortgage Loan;
(o) ORIGINATION/DOING BUSINESS. The Mortgage Loan was
originated by a savings and loan association, a savings bank, a commercial bank,
a credit union, an insurance company, or similar institution that is supervised
and examined by a federal or state authority or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) organized under the
laws of such state, or (3) qualified to do business in such state, or (4)
federal savings and loan associations or national banks having principal offices
in such state, or (5) not doing business in such state;
(p) LTV, PMI POLICY. No Mortgage Loan has a LTV greater than
95%. If the original LTV of the Mortgage Loan was greater than 80%, the excess
over 78% is and will be insured as to payment defaults by a PMI Policy until
terminated pursuant to the Homeowners Protection Act of 1998, 12 USC ss.4901, et
seq. All provisions of such PMI Policy have been and are being complied with,
such policy is in full force and effect, and all premiums due thereunder have
been paid. The Qualified Insurer has a claims paying ability acceptable to
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac. Any Mortgage Loan subject to a PMI Policy obligates
the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and
charges in connection therewith. The Mortgage Interest Rate for the Mortgage
Loan as set forth on the Mortgage Loan Schedule is net of any such insurance
premium;
(q) TITLE INSURANCE. The Mortgage Loan is covered by an ALTA
lender's title insurance policy (or in the case of any Mortgage Loan secured by
a Mortgaged Property located in a jurisdiction where such policies are generally
not available, an opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance) or other generally acceptable form of
policy of insurance acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, issued by a title
insurer acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and qualified to do business in
the jurisdiction where the Mortgaged Property is located, insuring the Company,
its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and
(3) of Paragraph (k) of this Section 3.02, and against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender's title insurance policy includes no
exceptions regarding ingress, egress or encroachments that impact the value or
the marketability of the Mortgaged Property. The Company is the sole insured of
such lender's title insurance policy, and such lender's title insurance policy
is in full force and effect and will be in force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims have
been made under such lender's title insurance policy, and no prior holder of the
Mortgage, including the Company, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(r) NO DEFAULTS. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration;
(s) NO MECHANICS' LIENS. There are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage which are not insured against
by the title insurance policy referenced in Paragraph (q) above;
(t) LOCATION OF IMPROVEMENTS; NO ENCROACHMENTS. Except as
insured against by the title insurance policy referenced in Paragraph (q) above,
all improvements which were considered in determining the Appraised Value of the
Mortgaged Property lay wholly within the boundaries and building restriction
lines of the Mortgaged Property and no improvements on adjoining properties
encroach upon the Mortgaged Property. No improvement located on or being part of
the Mortgaged Property is in violation of any applicable zoning law or
regulation;
(u) PAYMENT TERMS. Except with respect to the Interest Only
Mortgage Loans, principal payments commenced no more than 60 days after the
funds were disbursed to the Mortgagor in connection with the Mortgage Loan. The
Mortgage Loans have an original term to maturity of not more than 30 years, with
interest payable in arrears on the first day of each month. As to each
adjustable rate Mortgage Loan on each applicable Adjustment Date, the Mortgage
Interest Rate will be adjusted to equal the sum of the Index plus the applicable
Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by
the Mortgage Note; provided that the Mortgage Interest Rate will not increase or
decrease by more than the Periodic Interest Rate Cap on any Adjustment Date, and
will in no event exceed the maximum Mortgage Interest Rate or be lower than the
minimum Mortgage Interest Rate listed on the Mortgage Loan Schedule for such
Mortgage Loan. As to each adjustable rate Mortgage Loan that is not an Interest
Only Mortgage Loan, each Mortgage Note requires a monthly payment which is
sufficient, during the period prior to the first adjustment to the Mortgage
Interest Rate, to fully amortize the outstanding principal balance as of the
first day of such period over the then remaining term of such Mortgage Note and
to pay interest at the related Mortgage Interest Rate.
As to each adjustable rate Mortgage Loan, if the related Mortgage Interest Rate
changes on an Adjustment Date or, with respect to an Interest Only Mortgage
Loan, on an Adjustment Date following the related interest only period, the then
outstanding principal balance will be reamortized over the remaining life of
such Mortgage Loan. No Mortgage Loan contains terms or provisions which would
result in negative amortization;
(v) CUSTOMARY PROVISIONS. The Mortgage and related Mortgage
Note contain customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including,
(i) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
and (ii) otherwise by judicial foreclosure. There is no homestead or other
exemption available to a Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage;
(w) OCCUPANCY OF THE MORTGAGED PROPERTY. As of the date of
origination, the Mortgaged Property was in good repair and was lawfully occupied
under applicable law;
(x) NO ADDITIONAL COLLATERAL. The Mortgage Note is not and has
not been secured by any collateral, pledged account or other security except the
lien of the corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage referred to in Paragraph (k) above;
(y) DEEDS OF TRUST. In the event the Mortgage constitutes a
deed of trust, a trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the Mortgagee to
the trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;
(z) ACCEPTABLE INVESTMENT. The Company has no knowledge of any
circumstances or conditions with respect to the Mortgage Loan, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause private institutional investors to regard the Mortgage Loan
as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;
(aa) TRANSFER OF MORTGAGE LOANS. If the Mortgage Loan is not a
MERS Mortgage Loan, the Assignment of Mortgage, upon the insertion of the name
of the assignee and recording information, is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(bb) MORTGAGED PROPERTY UNDAMAGED. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the premises
were intended;
(cc) COLLECTION PRACTICES; ESCROW DEPOSITS. The origination,
servicing and collection practices used with respect to the Mortgage Loan have
been in accordance with Accepted Servicing Practices, and have been in all
material respects legal and proper. With
respect to escrow deposits and Escrow Payments, all such payments are in the
possession of the Company and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made. All Escrow Payments have been collected in full compliance with state and
federal law. No escrow deposits or Escrow Payments or other charges or payments
due the Company have been capitalized under the Mortgage Note;
(dd) NO CONDEMNATION. There is no proceeding pending or to the
best of the Company's knowledge threatened for the total or partial condemnation
of the related Mortgaged Property;
(ee) THE APPRAISAL. The Mortgage Loan Documents include an
appraisal, with the exception of any Time$aver(R) Mortgage Loan (which at the
original origination were on form 1004 or form 2055 with interior inspections),
of the related Mortgaged Property. The appraisal was conducted by an appraiser
who had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof; and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and the appraisal and the
appraiser both satisfy the applicable requirements of Title XI of the Financial
Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated;
(ff) INSURANCE. The Mortgaged Property securing each Mortgage
Loan is insured by an insurer acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac against
loss by fire and such hazards as are covered under a standard extended coverage
endorsement and such other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance policies conforming to the
requirements of Section 4.10, in an amount which is not less than the lesser of
100% of the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the minimum
amount necessary to fully compensate for any damage or loss on a replacement
cost basis. If the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project. If the
improvements on the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of (A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value and (C) the maximum amount of insurance which was available
under the Flood Disaster Protection Act of 1973, as amended. All individual
insurance policies contain a standard mortgagee clause naming the Company and
its successors and assigns as mortgagee, and all premiums thereon have been
paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard
insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain and maintain
such insurance at such Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. The hazard insurance policy is the valid and
binding obligation of the insurer, is in full force and effect, and will be in
full force and effect and inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated by this Agreement. The Company has
not acted or failed to act so as to impair the coverage of any such insurance
policy or the validity, binding effect and enforceability thereof;
(gg) SERVICEMEMBERS CIVIL RELIEF ACT. The Mortgagor has not
notified the Company, and the Company has no knowledge of any relief requested
or allowed to the Mortgagor under the Servicemembers Civil Relief Act, as
amended;
(hh) NO BALLOON PAYMENTS, GRADUATED PAYMENTS OR CONTINGENT
INTERESTS. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature. No Mortgage Loan has a balloon payment feature;
(ii) NO CONSTRUCTION LOANS. No Mortgage Loan was made in
connection with (i) the construction or rehabilitation of a Mortgage Property or
(ii) facilitating the trade-in or exchange of a Mortgaged Property other than a
construction-to-permanent loan which has converted to a permanent Mortgage Loan;
(jj) UNDERWRITING. Each Mortgage Loan was underwritten in
accordance with the underwriting guidelines of the Company; and the Mortgage
Note and Mortgage are on forms acceptable to ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae;
(kk) BUYDOWN MORTGAGE LOANS. With respect to each Mortgage
Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such
Mortgage Loan, the Company and the Mortgagor, or the Company,
the Mortgagor and the seller of the Mortgaged Property or a
third party entered into a Buydown Agreement. The Buydown
Agreement provides that the seller of the Mortgaged Property
(or third party) shall deliver to the Company temporary
Buydown Funds in an amount equal to the aggregate undiscounted
amount of payments that, when added to the amount the
Mortgagor on such Mortgage Loan is obligated to pay on each
Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due
on such Mortgage Loan. The temporary Buydown Funds enable the
Mortgagor to qualify for the Buydown Mortgage Loan. The
effective interest rate of a Buydown Mortgage Loan if less
than the interest rate set forth in the related Mortgage Note
will increase within the Buydown Period as provided in the
related Buydown Agreement so that the effective interest rate
will be equal to the interest rate as set forth in the related
Mortgage Note. The Buydown Mortgage Loan satisfies the
requirements of ▇▇▇▇▇▇ ▇▇▇ guidelines;
(ii) The Mortgage and Mortgage Note reflect the
permanent payment terms rather than the payment terms of the
Buydown Agreement. The Buydown Agreement provides for the
payment by the Mortgagor of the full amount of the Monthly
Payment on any Due Date that the Buydown Funds are available.
The Buydown Funds were not used to reduce the original
principal balance of the Mortgage Loan or to increase the
Appraised Value of the Mortgage Property when calculating the
Loan-to-Value Ratios for purposes of the Agreement and, if the
Buydown Funds were provided by the Company and if required
under ▇▇▇▇▇▇
Mae and ▇▇▇▇▇▇▇ Mac guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged
Property;
(iii) The Buydown Funds may not be refunded to the
Mortgagor unless the Mortgagor makes a principal payment for
the outstanding balance of the Mortgage Loan;
(iv) As of the date of origination of the Mortgage
Loan, the provisions of the related Buydown Agreement complied
with the requirements of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac regarding
buydown agreements;
(ll) COOPERATIVE LOANS. With respect to each Cooperative Loan:
(i) The Cooperative Shares are held by a person as a
tenant-stockholder in a Cooperative. Each original UCC
financing statement, continuation statement or other
governmental filing or recordation necessary to create or
preserve the perfection and priority of the first lien and
security interest in the Cooperative Loan and Proprietary
Lease has been timely and properly made. Any security
agreement, chattel mortgage or equivalent document related to
the Cooperative Loan and delivered to Purchaser or its
designee establishes in Purchaser a valid and subsisting
perfected first lien on and security interest in the Mortgaged
Property described therein, and Purchaser has full right to
sell and assign the same. The Proprietary Lease term expires
no less than five years after the Mortgage Loan term or such
other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac;
(ii) A Cooperative Lien Search has been made by a
company competent to make the same which company is acceptable
to ▇▇▇▇▇▇ Mae and qualified to do business in the jurisdiction
where the Cooperative is located;
(iii) (a) The term of the related Proprietary Lease
is not less than the terms of the Cooperative Loan; (b) there
is no provision in any Proprietary Lease which requires the
Mortgagor to offer for sale the Cooperative Shares owned by
such Mortgagor first to the Cooperative; (c) there is no
prohibition in any Proprietary Lease against pledging the
Cooperative Shares or assigning the Proprietary Lease; (d) the
Cooperative has been created and exists in full compliance
with the requirements for residential cooperatives in the
jurisdiction in which the Project is located and qualifies as
a cooperative housing corporation under Section 210 of the
Code; (e) the Recognition Agreement is on a form published by
Aztech Document Services, Inc. or includes similar provisions;
and (f) the Cooperative has good and marketable title to the
Project, and owns the Project either in fee simple or under a
leasehold that complies with the requirements of the ▇▇▇▇▇▇
Mae Guidelines; such title is free and clear of any adverse
liens or encumbrances, except the lien of any blanket
mortgage;
(iv) The Company has the right under the terms of the
Mortgage Note, Pledge Agreement and Recognition Agreement to
pay any maintenance charges or assessments owed by the
Mortgagor;
(v) Each Stock Power (i) has all signatures
guaranteed or (ii) if all signatures are not guaranteed, then
such Cooperative Shares will be transferred by the stock
transfer agent of the Cooperative if the Company undertakes to
convert the ownership of the collateral securing the related
Cooperative Loan.
(mm) HOEPA. No Mortgage Loan is classified as a "high cost"
mortgage loan under the Home Ownership and Equity Protection Act of 1994, as
amended, and no Mortgage Loan is considered a "high cost home," "threshold,"
"covered" (excluding home loans defined as "covered home loans" in the New
Jersey Home Ownership Security Act of 2002 that were originated between November
26, 2003, and July 7, 2004), or "high risk home" loan under any other applicable
state, federal or local law;
(nn) ANTI-MONEY LAUNDERING LAWS. The Company has complied with
all applicable anti-money laundering laws and regulations, (the "Anti-Money
Laundering Laws"), and has established an antimony laundering compliance program
as required by the Anti-Money Laundering Laws;
(oo) BANKRUPTCY. No Mortgagor was a debtor in any state or
federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was
closed and the proceeds of the Mortgage Loan were distributed;
(pp) DUE ON SALE. The Mortgage or Mortgage Note contains an
enforceable provision, to the extent not prohibited by federal law, for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the Mortgagee thereunder, provided that, with respect
to Mortgage Notes which bear an adjustable rate of interest, such provision
shall not be enforceable if the Mortgagor causes to be submitted to the Company
to evaluate the intended transferee as if a new Mortgage Loan were being made to
such transferee, and the Company reasonably determines that the security will
not be impaired by such Mortgage Loan assumption and that the risk of breach of
any covenant or agreement in such Mortgage is acceptable to the Purchaser;
(qq) CREDIT REPORTING. With respect to each Mortgage Loan, the
Company has furnished complete information on the related borrower credit files
to Equifax, Experian and Trans Union Credit Information Company, in accordance
with the Fair Credit Reporting Act and its implementing regulations;
(rr) DELIVERY OF MORTGAGE FILES. The Mortgage Loan Documents
required to be delivered by the Company have been delivered to the Custodian.
The Company is in possession of a complete, true and accurate Mortgage File in
compliance with Exhibit B, except for such documents the originals of which have
been delivered to the Custodian or for such documents where the originals of
which have been sent for recordation;
(ss) SINGLE PREMIUM CREDIT LIFE INSURANCE. No Mortgagor has
been offered or required to purchase single premium credit insurance in
connection with the origination of the Mortgage Loan;
(tt) PAYMENT IN FULL. The Company had no knowledge, at the
time of origination of the Mortgage Loan, of any fact that should have led it to
expect that such Mortgage Loan would not be paid in full when due; and
(uu) MERS MORTGAGE LOANS. With respect to each MERS Mortgage
Loan, a MIN has been assigned to the Mortgage Loan, the MIN appears on the
Mortgage or related Assignment of Mortgage to MERS, the Mortgage or the related
Assignment of Mortgage to MERS has been duly and properly recorded on MERS, and
the transfer to the Purchaser has been properly reflected in the MERS System
pursuant to the Purchaser's registration instructions.
EXHIBIT C
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE QUICKEN MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the Quicken Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit
C shall have the meanings ascribed to them in the Quicken Servicing Agreement.
(a) The information set forth in the related Mortgage Loan
Schedule is complete, true and correct;
(b) The Mortgage Loan is in compliance with all requirements
set forth in the related Confirmation, and the characteristics of the related
Mortgage Loan Package as set forth in the related Confirmation are true and
correct;
(c) All payments required to be made up to the close of
business on the Closing Date for such Mortgage Loan under the terms of the
Mortgage Note have been made. The Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment
of any amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;
(d) There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
(e) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office or registered
with the MERS System if necessary to maintain the lien priority of the Mortgage,
and which have been delivered to the Purchaser or its designee; the substance of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an assumption agreement approved by the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Purchaser or its designee and the terms of which are
reflected in the related Mortgage Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto. Each Prepayment Charge or penalty with respect to any Mortgage
Loan is permissible, enforceable and collectible under applicable federal, state
and local law;
(g) All buildings upon the Mortgaged Property are insured by
an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, pursuant to insurance policies conforming to the
requirements of FNMA or FHLMC. All such insurance policies contain a standard
mortgagee clause naming the Seller, its successors and assigns as mortgagee and
all premiums thereon have been paid. If the Mortgaged Property is in an area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of FNMA or FHLMC. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or local
law including, without limitation, usury, truth in lending, real estate
settlement procedures, predatory and abusive lending, consumer credit
protection, equal credit opportunity, fair housing or disclosure laws applicable
to the origination and servicing of mortgage loans of a type similar to the
Mortgage Loans have been complied with;
(i) The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(j) The Mortgage is a valid, existing and enforceable first or
second (as indicated on the Mortgage Loan Schedule) lien on the Mortgaged
Property, including all improvements on the Mortgaged Property subject only to
(a) the lien of current real property taxes and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording being
acceptable to mortgage lending institutions generally and specifically referred
to in the lender's title insurance policy delivered to the originator of the
Mortgage Loan and which do not adversely affect the Appraised Value of the
Mortgaged Property, (c) to the extent the Mortgage Loan is a second lien
Mortgage Loan, the related first lien on the Mortgaged Property; and (d) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and
creates a valid, existing and enforceable first or second (as indicated on the
Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
Loan Schedule) priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
(k) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as such enforcement may be
limited by bankruptcy;
(l) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been
duly and properly executed by such parties. The Mortgagor is a natural person;
(m) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
(n) The Seller is the sole legal, beneficial and equitable
owner of the Mortgage Note and the Mortgage and has full right to transfer and
sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest;
(o) All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) in material
compliance with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is located
(or were otherwise exempt from such requirements under applicable law);
(p) The Mortgage Loan is covered by an American Land Title
Association ("ALTA") lender's title insurance policy (which, in the case of an
Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the
form of ALTA 6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring (subject to the exceptions
contained in (x)(a) and (b) above) the Seller, its successors and assigns as to
the first or second (as indicated on the Mortgage Loan Schedule) priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and, with
respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender's title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and against
encroachments by or upon the Mortgaged Property or any interest therein. The
Seller is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(q) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach, violation or
event of acceleration. With respect to each second lien mortgage loan (i) the
first lien mortgage loan is in full force and effect, (ii) there is no default,
breach, violation or event of acceleration existing under such first lien
mortgage or the related mortgage note, (iii) no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration thereunder, and
either (A) the first lien mortgage contains a provision which allows or (B)
applicable law requires, the mortgagee under the second lien Mortgage Loan to
receive notice of, and affords such mortgagee an opportunity to cure any default
by payment in full or otherwise under the first lien mortgage;
(r) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding that
under law could give rise to such lien) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(s) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;
(t) As of the origination of the Mortgage Loan, no improvement
located on the Mortgaged Property was in violation of any applicable zoning or
subdivision laws or ordinances;
(u) The Mortgage Loan was originated by the Seller or by a
savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved as such by the Secretary
of HUD pursuant to Section 203 and 211 of the National Housing Act;
(v) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgage Loan were disbursed. The
Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each
Mortgage Loan, the Mortgage Note is payable on the first day of each month in
Monthly Payments, which, other than with respect to a Balloon Mortgage Loan, in
the case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Confirmation. With respect to each Balloon Mortgage Loan, the Mortgage Note
requires a monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate and requires a final Monthly Payment
substantially greater than the preceding monthly payment which is sufficient
to repay the remained unpaid principal balance of the Balloon Mortgage Loan as
of the Due Date of such monthly payment. The Mortgage Note does not permit
negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(w) The origination and collection practices used by the
Seller with respect to each Mortgage Note and Mortgage have been in all respects
legal, proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;
(x) The Mortgaged Property is in good repair and is free of
damage and waste and there is no proceeding pending for the total or partial
condemnation thereof;
(y) The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. The Mortgaged Property has not been subject to any
bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed
for protection under applicable bankruptcy laws. There is no homestead or other
exemption available to the Mortgagor which would interfere with the right to
sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. The Mortgagor has not notified the Seller and the Seller has no
knowledge of any relief requested or allowed to the Mortgagor under the
Servicemembers' Civil Relief Act;
(z) The Mortgage Loan was underwritten in accordance with the
underwriting standards of the Seller in effect at the time the Mortgage Loan was
originated which underwriting standards satisfy the standards of FNMA or FHLMC;
and the Mortgage Note and Mortgage are on forms acceptable to FNMA or FHLMC;
(aa) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (xi) above;
(bb) The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of FNMA or FHLMC, was on
appraisal form 1004 or form 2055 with an interior inspection with respect to
each first lien Mortgage Loan, and on appraisal form 704, 2065 or 2055 with an
exterior inspection with respect to each second lien Mortgage Loan, and was made
and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser, duly appointed by the Seller, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or disapproval of
the Mortgage Loan and who met the minimum qualifications of
FNMA or FHLMC. Each appraisal of the Mortgage Loan was made in accordance with
the relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(cc) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
Mortgagor;
(dd) No Mortgage Loan contains provisions pursuant to which
Monthly Payments are (a) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains any other similar provisions which may constitute a "buydown"
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(ee) The Mortgagor has executed a statement to the effect that
the Mortgagor has received all disclosure materials required by applicable law
with respect to the making of fixed rate mortgage loans in the case of Fixed
Rate Mortgage Loans, and adjustable rate mortgage loans in the case of
Adjustable Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage
File;
(ff) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or exchange of a Mortgaged Property;
(gg) The Seller has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value of the Mortgage Loan;
(hh) No Mortgage Loan had an LTV or a CLTV at origination in
excess of 100%. Each Mortgage Loan with an LTV or CLTV at origination in excess
of 80% is and will be subject to a Primary Insurance Policy, issued by a
Qualified Insurer, which insures that portion of the Mortgage Loan in excess of
the portion of the Appraised Value of the Mortgaged Property required by FNMA.
All provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay all
premiums and charges in connection therewith. The Mortgage Interest Rate for the
Mortgage Loan does not include any such insurance premium;
(ii) The Mortgaged Property is, to the best of the Seller's
knowledge, lawfully occupied under applicable law; all inspections, licenses and
certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
(jj) No error, omission, misrepresentation, negligence, fraud
or similar occurrence with respect to a Mortgage Loan has taken place on the
part of any person, including without limitation the Mortgagor, any appraiser,
any builder or developer, or any other party involved in the origination of the
Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;
(kk) For each Mortgage Loan that is not a MOM Loan, the
Assignment of Mortgage is in recordable form except for the name of the assignee
which is blank and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The original Mortgage
was or is being recorded and, unless the Mortgage Loan is subject to the MERS
System, all subsequent assignments of the original Mortgage (other than the
assignment to Purchaser) have been recorded in the appropriate jurisdiction
wherein such recordation is necessary to perfect the lien thereof against
creditors of Seller, or is in the process of being recorded.
(ll) Any principal advances made to the Mortgagor prior to the
Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having first
or second lien priority by a title insurance policy or an endorsement to the
policy insuring the mortgagee's consolidated interest. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(mm) Unless otherwise set forth on the related Mortgage Loan
Schedule, no Mortgage Loan has a balloon payment feature;
(nn) If the Residential Dwelling on the Mortgaged Property is
a condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of FNMA or FHLMC;
(oo) The source of the down payment with respect to each
Mortgage Loan has been fully verified by the Seller;
(pp) Interest on each Mortgage Loan is calculated on the basis
of a 360 day year consisting of twelve 30 day months;
(qq) The Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;
(rr) Seller shall, at its own expense, cause each Mortgage
Loan to be covered by a Tax Service Contract which is assignable to the
Purchaser or its designee; provided
however, that if the Seller fails to purchase such Tax Service Contract, the
Seller shall be required to reimburse the Purchaser for all costs and expenses
incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(ss) Each Mortgage Loan is covered by a Flood Zone Service
Contract which is assignable to the Purchaser or its designee or, for each
Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees
to purchase such Flood Zone Service Contract;
(tt) No Mortgage Loan is (a) subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended ("HOEPA"), (b) a
"high cost" mortgage loan, "covered" mortgage loan or "predatory" mortgage loan
or any other comparable term, no matter how defined under any federal, state or
local law, (c) subject to any comparable federal, state or local statutes or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans, or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the current Standard & Poor's LEVELS(R) Glossary Revised, Appendix E);
(uu) No predatory or deceptive lending practices, including
but not limited to, the extension of credit to a mortgagor without regard for
the mortgagor's ability to repay the Mortgage Loan and the extension of credit
to a mortgagor which has no apparent benefit to the mortgagor, were employed in
connection with the origination of the Mortgage Loan. Each Mortgage Loan is in
compliance with the anti-predatory lending eligibility for purchase requirements
of the FNMA Guides;
(vv) The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan;
(ww) No Mortgagor was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single premium credit life,
disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as part of the origination
of, or as a condition to closing, such Mortgage Loan;
(xx) The Mortgage Loans were not selected from the outstanding
one to four-family mortgage loans in the Seller's portfolio at the related
Closing Date as to which the representations and warranties set forth in this
Agreement could be made in a manner so as to affect adversely the interests of
the Purchaser;
(yy) The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the mortgagee thereunder;
(zz) The Mortgage Loan complies with all applicable consumer
credit statutes and regulations, including, without limitation, the respective
Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa,
Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming (to the extent that
the related Mortgaged Property is located in such state),
has been originated by a properly licensed entity, and in all other respects,
complies with all of the material requirements of any such applicable laws;
(aaa) The information set forth in the Prepayment Charge
Schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;
(bbb) The Mortgage Loan was not prepaid in full prior to the
Closing Date and the Seller has not received notification from a Mortgagor that
a prepayment in full shall be made after the Closing Date;
(ccc) No Mortgage Loan is secured by cooperative housing,
commercial property, mobile homes, manufactured housing or mixed use property;
(ddd) Except as set forth on the related Mortgage Loan
Schedule, none of the Mortgage Loans are subject to a Prepayment Charge. For any
Mortgage Loan originated prior to October 1, 2002 that is subject to a
Prepayment Charge, such Prepayment Charge does not extend beyond five years
after the date of origination. For any Mortgage Loan originated on or following
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond three years after the date of origination. With respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Charge upon a prepayment prior to maturity: (i) prior to the Mortgage
Loan's origination, the Mortgagor agreed to such Prepayment Charge in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the
option of obtaining a Mortgage Loan that did not require payment of such a
Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in
the loan documents pursuant to applicable state and federal law, (v) for
Mortgage Loans originated on or after September 1, 2004, the duration of the
Prepayment Period shall not exceed three (3) years from the date of the Mortgage
Note, unless the Mortgage Loan was modified to reduce the prepayment period to
no more than three years from the date of the Mortgage Note and the Mortgagor
was notified in writing of such reduction in prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Seller shall not
impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;
(eee) The Seller has complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Seller has
established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC
Regulations, and no Mortgagor is subject to the provisions of such Executive
Order or the OFAC Regulations nor listed as a "blocked person" for purposes of
the OFAC Regulations;
(fff) No Mortgage Loan is secured by real property or secured
by a manufactured home located in the state of Georgia unless (x) such Mortgage
Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act") or the New York Banking Law 6-1. Each Mortgage Loan that is a
"Home Loan" under the Georgia Act complies with all applicable provisions of the
Georgia Act. No Mortgage Loan secured by owner occupied real property or an
owner occupied manufactured home located in the State of Georgia was originated
(or modified) on or after October 1, 2002 through and including March 6, 2003;
(ggg) No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan's originator which is a
higher cost product designed for less creditworthy borrowers, unless at the time
of the Mortgage Loan's origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit product
then offered by the Mortgage Loan's originator or any affiliate of the Mortgage
Loan's originator. If, at the time of loan application, the Mortgagor may have
qualified for a for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the Mortgagor's application to such affiliate for
underwriting consideration;
(hhh) The methodology used in underwriting the extension of
credit for each Mortgage Loan employs objective mathematical principles which
relate the Mortgagor's income, assets and liabilities to the proposed payment
and such underwriting methodology does not rely on the extent of the Mortgagor's
equity in the collateral as the principal determining factor in approving such
credit extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Mortgage Loan;
(iii) With respect to each Mortgage Loan, the Seller has fully
and accurately furnished complete information on the related borrower credit
files to Equifax, Experian and Trans Union Credit Information Company, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and the Seller for each Loan will furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information on its borrower credit files to Equifax, Experian, and
Trans Union Credit Information Company, on a monthly basis;
(jjj) All points and fees related to each Mortgage Loan were
disclosed in writing to the related Borrower in accordance with applicable state
and federal law and regulation. Except in the case of a Mortgage Loan in an
original principal amount of less than $60,000 which would have resulted in an
unprofitable origination, no related Borrower was charged "points and fees"
(whether or not financed) in an amount greater than 5% of the principal amount
of such loan, such 5% limitation is calculated in accordance with ▇▇▇▇▇▇ Mae's
anti-predatory lending requirements as set forth in the ▇▇▇▇▇▇ Mae Selling
Guide;
(kkk) All fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan has been disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation;
(lll) The Seller will transmit full-file credit reporting data
for each Mortgage Loan pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 and for
each Mortgage Loan, Seller agrees it shall report one of the following statuses
each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off;
(mmm) No Mortgage Loan is a "High Cost Home Loan" as defined
in the Arkansas Home Loan Protection Act effective October 16, 2003 (Act 1340 or
2003);
(nnn) No Mortgage Loan is a "High Cost Home Loan" as defined
in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
(ooo) No Mortgage Loan secured by property located in the
State of Nevada is a "home loan" as defined in the Nevada Assembly ▇▇▇▇ No. 284;
(ppp) No Mortgage Loan is a "manufactured housing loan" or
"home improvement home loan" pursuant to the New Jersey Home Ownership Act. No
Mortgage Loan is a "High-Cost Home Loan" or a refinanced "Covered Home Loan," in
each case, as defined in the New Jersey Home Ownership Act effective November
27, 2003 (N.J.S.A. 46;10B-22 et seq.);
(qqq) Each Mortgage Loan constitutes a "qualified mortgage"
under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(rrr) No Mortgage Loan is a subsection 10 mortgage under the
Oklahoma Home Ownership and Equity protection Act;
(sss) No Mortgage Loan is a "High-Cost Home Loan" as defined
in the New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat.
▇▇▇. ▇▇.▇▇. 58-21A-1 et seq.);
(ttt) No Mortgage Loan is a "High-Risk Home Loan" as defined
in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill.
Comp. Stat. 137/1 et seq.);
(uuu) No Mortgage Loan originated in the City of Los Angeles
is subject to the City of Los Angeles California Ordinance 175008 as a "home
loan";
(vvv) No Mortgage Loan originated in the City of Oakland is
subject to the City of Oakland, California Ordinance 12361 as a "home loan";
(www) No Mortgage Loan is a "High-Cost Home Loan" as defined
under the Maine House ▇▇▇▇ 383 ▇.▇. 494, effective as of September 13, 2003;
(xxx) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as
defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 5, 2004 (Mass. ▇▇▇. Laws Ch. 183C);
(yyy) With respect to any Mortgage Loan for which a mortgage
loan application was submitted by the Mortgagor after April 1, 2004, no such
Mortgage Loan secured by Mortgaged Property in the State of Illinois which has a
Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or
other charges) in excess of 3.0% of the original principal balance of the
Mortgage Loan.
(zzz) With respect to each MOM Loan, a MIN has been assigned
by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The
related Assignment of Mortgage to MERS has been duly and properly recorded, or
has been delivered for recording to the applicable recording office;
(aaaa) With respect to each MERS Mortgage Loan, Seller has not
received any notice of liens or legal actions with respect to such Mortgage Loan
and no such notices have been electronically posted by MERS;
(bbbb) No Mortgagor agreed to submit to arbitration to resolve
any dispute arising out of or relating in any way to the Mortgage Loan
transaction, and with respect to any Mortgage Loan originated on or after August
1, 2004, neither the Mortgage nor the Mortgage Note requires the Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in any
way to the origination of the Mortgage Loan;
(cccc) Each Mortgage Loan is eligible for sale in the
secondary market or for inclusion in a Pass-Through Transfer without
unreasonable credit enhancement;
(dddd) With respect to each Mortgage Loan, (i) if the related
first lien provides for negative amortization, the CLTV was calculated at the
maximum principal balance of such first lien that could result upon application
of such negative amortization feature, and (ii) either no consent for the
Mortgage Loan is required by the holder of the first lien or such consent has
been obtained and is contained in the Mortgage File;
(eeee) Each Imaged Document represents a true, complete, and
correct copy of the Original Document in all respects, including, but not
limited to, all signatures conforming with signatures contained in the Original
Document, no information having been added or deleted, and no Imaged Document
having been manipulated or altered in any manner. Each Imaged Document is clear
and legible, including, but not limited to, accurate reproductions of
photographs. No Original Documents have been or will be altered in any manner;
(ffff) The destruction of any Original Document or the
inability of the Seller to produce a copy of such Original Document upon request
shall not cause (i) any delay in the enforcement of the Mortgage Loan, (ii) any
inability to collect all amounts due under the Mortgage Loan, including without
limitation, in connection with a foreclosure or other sale of the Mortgaged
Property, (iii) private institutional investors to regard the Mortgage Loan as
an unacceptable investment or adversely affect the value or marketability of the
Mortgage Loan, or
(iv) any claims from holders of mortgage-backed securities collateralized by the
Mortgage Loan.; and
(gggg) With respect to each Mortgage Loan that is secured in
whole or in part by the interest of the Mortgagor as a lessee under a ground
lease of the related Mortgaged Property (a "Ground Lease") and not by a fee
interest in such Mortgaged Property:
(i) The Mortgagor is the owner of a valid and
subsisting interest as tenant under the Ground Lease;
(ii) The Ground Lease is in full force and effect,
unmodified and not supplemented by any writing or otherwise;
(iii) The Mortgagor is not in default under any of
the terms thereof and there are no circumstances which, with
the passage of time or the giving of notice or both, would
constitute an event of default thereunder;
(iv) The lessor under the Ground Lease is not in
default under any of the terms or provisions thereof on the
part of the lessor to be observed or performed;
(v) The term of the Ground Lease exceeds the maturity
date of the related Mortgage Loan by at least ten years;
(vi) The Ground Lease or a memorandum thereof has
been recorded and by its terms permits the leasehold estate to
be mortgaged. The Ground Lease grants any leasehold mortgagee
standard protection necessary to protect the security of a
leasehold mortgagee;
(vii) The Ground Lease does not contain any default
provisions that could give rise to forfeiture or termination
of the Ground Lease except for the non-payment of the Ground
Lease rents;
(viii) The execution, delivery and performance of the
Mortgage do not require the consent (other than those consents
which have been obtained and are in full force and effect)
under, and will not contravene any provision of or cause a
default under, the Ground Lease;
(ix) The Ground Lease provides that the leasehold can
be transferred, mortgaged and sublet an unlimited number of
times either without restriction or on payment of a reasonable
fee and delivery of reasonable documentation to the lessor;
(x) The Mortgagor has not commenced any action or
given or received any notice for the purpose of terminating
the Ground Lease;
(xi) No lessor, as debtor in possession or by a
trustee for such lessor has give any notice of, and the
Mortgagor has not consented to, any attempt to
transfer the related Mortgaged Property free and clear of such
Ground Lease under section 363(f) of the Bankruptcy Code; and
(xii) No lessor is subject to any voluntary or
involuntary bankruptcy, reorganization or insolvency
proceeding and no Mortgaged Property is an asset in any
voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding."
EXHIBIT E
---------
REQUEST FOR RELEASE
TO: U.S. Bank National Association
Corporate Trust Services
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement dated as of December
1, 2004, among Citigroup Mortgage Loan Trust Inc., as
Depositor, CitiMortgage, Inc. as master servicer and
trust administrator and U.S. Bank National
ASSOCIATION AS TRUSTEE
In connection with the administration of the Mortgage Loans
held by you as Trustee for the Owner pursuant to the above-captioned Agreement,
we request the release, and hereby acknowledge receipt, of the Trustee's
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
______________ 1. Mortgage Paid in Full
______________ 2. Foreclosure
______________ 3. Substitution
______________ 4. Other Liquidation (Repurchases, etc.)
______________ 5. Nonliquidation
Reason:______________________________________________
Address to which Trustee should
Deliver the Custodian's Mortgage File:
[____________]
[____________]
E-1
By:_______________________________
(authorized signer)
Issuer:______________________________
Address:____________________________
Date:_________________________________ _____________________________
Trustee
U.S. BANK NATIONAL ASSOCIATION
Please acknowledge the execution of the above request by your signature and date
below:
_____________________________________
Signature Date
Documents returned to Trustee:
____________________________________
Trustee Date
E-1
EXHIBIT F-1
-----------
FORM OF TRANSFEROR REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: CMLTI, Series 2004-HYB4
Re: Citigroup Mortgage Loan Trust, Series 2004-HYB4, Mortgage
Pass-Through CERTIFICATES, CLASS , REPRESENTING A % CLASS
PERCENTAGE INTEREST
Ladies and Gentlemen:
In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:
Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
[___], among Citigroup Mortgage Loan Trust Inc. as Depositor, CitiMortgage, Inc.
as trust administrator and master servicer and U.S. Bank National Association as
Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and
Servicing Agreement the Certificates were issued.
F-1-1
Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Very truly yours,
[Transferor]
By:___________________________
Name:
Title:
F-1-2
FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: CMLTI, Series 2004-HYB4
Re: Citigroup Mortgage Loan Trust, Series 2004-HYB4, Mortgage
Pass-Through CERTIFICATES, CLASS , REPRESENTING A % PERCENTAGE
INTEREST
Ladies and Gentlemen:
In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:
1. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"1933 Act") and has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificate may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
2. The Transferee has been furnished with all information
regarding (a) the Certificates and distributions thereon, (b) the nature,
performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing
Agreement referred to below, and (d) any credit enhancement mechanism associated
with the Certificates, that it has requested.
All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of Setpember 1, 2004, among Citigroup Mortgage Loan Trust
Inc. as Depositor, CitiMortgage, Inc. as master servicer and trust administrator
and U.S. Bank National Association as Trustee, pursuant to which the
Certificates were issued.
[TRANSFEREE]
By:______________________________
Name:
Title:
F-1-3
ANNEX 1 TO EXHIBIT F
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and U.S. Bank National Association, as Trustee,
with respect to the mortgage pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive
officer of the entity purchasing the Certificates (the
"Transferee").
2. In connection with purchases by the Transferee, the Transferee
is a "qualified institutional buyer" as that term is defined
in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Transferee owned and/or invested on a
discretionary basis $______________________1 in securities
(except for the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii)
the Transferee satisfies the criteria in the category marked
below.
___ CORPORATION, ETC. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.
___ BANK. The Transferee (a) is a national bank or banking
institution organized under the laws of any State, territory
or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the
State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto.
___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a State or Federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least
__________________
1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.
F-1-4
___ BROKER-DEALER. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.
___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA PLAN. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee,
(ii) securities that are part of an unsold allotment to or
subscription by the Transferee, if the Transferee is a dealer,
(iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and
certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a
repurchase agreement and (viii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the
Transferee, the Transferee used the cost of such securities to
the Transferee and did not include any of the securities
referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of the Transferee,
but only if such subsidiaries are consolidated with the
Transferee in its financial statements prepared in accordance
with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the
Transferee's direction. However, such securities were not
included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act
of 1934.
5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related
to the Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the
Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Certificates only for
Yes No the Transferee's own account?
F-1-5
6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of
securities sold to the Transferee for the account of a third
party (including any separate account) in reliance on Rule
144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional
buyer" within the meaning of Rule 144A. In addition, the
Transferee agrees that the Transferee will not purchase
securities for a third party unless the Transferee has
obtained a current representation letter from such third party
or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the
definition of "qualified institutional buyer" set forth in
Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and
conclusions herein. Until such notice is given, the
Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will
furnish to such parties updated annual financial statements
promptly after they become available.
Dated:
___________________________________
Print Name of Transferee
By:_______________________________
Name:
Title:
F-1-6
ANNEX 2 TO EXHIBIT F
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the entity purchasing the Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the "Adviser").
2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.
____ The Transferee owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
F-1-7
5. The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on
the statements made herein because one or more sales to the Transferee will be
in reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The undersigned will notify the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.
Dated:
___________________________________
Print Name of Transferee or Advisor
By:________________________________
Name:
Title:
IF AN ADVISER:
___________________________________
Print Name of Transferee
F-1-8
FORM OF TRANSFEREE REPRESENTATION LETTER
----------------------------------------
The undersigned hereby certifies on behalf of the purchaser named below (the
"Purchaser") as follows:
1. I am an executive officer of the Purchaser.
2. The Purchaser is a "qualified institutional buyer", as defined in Rule
144A, ("Rule 144A") under the Securities Act of 1933, as amended.
3. As of the date specified below (which is not earlier than the last day
of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on
a discretionary basis by the Purchaser was in excess of $100,000,000.
Name of Purchaser
______________________________
By: ____________________________
Name:
Title:
Date of this certificate:
Date of information provided in
paragraph 3
F-1-9
EXHIBIT F-2
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FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
STATE OF ___________ )
COUNTY OF __________ )
__________________________, being duly sworn, deposes,
represents and warrants as follows:
1. I am a ______________________ of
____________________________ (the "Owner") a corporation duly organized and
existing under the laws of ______________, the record owner of Citigroup
Mortgage Loan Trust, Series 2004-HYB4, Mortgage Pass-Through Certificates, Class
R Certificates, (the "Class R Certificates"), on behalf of whom I make this
affidavit and agreement. Capitalized terms used but not defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement
pursuant to which the Class R Certificates were issued.
2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.
3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual
F-2-1
interest, unless no significant purpose of the transfer is to impede the
assessment or collection of tax.
4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (For this purpose, a "pass-through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.
7. The Owner's taxpayer identification number is
_________________.
8. The Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
9. The Owner is not acquiring and will not transfer the Class
R Certificates in order to impede the assessment or collection of any tax.
10. The Owner anticipates that it will, so long as it holds
the Class R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.
11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.
12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
13. The Owner is not acquiring the Class R Certificates with
the intent to transfer the Class R Certificates to any person or entity that
will not have sufficient assets to pay
F-2-2
any taxes owed by the holder of such Class R Certificates, or that may become
insolvent or subject to a bankruptcy proceeding, for so long as the Class R
Certificates remain outstanding.
14. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class R Certificate were issued and will not
consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.
15. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee an affidavit, which
represents and warrants that it is not transferring the Class R Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Class R Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the Class
R Certificates remains outstanding; and (iii) is not a "Permitted Transferee".
16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
F-2-3
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.
[OWNER]
By:_______________________________
Name:
Title: [Vice] President
ATTEST:
By:_________________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of __________,
20___.
____________________________
Notary Public
County of __________________
State of ___________________
My Commission expires:
F-2-4
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK )
COUNTY OF NEW YORK )
__________________________, being duly sworn, deposes,
represents and warrants as follows:
1. I am a ____________________ of ____________________________
(the "Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.
2. The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.
3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.
4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.
F-2-5
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.
[OWNER]
By:_______________________________
Name:
Title: [Vice] President
ATTEST:
By:_________________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of __________,
20___.
____________________________
Notary Public
County of __________________
State of ___________________
My Commission expires:
F-2-6
EXHIBIT G
---------
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
U.S. Bank National Association
Corporate Trust Services
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: CMLTI, Series 2004-HYB4
Re: Citigroup Mortgage Loan Trust, Series 2004-HYB4, Mortgage
PASS-THROUGH CERTIFICATES, CLASS ___
Dear Sirs:
_______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series 2004-HYB4, Mortgage
Pass-Through Certificates, Class [B-4] [B-5] [B-6] [R] (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of [___], among Citigroup Mortgage Loan Trust Inc. as
depositor (the "Depositor"), CitiMortgage, Inc. as master servicer (the"Master
Servicer") and trust administrator and U.S. Bank National Association as trustee
(the "Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Master Servicer that:
The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, ▇▇▇▇▇ 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.
G-1
Very truly yours,
_______________________________
By:____________________________
Name:
Title:
G-2
EXHIBIT H
---------
FORM OF MASTER SERVICER CERTIFICATION
Re: Citigroup Mortgage Loan Trust, Series
2004-HYB4 MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2004-HYB4
I, [identify the certifying individual], certify that:
1. I have reviewed the information required to be provided to
the Trustee by the Master Servicer pursuant to the Pooling and Servicing
Agreement (the "Servicing Information");
2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Master Servicer has been provided as
required under the Pooling and Servicing Agreement;
4. I am responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed by written notice to the Trustee or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee in accordance with the terms of the
Pooling and Servicing Agreement (which has been so delivered to the Trustee),
the Master Servicer has, for the period covered by the Form 10-K Annual Report,
fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The Master Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in the Pooling
and Servicing Agreement.
H-1
Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated [___]
(the "Pooling and Servicing Agreement"), among the Depositor as depositor,
CitiMortgage, Inc. as master servicer and trust administrator and U.S. Bank
National Association as trustee.
CITIMORTGAGE, INC.
By:____________________________
Name:
Title:
Date:
H-2
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
[FILED BY PAPER
Schedule 3-1