CITIGROUP MORTGAGE LOAN TRUST INC.,
Depositor
CREDIT-BASED ASSET SERVICING AND SECURITIZATION
LLC,
Seller
LITTON LOAN SERVICING LP,
Servicer
and
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of July 1, 2005
2005-CB4 Trust
C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2005-CB4
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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Section 1.01
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Defined Terms.
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Section 1.02
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Accounting.
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Section 1.03
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Allocation of Certain Interest
Shortfalls.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
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Section 2.01
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Conveyance of Mortgage
Loans.
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Section 2.02
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Acceptance by the
Trustee.
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Section 2.03
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Repurchase or Substitution of
Mortgage Loans by the Seller.
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Section 2.04
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Representations and Warranties of
the Seller with Respect to the Mortgage Loans.
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Section 2.05
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Representations, Warranties and
Covenants of the Servicer.
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Section 2.06
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Representations and Warranties of
the Depositor.
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Section 2.07
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Representations and Warranties of
the Seller.
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Section 2.08
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Covenants of the Seller.
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Section 2.09
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Conveyance of REMIC 1 Regular
Interests and Acceptance of REMIC 1 by the Trustee; Issuance of
Certificates.
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Section 2.10
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Conveyance of Class B-1 Interest and
Acceptance of REMIC 3 by the Trustee; Issuance of the Class B-1
Certificates.
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Section 2.11
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Conveyance of Class B-2 Interest and
Acceptance of REMIC 4 by the Trustee; Issuance of the Class B-2
Certificates.
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Section 2.12
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Conveyance of Class B-3 Interest and
Acceptance of REMIC 5 by the Trustee; Issuance of the Class B-3
Certificates.
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Section 2.13
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Conveyance of Class B-4 Interest and
Acceptance of REMIC 6 by the Trustee; Issuance of the Class B-4
Certificates.
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Section 2.14
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Conveyance of Class B-5 Interest and
Acceptance of REMIC 7 by the Trustee; Issuance of the Class B-5
Certificates.
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Section 2.15
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Conveyance of Class B-6 Interest and
Acceptance of REMIC 8 by the Trustee; Issuance of the Class B-6
Certificates.
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Section 2.16
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Conveyance of Class B-7 Interest and
Acceptance of REMIC 9 by the Trustee; Issuance of the Class B-7
Certificates.
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Section 2.17
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Conveyance of Class X/N Interest and
Acceptance of REMIC 10 by the Trustee; Issuance of the Class X/N
Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF THE
TRUST FUND
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Section 3.01
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Servicer to Act as
Servicer.
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Section 3.02
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Collection of Mortgage Loan
Payments.
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Section 3.03
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Realization Upon Defaulted Mortgage
Loans.
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Section 3.04
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Collection Account and Distribution
Account.
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Section 3.05
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Permitted Withdrawals From the
Collection Account.
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Section 3.06
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Establishment of Escrow Accounts;
Deposits in Escrow Accounts.
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Section 3.07
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Permitted Withdrawals From Escrow
Account.
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Section 3.08
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Payment of Taxes, Insurance and
Other Charges; Collections Thereunder.
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Section 3.09
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Transfer of Accounts.
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Section 3.10
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Maintenance of Hazard
Insurance.
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Section 3.11
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Maintenance of Mortgage Impairment
Insurance Policy.
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Section 3.12
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Fidelity Bond, Errors and Omissions
Insurance.
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Section 3.13
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Title, Management and Disposition of
REO Property.
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Section 3.14
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Due-on-Sale Clauses; Assumption and
Substitution Agreements.
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Section 3.15
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Notification of
Adjustments.
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Section 3.16
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Optional Purchases of Mortgage Loans
by Servicer.
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Section 3.17
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Trustee to Cooperate; Release of
Files.
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Section 3.18
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Servicing Compensation.
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Section 3.19
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Annual Statement as to
Compliance.
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Section 3.20
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Annual Independent Certified Public
Accountants’ Reports.
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Section 3.21
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Access to Certain Documentation and
Information Regarding the Mortgage Loans.
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Section 3.22
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Commission Reporting.
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Section 3.23
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Obligations of the Servicer in
Respect of Compensating Interest.
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Section 3.24
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Obligations of the Servicer in
Respect of Mortgage Interest Rates and Monthly Payments.
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Section 3.25
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Investment of Funds in the
Collection Account and the Distribution Account.
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Section 3.26
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Liability of Servicer;
Indemnification.
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Section 3.27
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Reports of Foreclosure and
Abandonment of Mortgaged Properties.
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Section 3.28
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Protection of Assets.
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Section 3.29
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Net WAC Rate Carryover Reserve
Account.
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Section 3.30
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Advance Facility.
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ARTICLE IV
FLOW OF FUNDS
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Section 4.01
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Interest Distributions.
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Section 4.02
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Distributions of Principal and
Monthly Excess Cashflow Amounts.
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Section 4.03
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Allocation of Losses.
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Section 4.04
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Method of Distribution.
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Section 4.05
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Distributions on Book-Entry
Certificates.
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Section 4.06
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Statements.
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Section 4.07
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Remittance Reports;
Advances.
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Section 4.08
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REMIC Distributions.
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ARTICLE V
THE CERTIFICATES
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Section 5.01
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The Certificates.
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Section 5.02
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Registration of Transfer and
Exchange of Certificates.
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Section 5.03
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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Section 5.04
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Persons Deemed Owners.
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Section 5.05
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Appointment of Paying
Agent.
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ARTICLE VI
THE SELLER, THE SERVICER AND THE
DEPOSITOR
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Section 6.01
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Liability of the Seller, the
Servicer and the Depositor.
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Section 6.02
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Merger or Consolidation of, or
Assumption of the Obligations of, the Seller, the Servicer or the
Depositor.
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Section 6.03
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Limitation on Liability of the
Servicer and Others.
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Section 6.04
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Servicer Not to Resign.
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Section 6.05
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Delegation of Duties.
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ARTICLE VII
DEFAULT
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Section 7.01
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Servicer Events of
Termination.
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Section 7.02
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Trustee to Act; Appointment of
Successor.
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Section 7.03
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Waiver of Defaults.
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Section 7.04
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Notification to
Certificateholders.
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Section 7.05
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Survivability of Servicer
Liabilities.
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ARTICLE VIII
THE TRUSTEE
|
Section 8.01
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Duties of Trustee.
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Section 8.02
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Certain Matters Affecting the
Trustee.
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Section 8.03
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Trustee Not Liable for Certificates
or Mortgage Loans.
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Section 8.04
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Trustee May Own
Certificates.
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Section 8.05
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Seller to Pay Trustee Fees and
Expenses.
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Section 8.06
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Eligibility Requirements for
Trustee.
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Section 8.07
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Resignation or Removal of
Trustee.
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Section 8.08
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Successor Trustee.
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Section 8.09
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Merger or Consolidation of
Trustee.
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Section 8.10
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Appointment of Co-Trustee or
Separate Trustee.
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Section 8.11
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Limitation of Liability.
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Section 8.12
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Trustee May Enforce Claims Without
Possession of Certificates.
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Section 8.13
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Suits for Enforcement.
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Section 8.14
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Waiver of Bond
Requirement.
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Section 8.15
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Waiver of Inventory, Accounting and
Appraisal Requirement.
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Section 8.16
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Compliance with National Housing Act
of 1934.
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ARTICLE IX
REMIC ADMINISTRATION
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Section 9.01
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REMIC Administration.
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Section 9.02
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Prohibited Transactions and
Activities.
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Section 9.03
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Indemnification with Respect to
Certain Taxes and Loss of REMIC Status.
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ARTICLE X
TERMINATION
|
Section 10.01
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Termination.
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Section 10.02
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Additional Termination
Requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
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Amendment.
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Section 11.02
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Recordation of Agreement;
Counterparts.
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Section 11.03
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Limitation on Rights of
Certificateholders.
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Section 11.04
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Governing Law;
Jurisdiction.
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Section 11.05
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Notices.
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Section 11.06
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Severability of
Provisions.
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Section 11.07
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Article and Section
References.
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Section 11.08
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Notice to the Rating
Agencies.
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Section 11.09
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Further Assurances.
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Section 11.10
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Benefits of Agreement.
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Section 11.11
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Acts of
Certificateholders.
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EXHIBITS :
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Exhibit A-1
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Form of Class AV-1
Certificates
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Exhibit A-2
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Form of Class AV-2
Certificates
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Exhibit A-3
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Form of Class AV-3
Certificates
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Exhibit A-4
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Form of Class AF-1
Certificates
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Exhibit A-5
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Form of Class AF-2
Certificates
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Exhibit A-6
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Form of Class AF-3
Certificates
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Exhibit A-7
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Form of Class AF-4
Certificates
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Exhibit B-1
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Form of Class B-1
Certificates
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Exhibit B-2
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Form of Class B-2
Certificates
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Exhibit B-3
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Form of Class B-3
Certificates
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Exhibit B-4
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Form of Class B-4
Certificates
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Exhibit B-5
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Form of Class B-5
Certificates
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Exhibit B-6
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Form of Class B-6
Certificates
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Exhibit B-7
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Form of Class B-7
Certificates
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Exhibit C-1-1
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Form of Class R
Certificates
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Exhibit C-1-2
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Form of Class R-X
Certificates
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Exhibit C-2
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Form of Class M-1
Certificates
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Exhibit C-3
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Form of Class M-2
Certificates
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Exhibit C-4
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Form of Class M-3
Certificates
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Exhibit C-5
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Form of Class M-4
Certificates
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Exhibit C-6
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Form of Class M-5
Certificates
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Exhibit C-7
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Form of Class M-6
Certificates
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Exhibit C-8
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Form of Class X
Certificates
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Exhibit C-9
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Form of Class N
Certificates
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Exhibit D
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Mortgage Loan Schedule
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Exhibit E
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Form of Request for
Release
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Exhibit F-1
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Form of Trustee’s or
Custodian’s Initial Certification
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Exhibit F-2
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Form of Trustee’s or
Custodian’s Final Certification
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Exhibit F-3
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Form of Receipt of Mortgage
Note
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Exhibit G
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Mortgage Loan Purchase
Agreement
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Exhibit H
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Form of Lost Note
Affidavit
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Exhibit I
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Form of ERISA
Representation
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Exhibit J-1
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Form of Investment Letter [Non-Rule
144A]
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Exhibit J-2
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Form of Investment Letter [Rule
144A]
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Exhibit K
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Form of Residual Certificate
Transfer Affidavit
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Exhibit L
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Form of Transferor
Certificate
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Exhibit M
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Monthly Information Provided by
Servicer
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Exhibit N
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Form of Officer’s Certificate
with Respect to Prepayments
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Exhibit O-1
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Form of Certification to Be Provided
by the Servicer with Form 10-K
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Exhibit O-2
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Form of Certification to Be Provided
to the Servicer by the Trustee
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Exhibit P
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Form of Power of Attorney
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Exhibit Q
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Form of Cap Contracts
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This Pooling and Servicing Agreement
is dated as of July 1, 2005 (the “Agreement”), among
CITIGROUP MORTGAGE LOAN TRUST INC., as depositor (the
“Depositor”), CREDIT-BASED ASSET SERVICING AND
SECURITIZATION LLC, as seller (the “Seller”), LITTON
LOAN SERVICING LP, as servicer (the “Servicer”) and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder. The
Certificates will consist of twenty-four Classes of Certificates,
designated as (i) the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, the Class AF-1
Certificates, the Class AF-2 Certificates, the Class AF-3
Certificates and the Class AF-4 Certificates, (ii) the Class M-1
Certificates, Class M-2 Certificates, the Class M-3 Certificates,
the Class M-4 Certificates, the Class M-5 Certificates and the
Class M-6 Certificates, (iii) the Class B-1 Certificates, the Class
B-2 Certificates, the Class B-3 Certificates, the Class B-4
Certificates, the Class B-5 Certificates, the Class B-6
Certificates and the Class B-7 Certificates, (iv) the Class N
Certificates, (v) the Class X Certificates and (vi) the Class R
Certificates and the Class R-X Certificates.
REMIC 1
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the Mortgage Loans and certain other related assets subject to
this Agreement (but exclusive of the Net WAC Rate Carryover Reserve
Account and the Cap Contracts) as a real estate investment conduit
(a “REMIC”) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
1.” The Class R-1 Interest will represent the sole class of
“residual interests” in REMIC 1 for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1
Pass-Through Rate, the initial Uncertificated Principal Balance,
and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1 Regular Interests. None of the
REMIC 1 Regular Interests will be certificated.
|
|
Uncertificated REMIC 1
Pass-Through Rate
|
Initial
Uncertificated
Balance
|
Latest Possible
Maturity Date
(1)
|
|
LT1AA
|
Variable (2)
|
$
|
248,808,961.92
|
July 25, 2035
|
|
LT1AV1
|
Variable (2)
|
$
|
672,705.00
|
July 25, 2035
|
|
LT1AV2
|
Variable (2)
|
$
|
401,005.00
|
July 25, 2035
|
|
LT1AV3
|
Variable (2)
|
$
|
25,595.00
|
July 25, 2035
|
|
LT1AF1
|
Variable (2)
|
$
|
463,890.00
|
July 25, 2035
|
|
LT1AF2
|
Variable (2)
|
$
|
214,895.00
|
July 25, 2035
|
|
LT1AF3
|
Variable (2)
|
$
|
136,970.00
|
July 25, 2035
|
|
LT1AF4
|
Variable (2)
|
$
|
90,640.00
|
July 25, 2035
|
|
LT1M1
|
Variable (2)
|
$
|
79,975.00
|
July 25, 2035
|
|
LT1M2
|
Variable (2)
|
$
|
73,630.00
|
July 25, 2035
|
|
LT1M3
|
Variable (2)
|
$
|
31,735.00
|
July 25, 2035
|
|
LT1M4
|
Variable (2)
|
$
|
52,045.00
|
July 25, 2035
|
|
LT1M5
|
Variable (2)
|
$
|
36,815.00
|
July 25, 2035
|
|
LT1M6
|
Variable (2)
|
$
|
29,195.00
|
July 25, 2035
|
|
LT1B1
|
Variable (2)
|
$
|
36,815.00
|
July 25, 2035
|
|
LT1B2
|
Variable (2)
|
$
|
27,930.00
|
July 25, 2035
|
|
LT1B3
|
Variable (2)
|
$
|
27,925.00
|
July 25, 2035
|
|
LT1B4
|
Variable (2)
|
$
|
22,850.00
|
July 25, 2035
|
|
LT1B5
|
Variable (2)
|
$
|
25,390.00
|
July 25, 2035
|
|
LT1B6
|
Variable (2)
|
$
|
25,390.00
|
July 25, 2035
|
|
LT1B7
|
Variable (2)
|
$
|
19,040.00
|
July 25, 2035
|
|
LT1ZZ
|
Variable (2)
|
$
|
2,583,298.92
|
July 25, 2035
|
|
LT1SUB
|
Variable (2)
|
$
|
5,844.47
|
July 25, 2035
|
|
LT1GRP
|
Variable (2)
|
$
|
27,830.57
|
July 25, 2035
|
|
LT2SUB
|
Variable (2)
|
$
|
4,818.87
|
July 25, 2035
|
|
LT2GRP
|
Variable (2)
|
$
|
22,946.77
|
July 25, 2035
|
|
LT1XX
|
Variable (2)
|
$
|
253,825,255.16
|
July 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein .
|
REMIC 2
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be
designated as “REMIC 2.” The Class R-2 Interest
represents the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions. The following table
sets forth the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
or REMIC 2 Regular Interests that represents one or more of the
“regular interests” in REMIC 2 created
hereunder:
|
|
|
Original Class
Certificate
Principal
Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class AV-1
|
Variable (2) (3)
|
$
|
134,541,000.00
|
July 25, 2035
|
|
Class AV-2
|
Variable (2) (3)
|
$
|
80,201,000.00
|
July 25, 2035
|
|
Class AV-3
|
Variable (2) (3)
|
$
|
5,119,000.00
|
July 25, 2035
|
|
Class AF-1
|
Variable (2) (3)
|
$
|
92,778,000.00
|
July 25, 2035
|
|
Class AF-2
|
4.751% per annum (3)
|
$
|
42,979,000.00
|
July 25, 2035
|
|
Class AF-3
|
5.334% per annum (3)
|
$
|
27,394,000.00
|
July 25, 2035
|
|
Class AF-4
|
5.028% per annum (3)
|
$
|
18,128,000.00
|
July 25, 2035
|
|
Class M-1
|
Variable (2) (3)
|
$
|
15,995,000.00
|
July 25, 2035
|
|
Class M-2
|
Variable (2) (3)
|
$
|
14,726,000.00
|
July 25, 2035
|
|
Class M-3
|
Variable (2) (3)
|
$
|
6,347,000.00
|
July 25, 2035
|
|
Class M-4
|
Variable (2) (3)
|
$
|
10,409,000.00
|
July 25, 2035
|
|
Class M-5
|
Variable (2) (3)
|
$
|
7,363,000.00
|
July 25, 2035
|
|
Class M-6
|
Variable (2) (3)
|
$
|
5,839,000.00
|
July 25, 2035
|
|
Class B-1 Interest
|
Variable (2) (3)
|
$
|
7,363,000.00
|
July 25, 2035
|
|
Class B-2 Interest
|
Variable (2) (3)
|
$
|
5,586,000.00
|
July 25, 2035
|
|
Class B-3 Interest
|
Variable (2) (3)
|
$
|
5,585,000.00
|
July 25, 2035
|
|
Class B-4 Interest
|
6.612% per annum
(3)
|
$
|
4,570,000.00
|
July 25, 2035
|
|
Class B-5 Interest
|
6.612% per annum
(3)
|
$
|
5,078,000.00
|
July 25, 2035
|
|
Class B-6 Interest
|
6.611% per annum
(3)
|
$
|
5,078,000.00
|
July 25, 2035
|
|
Class B-7 Interest
|
6.605% per annum
(3)
|
$
|
3,808,000.00
|
July 25, 2035
|
|
Class X/N Interest
|
Variable (2) (3)
|
$
|
8,886,391.68
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date 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 that represents one or
more of the “regular interests” in REMIC 2.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
|
(3)
|
Subject to increase and subject to a
cap in accordance with the definition of “Pass-Through
Rate” herein.
|
|
(4)
|
The Class X/N Interest will accrue
interest at its variable Pass-Through Rate on the Notional Amount
of the Class X/N Interest outstanding from time to time which shall
equal the aggregate of the Uncertificated Principal Balances of the
REMIC 1 Regular Interests. The Class X/N Interest will not accrue
interest on its Class Certificate Principal Balance
.
|
REMIC 3
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-1 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 3.” The Class R-3 Interest represents the
sole class of “residual interests” in REMIC 3 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 3 created
hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-1
|
Variable (2)
|
$7,363,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 3.
|
|
(2)
|
The Class B-1 Certificates will
receive 100% of amounts received in respect of the Class B-1
Interest .
|
REMIC 4
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-2 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 4.” The Class R-4 Interest represents the
sole class of “residual interests” in REMIC 4 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 4 created
hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-2
|
Variable (2)
|
$5,586,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 4.
|
|
(2)
|
The Class B-2 Certificates will
receive 100% of amounts received in respect of the Class B-2
Interest .
|
REMIC 5
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-3 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 5.” The Class R-5 Interest represents the
sole class of “residual interests” in REMIC 5 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 5 created
hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-3
|
Variable (2)
|
$5,585,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 5.
|
|
(2)
|
The Class B-3 Certificates will
receive 100% of amounts received in respect of the Class B-3
Interest.
|
REMIC 6
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-4 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 6.” The Class R-6 Interest represents the
sole class of “residual interests” in REMIC 6 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 6 created
hereunder:
|
|
|
Original Class Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-4
|
6.612% per annum
(2)
|
$4,570,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 6.
|
|
(2)
|
The Class B-4 Certificates will
receive 100% of amounts received in respect of the Class B-4
Interest .
|
REMIC 7
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-5 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 7.” The Class R-7 Interest represents the
sole class of “residual interests” in REMIC 7 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 7 created
hereunder:
|
|
|
Original Class Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-5
|
6.612% per annum
(2)
|
$5,078,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 7.
|
|
(2)
|
The Class B-5 Certificates will
receive 100% of amounts received in respect of the Class B-5
Interest .
|
REMIC 8
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-6 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 8.” The Class R-8 Interest represents the
sole class of “residual interests” in REMIC 8 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 8 created
hereunder:
|
|
|
Original Class Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-6
|
6.611% per annum
(2)
|
$5,078,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 8.
|
|
(2)
|
The Class B-6 Certificates will
receive 100% of amounts received in respect of the Class B-6
Interest .
|
REMIC 9
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class B-7 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 9.” The Class R-9 Interest represents the
sole class of “residual interests” in REMIC 9 for
purposes of the REMIC Provisions. The following table sets forth
the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that
represent the “regular interest” in REMIC 9 created
hereunder:
|
|
|
Original Class Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class B-7
|
6.605% per annum
(2)
|
$3,808,000.00
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 9.
|
|
(2)
|
The Class B-7 Certificates will
receive 100% of amounts received in respect of the Class B-7
Interest .
|
REMIC 10
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class X/N Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 10.” The Class R-10 Interest represents the
sole class of “residual interests” in REMIC 10 for
purposes of the REMIC Provisions. The following table sets forth
(or describes) the Class designation, Pass-Through Rate and
Original Class Certificate Principal Balance for the Class of
Certificates that represent the “regular interest” in
REMIC 10 created hereunder. The Class X/N Certificates will not be
certificated.
|
|
|
Original Class
Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
Class X/N
|
Variable (2)
|
$8,886,391.68
|
July 25, 2035
|
__________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for the Class of Certificates that represent the
“regular interest” in REMIC 10.
|
|
(2)
|
The Class X/N Certificates will
receive 100% of amounts received in respect of the Class X/N
Interest .
|
In addition to the above
Certificates, the Trust Fund shall issue two additional Classes of
Certificates, designated as the Class N Certificates and the Class
X Certificates. For federal income tax purposes, in the event that
the beneficial ownership of the Class N Certificates and the Class
X Certificates is held by different investors for tax purposes, the
Trustee shall treat the Class N Certificates as debt of the Class X
Certificateholders for federal income tax purposes and shall not
treat such Class of Certificates as an interest in any REMIC
created hereunder. In the event that the beneficial ownership of
the Class N Certificates and the Class X Certificates is held by
the same investor, the Trustee shall treat the Class N Certificates
as not having been issued for federal income tax purposes so that
the entire economic entitlement of the Class N Certificates and
Class X Certificates (excluding the Class X Certificates right to
receive amounts from the Net WAC Rate Carryover Reserve Account)
will represent a “regular interest” in REMIC 10. The
following table irrevocably sets forth the designation, the
Pass-Through Rate, the Notional Amount for the Class N Certificates
and the Class X Certificates.
|
|
|
|
Assumed Final
Maturity Date
|
|
Class N
|
6.00% per annum
|
$ 14,950,000
|
July 25, 2035
|
|
Class X
|
Variable (1)
|
N/A
|
July 25, 2035
|
__________________
|
(1)
|
The Class X Certificates are entitled to all
amounts remaining following distributions on the Class N
Certificates in accordance with Section 4.02(B)(vi).
|
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms
.
|
Whenever used in this Agreement or
in the Preliminary Statement, the following words and phrases,
unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, interest on
the Floating Rate Certificates will be calculated on the basis of
the actual number of days in the related Interest Accrual Period
and a 360-day year. Interest on the Fixed Rate Certificates and the
Class N Certificates and the Class X Certificates will be
calculated on the basis of a 360-day year consisting of twelve
30-day months.
“1933 Act”: The
Securities Act of 1933, as amended.
“60+ Day Delinquent
Loan”: Each Mortgage Loan with respect to which any portion
of a Monthly Payment is, as of the last day of the prior Collection
Period, two months or more past due, each Mortgage Loan in
foreclosure, all REO Property and each Mortgage Loan for which the
Mortgagor has filed for bankruptcy after the Closing
Date.
“Account”: Either the
Collection Account or the Distribution Account.
“Accrued Certificate
Interest”: With respect to each Distribution Date and each
Class of Certificates, the Class B Interests and the Class X/N
Interest, an amount equal to the interest accrued at the applicable
Pass-Through Rate during the related Interest Accrual Period on the
Certificate Principal Balance or uncertificated Principal Balance
(or Notional Amount) of such Class immediately prior to such
Distribution Date, reduced by such Class’s Interest
Percentage of Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls for such Distribution Date allocated to such
Certificates as provided in Section 1.03 hereof.
“Adjustable-Rate Mortgage
Loan”: A Group I Mortgage Loan which has a rate at which
interest accrues that adjusts based on an Index plus a related
Gross Margin, as set forth and subject to the limitations in the
related Mortgage Note.
“Adjustment Date”: With
respect to each Adjustable-Rate Mortgage Loan, each adjustment date
on which the Mortgage Interest Rate of an Adjustable-Rate Mortgage
Loan may change pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”: As to any
Actuarial Mortgage Loan or REO Property, any advance made by the
Servicer in respect of any Distribution Date pursuant to Section
4.07.
“Advance Facility”: As
defined in Section 3.30 hereof.
“Advance Facility
Notice”: As defined in Section 3.30 hereof.
“Advance Financing
Person”: As defined in Section 3.30 hereof.
“Advance Reimbursement
Amounts”: As defined in Section 3.30 hereof.
“Adverse REMIC Event”:
As defined in Section 9.01(f) hereof.
“Affiliate”: With
respect to any Person, any other Person controlling, controlled by
or under common control with such Person. For purposes of this
definition, “control” means the power to direct the
management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or
otherwise and “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“Agreement”: This
Pooling and Servicing Agreement and all amendments and supplements
hereto.
“Applicable
Regulations”: As to any Mortgage Loan, all federal, state and
local laws, statutes, rules and regulations applicable thereto,
including with respect to each FHA Loan, the FHA Regulations and
the related FHA Insurance Contract.
“Applied Realized Loss
Amount”: With respect to each Distribution Date, the excess,
if any, of (a) the aggregate Certificate Principal Balance of the
Class A Certificates, the Mezzanine Certificates and the Class B
Certificates (after giving effect to all distributions on such
Distribution Date) over (b) the Pool Balance as of the end of the
related Collection Period.
“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.
“Assumed Final Maturity
Date”: As to each Class of Certificates, the date set forth
as such in the Preliminary Statement.
“Available Funds”: As to
any Distribution Date, an amount equal to the excess of (i) the sum
of (a) the aggregate of the Monthly Payments due during the related
Collection Period and received by the Trustee one Business Day
prior to the related Distribution Date, (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Subsequent Recoveries,
Substitution Adjustment Amounts, the Purchase Price for any
repurchased Mortgage Loan, the Termination Price with respect to
the termination of the Trust pursuant to Section 10.01 hereof and
other unscheduled recoveries of principal and interest (excluding
Prepayment Charges) in respect of the Mortgage Loans during the
related Prepayment Period, (c) the aggregate of any amounts
received in respect of an REO Property withdrawn from any REO
Account and deposited in the Collection Account for such
Distribution Date, (d) any Compensating Interest for such
Distribution Date, and (e) the aggregate of any Advances made by
the Servicer for such Distribution Date over (ii) the sum of (a)
amounts reimbursable or payable to the Servicer pursuant to Section
3.05, (b) Stayed Funds, (c) the Servicing Fee and (d) amounts
deposited in the Collection Account or the Distribution Account, as
the case may be, in error.
“Balloon Mortgage Loan”:
A Group II Mortgage Loan that provides for the payment of the
unamortized principal balance of such Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially
greater than the preceding monthly payment.
“Balloon Payment”: A
payment of the unamortized principal balance of a Group II Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that
is substantially greater than the preceding Monthly
Payment.
“Bankruptcy Code”: Title
11 of the United States Code, as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of which is reflected on the books of the Depository or
on the books of a Person maintaining an account with the Depository
(directly, as a “Depository Participant,” or
indirectly, as an indirect participant in accordance with the rules
of the Depository and as described in Section 5.02 hereof). On the
Closing Date, the Class A Certificates, the Mezzanine Certificates
and the Class B Certificates shall be Book-Entry
Certificates.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking
institutions in the State of Delaware, the State of New York, the
State of Texas or in the city in which the Corporate Trust Office
of the Trustee is located are authorized or obligated by law or
executive order to be closed.
“Cap Contracts”: The
interest rate corridors between JPMorgan Chase Bank, National
Association as Trustee, and the counterparty thereunder, for the
benefit of the Holders of (i) the Group I Certificates, (ii) the
Class AF-1 Certificates and (iii) the Mezzanine Certificates,
collectively, forms of which are attached hereto as Exhibit
H.
“Certificate”: Any
Regular Certificate, Class N Certificate, Class X Certificate or
Residual Certificate.
“Certificate Custodian”:
Initially, JPMorgan Chase Bank, National Association; thereafter
any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.
“Certificate Owner”:
With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate Principal
Balance”: With respect to any Class of Certificates (other
than the Class N, Class X and Residual Certificates) and any
Distribution Date, the Original Class Certificate Principal
Balance, reduced, but not below zero, by the sum of (i) all amounts
actually distributed in respect of principal of such Class on all
prior Distribution Dates (taking into account any increases in the
Certificate Principal Balance thereof due to the receipt of any
Subsequent Recoveries as provided in Section 4.02) and (ii) Applied
Realized Loss Amounts for previous Distribution Dates allocated
thereto. The Class N, Class X and Residual Certificates do not have
a Certificate Principal Balance. With respect to any Certificate
(other than a Class N, Class X or a Residual Certificate) of a
Class and any Distribution Date, the portion of the Certificate
Principal Balance of such Class represented by such Certificate
equal to the product of the Percentage Interest evidenced by such
Certificate and the Certificate Principal Balance of such
Class.
“Certificate Register”
and “Certificate Registrar”: The register maintained
and registrar appointed pursuant to Section 5.02 hereof.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof.
“Class”: Collectively,
Certificates or REMIC Regular Interests which have the same
priority of payment and bear the same class designation and the
form of which is identical except for variation in the Percentage
Interest evidenced thereby.
“Class A Certificate”:
Any one of the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, the Class AF-1
Certificates, the Class AF-2 Certificates, the Class AF-3
Certificates or the Class AF-4 Certificates.
“Class AF-1
Certificate”: Any one of the Certificates with an
“AF-1” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-4, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AF-1 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.120% per annum, and (ii) on or after the Optional Termination
Date, 0.240% per annum.
“Class AF-1 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AF-1 Certificates for such Distribution Date.
“Class AF-1 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class AF-1
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class AF-2
Certificate”: Any one of the Certificates with an
“AF-2” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-5, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AF-2 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AF-2 Certificates for such Distribution Date.
“Class AF-2 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 4.751% per annum and on or after the
Optional Termination Date, 5.251% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class AF-3
Certificate”: Any one of the Certificates with an
“AF-3” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-6, executed by the
Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class AF-3 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AF-3 Certificates for such Distribution Date.
“Class AF-3 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 5.334% per annum and on or after the
Optional Termination Date, 5.834% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class AF-4
Certificate”: Any one of the Certificates with an
“AF-4” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-7, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AF-4 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AF-4 Certificates for such Distribution Date.
“Class AF-4 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 5.028% per annum and on or after the
Optional Termination Date, 5.528% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class AV-1
Certificate”: Any one of the Certificates with an
“AV-1” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-1, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AV-1 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.100% per annum, and (ii) on or after the Optional Termination
Date, 0.200% per annum.
“Class AV-1 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AV-1 Certificates for such Distribution Date.
“Class AV-1 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class AV-1
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class AV-2
Certificate”: Any one of the Certificates with an
“AV-2” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-2, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AV-2 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.250% per annum, and (ii) on or after the Optional Termination
Date, 0.500% per annum.
“Class AV-2 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AV-2 Certificates for such Distribution Date.
“Class AV-2 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class AV-2
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class AV-3
Certificate”: Any one of the Certificates with an
“AV-3” designated on the face thereof substantially in
the form annexed hereto as Exhibit A-3, executed by the Trustee on
behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as
set forth herein and therein.
“Class AV-3 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.360% per annum, and (ii) on or after the Optional Termination
Date, 0.720% per annum.
“Class AV-3 Interest Carry
Forward Amount”: For the Interest Accrual Period for any
Distribution Date, the Interest Carry Forward Amount for the Class
AV-3 Certificates for such Distribution Date.
“Class AV-3 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class AV-3
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class B Certificate”:
Any one of the Class B-1 Certificates, the Class B-2 Certificates,
the Class B-3 Certificates, the Class B-4 Certificates, the Class
B-5 Certificates, the Class B-6 Certificates or the Class B-7
Certificates.
“Class B Interest”: Any
one of the Class B-1 Interest, the Class B-2 Interest, the Class
B-3 Interest, the Class B-4 Interest, the Class B-5 Interest, the
Class B-6 Interest or the Class B-7 Interest.
“Class B-1 Applied Realized
Loss Amount”: As to the Class B-1 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-2 Applied Realized Loss Amount, the Class B-3 Applied
Realized Loss Amount, the Class B-4 Applied Realized Loss Amount,
the Class B-5 Applied Realized Loss Amount, the Class B-6 Applied
Realized Loss Amount and the Class B-7 Applied Realized Loss
Amount, in each case as of such Distribution Date.
“Class B-1 Certificate”:
Any one of the Certificates with a “B-1” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-1, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-1 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
1.200% per annum, and (ii) on or after the Optional Termination
Date, 1.800% per annum.
“Class B-1 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-1 Certificates and representing a
regular interest in REMIC 2.
“Class B-1 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class B-1
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class B-1 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class B-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 84.80% and (ii) the Pool
Balance as of the last day of the related Collection Period and (B)
the Pool Balance as of the last day of the related Collection
Period minus the product of 0.52% and the Pool Balance on the
Cut-off Date, but in no event less than zero.
“Class B-1 Realized Loss
Amortization Amount”: As to the Class B-1 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-1 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class B-2 Applied Realized
Loss Amount”: As to the Class B-2 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after
taking into account the distribution
of the Principal Remittance Amount and the Extra Principal
Distribution Amount on such Distribution Date, but prior to the
application of the Class B-2 Applied Realized Loss Amount, if any,
on such Distribution Date) and (y) the excess of (i) the Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum
of the Class B-3 Applied Realized Loss Amount, the Class B-4
Applied Realized Loss Amount, the Class B-5 Applied Realized Loss
Amount, the Class B-6 Applied Realized Loss Amount and the Class
B-7 Applied Realized Loss Amount, in each case as of such
Distribution Date.
“Class B-2 Certificate”:
Any one of the Certificates with a “B-2” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-2, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-2 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
1.300% per annum, and (ii) on or after the Optional Termination
Date, 1.950% per annum.
“Class B-2 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-2 Certificates and representing a
regular interest in REMIC 2.
“Class B-2 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class B-2
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class B-2 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account distributions of principal
on the Class B-1 Certificates on such Distribution Date) and (ix)
the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 87.00% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance
as of the last day of the related Collection Period minus the
product of 0.52% and the Pool Balance on the Cut-off Date, but in
no event less than zero.
“Class B-2 Realized Loss
Amortization Amount”: As to the Class B-2 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-2 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class B-3 Applied Realized
Loss Amount”: As to the Class B-3 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-3 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-4 Applied Realized Loss Amount, the Class B-5 Applied
Realized Loss Amount, the Class B-6 Applied Realized Loss Amount
and the Class B-7 Applied Realized Loss Amount, in each case as of
such Distribution Date.
“Class B-3 Certificate”:
Any one of the Certificates with a “B-3” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-3, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-3 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
1.750% per annum, and (ii) on or after the Optional Termination
Date, 2.625% per annum.
“Class B-3 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-3 Certificates and representing a
regular interest in REMIC 2.
“Class B-3 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class B-3
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class B-3 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5
Certificates on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates (after taking into account distributions of principal
on the Class M-6 Certificates on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account distributions of principal on the Class
B-1 Certificates on such Distribution Date), (ix) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into
account distributions of principal on the Class B-2 Certificates on
such Distribution Date) and (x) the Certificate Principal Balance
of the Class B-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
89.20% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of
the related Collection Period minus the product of 0.52% and the
Pool Balance on the Cut-off Date, but in no event less than
zero.
“Class B-3 Realized Loss
Amortization Amount”: As to the Class B-3 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-3 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class B-4 Applied Realized
Loss Amount”: As to the Class B-4 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-4 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-5 Applied Realized Loss Amount, the Class B-6 Applied
Realized Loss Amount and the Class B-7 Applied Realized Loss
Amount, in each case as of such Distribution Date.
“Class B-4 Certificate”:
Any one of the Certificates with a “B-4” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-4, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-4 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-4 Certificates and representing a
regular interest in REMIC 2.
“Class B-4 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 6.612% per annum and on or after the
Optional Termination Date, 7.112% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class B-4 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii)
the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account distributions of principal
on the Class B-1 Certificates on such Distribution Date), (ix) the
Certificate Principal Balance of the Class B-2 Certificates (after
taking into account distributions of principal on the Class B-2
Certificates on such Distribution Date), (x) the Certificate
Principal Balance of the Class B-3 Certificates (after taking into
account distributions of principal on the Class B-3 Certificates on
such Distribution Date) and (xi) the Certificate Principal Balance
of the Class B-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
91.00% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of
the related Collection Period minus the product of 0.52% and the
Pool Balance on the Cut-off Date, but in no event less than
zero.
“Class B-4 Realized Loss
Amortization Amount”: As to the Class B-4 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-4 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class B-5 Applied Realized
Loss Amount”: As to the Class B-5 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-5 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-6 Applied Realized Loss Amount and the Class B-7 Applied
Realized Loss Amount, in each case as of such Distribution
Date.
“Class B-5 Certificate”:
Any one of the Certificates with a “B-5” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-5, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-5 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-5 Certificates and representing a
regular interest in REMIC 2.
“Class B-5 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 6.612% per annum and on or after the
Optional Termination Date, 7.112% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class B-5 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account distributions of principal
on the Class B-1 Certificates on such Distribution Date), (ix) the
Certificate Principal Balance of the Class B-2 Certificates (after
taking into account distributions of principal on the Class B-2
Certificates on such Distribution Date), (x) the Certificate
Principal Balance of the Class B-3 Certificates (after taking into
account distributions of principal on the Class B-3 Certificates on
such Distribution Date), (xi) the Certificate Principal Balance of
the Class B-4 Certificates (after taking into account distributions
of principal on the Class B-4 Certificates on such Distribution
Date) and (xii) the Certificate Principal Balance of the Class B-5
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 93.00% and (ii) the Pool
Balance as of the last day of the related Collection Period and (B)
the Pool Balance as of the last day of the related Collection
Period minus the product of 0.52% and the Pool Balance on the
Cut-off Date, but in no event less than zero.
“Class B-5 Realized Loss
Amortization Amount”: As to the Class B-5 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-5 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class B-6 Applied Realized
Loss Amount”: As to the Class B-6 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-6 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the Class B-7
Applied Realized Loss Amount as of such Distribution
Date.
“Class B-6 Certificate”:
Any one of the Certificates with a “B-6” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-6, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-6 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-6 Certificates and representing a
regular interest in REMIC 2.
“Class B-6 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 6.611% per annum and on or after the
Optional Termination Date, 7.111% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class B-6 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account distributions of principal
on the Class B-1 Certificates on such Distribution Date), (ix) the
Certificate Principal Balance of the Class B-2 Certificates (after
taking into account distributions of principal on the Class B-2
Certificates on such Distribution Date), (x) the Certificate
Principal Balance of the Class B-3 Certificates (after taking into
account distributions of principal on the Class B-3 Certificates on
such Distribution Date), (xi) the Certificate Principal Balance of
the Class B-4 Certificates (after taking into account distributions
of principal on the Class B-4 Certificates on such Distribution
Date), (xii) the Certificate Principal Balance of the Class B-5
Certificates (after taking into account distributions of principal
on the Class B-5 Certificates on such Distribution Date) and (xiii)
the Certificate Principal Balance of the Class B-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 95.00% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance
as of the last day of the related Collection Period minus the
product of 0.52% and the Pool Balance on the Cut-off Date, but in
no event less than zero.
“Class B-6 Realized Loss
Amortization Amount”: As to the Class B-6 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-6 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow
Amount remaining after distribution
of (i) the amounts described in Section 4.02(B)(i) through (iii)
hereof, in each case for such Distribution Date and (ii) Realized
Loss Amortization Amounts to Classes of Certificates with a higher
distribution priority.
“Class B-7 Applied Realized
Loss Amount”: As to the Class B-7 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class B-7 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the Applied Realized Loss Amount as of
such Distribution Date.
“Class B-7 Certificate”:
Any one of the Certificates with a “B-7” designated on
the face thereof substantially in the form annexed hereto as
Exhibit B-7, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class B-7 Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class B-7 Certificates and representing a
regular interest in REMIC 2.
“Class B-7 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) prior to
the Optional Termination Date, 6.605% per annum and on or after the
Optional Termination Date, 7.105% per annum and (ii) the related
Rate Cap for such Distribution Date.
“Class B-7 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account distributions of principal on the Class A
Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account distributions of principal on the Class M-1 Certificates on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account distributions
of principal on the Class M-2 Certificates on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal
on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution
Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account distributions of principal
on the Class B-1 Certificates on such Distribution Date), (ix) the
Certificate Principal Balance of the Class B-2 Certificates (after
taking into account distributions of principal on the Class B-2
Certificates on such Distribution Date), (x) the Certificate
Principal Balance of the Class B-3 Certificates (after taking into
account distributions of principal on the Class B-3 Certificates on
such Distribution Date), (xi) the Certificate Principal Balance of
the Class B-4 Certificates (after taking into account distributions
of principal on the Class B-4 Certificates on such Distribution
Date), (xii) the
Certificate Principal Balance of the
Class B-5 Certificates (after taking into account distributions of
principal on the Class B-5 Certificates on such Distribution Date),
(xiii) the Certificate Principal Balance of the Class B-6
Certificates (after taking into account distributions of principal
on the Class B-6 Certificates on such Distribution Date) and (xiv)
the Certificate Principal Balance of the Class B-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 96.50% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance
as of the last day of the related Collection Period minus the
product of 0.52% and the Pool Balance on the Cut-off Date, but in
no event less than zero.
“Class B-7 Realized Loss
Amortization Amount”: As to the Class B-7 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class B-7 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class M-1 Applied Realized
Loss Amount”: As to the Class M-1 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-2 Applied Realized Loss Amount, the Class M-3 Applied
Realized Loss Amount, the Class M-4 Applied Realized Loss Amount,
the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied
Realized Loss Amount, the Class B-1 Applied Realized Loss Amount,
the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied
Realized Loss Amount, the Class B-4 Applied Realized Loss Amount,
the Class B-5 Applied Realized Loss Amount, the Class B-6 Applied
Realized Loss Amount and the Class B-7 Applied Realized Loss
Amount, in each case as of such Distribution Date.
“Class M-1 Certificate”:
Any one of the Certificates with an “M-1” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-2, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-1 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.420% per annum, and (ii) on or after the Optional Termination
Date, 0.630% per annum.
“Class M-1 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-1
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-1 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking
into
account distributions of principal
on the Class A Certificates on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 64.30% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance
as of the last day of the related Collection Period minus the
product of 0.52% and the Pool Balance on the Cut-off Date, but in
no event less than zero.
“Class M-1 Realized Loss
Amortization Amount”: As to the Class M-1 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-1 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of the amounts described in Section 4.02(B)(i) through
(iii) hereof, in each case for such Distribution Date.
“Class M-2 Applied Realized
Loss Amount”: As to the Class M-2 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-2 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-3 Applied Realized Loss Amount, the Class M-4 Applied
Realized Loss Amount, the Class M-5 Applied Realized Loss Amount,
the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount,
the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied
Realized Loss Amount, the Class B-5 Applied Realized Loss Amount,
the Class B-6 Applied Realized Loss Amount and the Class B-7
Applied Realized Loss Amount, in each case as of such Distribution
Date.
“Class M-2 Certificate”:
Any one of the Certificates with an “M-2” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-3, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-2 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.450% per annum, and (ii) on or after the Optional Termination
Date, 0.675% per annum.
“Class M-2 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-2
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-2 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account distributions of principal on the Class A Certificates on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 70.10% and (ii) the Pool
Balance as of the last day of the
related Collection Period and (B)
the Pool Balance as of the last day of the related Collection
Period minus the product of 0.52% and the Pool Balance on the
Cut-off Date, but in no event less than zero.
“Class M-2 Realized Loss
Amortization Amount”: As to the Class M-2 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-2 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class M-3 Applied Realized
Loss Amount”: As to the Class M-3 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-3 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-4 Applied Realized Loss Amount, the Class M-5 Applied
Realized Loss Amount, the Class M-6 Applied Realized Loss Amount,
the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
Realized Loss Amount, the Class B-3 Applied Realized Loss Amount,
the Class B-4 Applied Realized Loss Amount, the Class B-5 Applied
Realized Loss Amount, the Class B-6 Applied Realized Loss Amount
and the Class B-7 Applied Realized Loss Amount, in each case as of
such Distribution Date.
“Class M-3 Certificate”:
Any one of the Certificates with an “M-3” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-4, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-3 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.490% per annum, and (ii) on or after the Optional Termination
Date, 0.735% per annum.
“Class M-3 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-3
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-3 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account distributions of principal on the Class A Certificates on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account distributions of principal
on the Class M-2 Certificates on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 72.60% and (ii) the Pool Balance as of the
last day of the
related Collection Period and (B)
the Pool Balance as of the last day of the related Collection
Period minus the product of 0.52% and the Pool Balance on the
Cut-off Date, but in no event less than zero.
“Class M-3 Realized Loss
Amortization Amount”: As to the Class M-3 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-3 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class M-4 Applied Realized
Loss Amount”: As to the Class M-4 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-4 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-5 Applied Realized Loss Amount, the Class M-6 Applied
Realized Loss Amount, the Class B-1 Applied Realized Loss Amount,
the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied
Realized Loss Amount, the Class B-4 Applied Realized Loss Amount,
the Class B-5 Applied Realized Loss Amount, the Class B-6 Applied
Realized Loss Amount and the Class B-7 Applied Realized Loss
Amount, in each case as of such Distribution Date.
“Class M-4 Certificate”:
Any one of the Certificates with an “M-4” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-5, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-4 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.600% per annum, and (ii) on or after the Optional Termination
Date, 0.900% per annum.
“Class M-4 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-4
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-4 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account distributions of principal on the Class A Certificates on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account distributions of principal
on the Class M-2 Certificates on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account distributions of principal on the Class M-3
Certificates on such Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the
product of (i) 76.70% and (ii) the
Pool Balance as of the last day of the related Collection Period
and (B) the Pool Balance as of the last day of the related
Collection Period minus the product of 0.52% and the Pool Balance
on the Cut-off Date, but in no event less than zero.
“Class M-4 Realized Loss
Amortization Amount”: As to the Class M-4 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-4 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class M-5 Applied Realized
Loss Amount”: As to the Class M-5 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-5 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-6 Applied Realized Loss Amount, the Class B-1 Applied
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount,
the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied
Realized Loss Amount, the Class B-5 Applied Realized Loss Amount,
the Class B-6 Applied Realized Loss Amount and the Class B-7
Applied Realized Loss Amount, in each case as of such Distribution
Date.
“Class M-5 Certificate”:
Any one of the Certificates with an “M-5” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-6, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-5 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.630% per annum, and (ii) on or after the Optional Termination
Date, 0.945% per annum.
“Class M-5 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-5
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-5 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account distributions of principal on the Class A Certificates on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account distributions of principal
on the Class M-2 Certificates on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account distributions of principal on the Class M-3
Certificates on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account distributions of principal on the Class M-4
Certificates on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 79.60% and (ii) the Pool
Balance as of the last day of the related Collection Period and (B)
the Pool Balance as of the last day of the related Collection
Period minus the product of 0.52% and the Pool Balance on the
Cut-off Date, but in no event less than zero.
“Class M-5 Realized Loss
Amortization Amount”: As to the Class M-5 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-5 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class M-6 Applied Realized
Loss Amount”: As to the Class M-6 Certificates and as of any
Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the
Principal Remittance Amount and the Extra Principal Distribution
Amount on such Distribution Date, but prior to the application of
the Class M-6 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
Realized Loss Amount, the Class B-3 Applied Realized Loss Amount,
the Class B-4 Applied Realized Loss Amount, the Class B-5 Applied
Realized Loss Amount, the Class B-6 Applied Realized Loss Amount
and the Class B-7 Applied Realized Loss Amount, in each case as of
such Distribution Date.
“Class M-6 Certificate”:
Any one of the Certificates with an “M-6” designated on
the face thereof substantially in the form annexed hereto as
Exhibit C-7, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and
therein.
“Class M-6 Certificate
Margin”: For the Interest Accrual Period for each
Distribution Date (i) prior to the Optional Termination Date,
0.690% per annum, and (ii) on or after the Optional Termination
Date, 1.035% per annum.
“Class M-6 Pass-Through
Rate”: For each Distribution Date, the lesser of (i) LIBOR as
of the related LIBOR Determination Date, plus the Class M-6
Certificate Margin and (ii) the related Rate Cap for such
Distribution Date.
“Class M-6 Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account distributions of principal on the Class A Certificates on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account distributions of principal
on the Class M-2 Certificates on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account distributions of principal on the Class M-3
Certificates on such Distribution Date), (v) the Certificate
Principal Balance of the
Class M-4 Certificates (after taking
into account distributions of principal on the Class M-4
Certificates on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates on
such Distribution Date) and (vii) the Certificate Principal Balance
of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
81.90% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of
the related Collection Period minus the product of 0.52% and the
Pool Balance on the Cut-off Date, but in no event less than
zero.
“Class M-6 Realized Loss
Amortization Amount”: As to the Class M-6 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for the Class M-6 Certificates as of such Distribution
Date and (y) the Monthly Excess Cashflow Amount remaining after
distribution of (i) the amounts described in Section 4.02(B)(i)
through (iii) hereof, in each case for such Distribution Date and
(ii) Realized Loss Amortization Amounts to Classes of Certificates
with a higher distribution priority.
“Class N Certificate”:
Any one of the Class N Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit C-9,
representing the right to distributions as set forth herein and
therein. The Class N Certificates shall not represent an interest
in any REMIC.
“Class R Certificate”:
The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit C-1-1 and evidencing the ownership
of the Class R-1 Interest and the Class R-2 Interest.
“Class R-X Certificate”:
The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit C-1-2 and
evidencing the ownership of the Class R-3 Interest, the Class R-4
Interest, the Class R-5 Interest, the Class R-6 Interest, the Class
R-7 Interest, the Class R-8 Interest, the Class R-9 Interest and
the Class R-10 Interest.
“Class R-1 Interest”:
The uncertificated residual interest in REMIC 1.
“Class R-2 Interest”:
The uncertificated residual interest in REMIC 2.
“Class R-3 Interest”:
The uncertificated residual interest in REMIC 3.
“Class R-4 Interest”:
The uncertificated residual interest in REMIC 4.
“Class R-5 Interest”:
The uncertificated residual interest in REMIC 5.
“Class R-6 Interest”:
The uncertificated residual interest in REMIC 6.
“Class R-7 Interest”:
The uncertificated residual interest in REMIC 7.
“Class R-8 Interest”:
The uncertificated residual interest in REMIC 8.
“Class R-9 Interest”:
The uncertificated residual interest in REMIC 9.
“Class R-10 Interest”:
The uncertificated residual interest in REMIC 10.
“Class X Certificate”:
Any one of the Class X Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit C-8,
representing the right to distributions as set forth herein and
therein.
“Class X/N Certificate”:
An uncertificated certificate in REMIC 10 held by the Trustee on
behalf of the holders of the Class X and Class N Certificates and
representing a regular interest in REMIC 10.
“Class X/N Interest”: An
uncertificated interest in REMIC 2 held by the Trustee on behalf of
the holders of the Class X and Class N Certificates and
representing a regular interest in REMIC 2.
“Class X Distributable
Amount”: With respect to any Distribution Date, the excess of
(i) the aggregate of amounts distributable on the Class X/N
Certificates for such Distribution Date, over (ii) the aggregate of
amounts distributable to the Class N Certificates pursuant to
Section 4.02(B).
“Closing Date”: August
10, 2005.
“Code”: The Internal
Revenue Code of 1986, as it may be amended from time to
time.
“Collection Account”:
The account or accounts created and maintained by the Servicer
pursuant to Section 3.04, which shall be entitled “Collection
Account, Litton Loan Servicing LP, as Servicer, in trust for
registered Holders of 2005-CB4 Trust, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB4,” and which must
be an Eligible Account.
“Collection Period”:
With respect to any Distribution Date, the period from the second
day of the calendar month preceding the month in which such
Distribution Date occurs through the first day of the month in
which such Distribution Date occurs.
“Combined Loan-to-Value
Ratio”: As of any date and Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the Principal
Balance of the Mortgage Loan plus the principal balance of any
related senior mortgage loan, and the denominator of which is the
Value of the related Mortgaged Property.
“Compensating Interest”:
As defined in Section 3.23 hereof.
“Condemnation Proceeds”:
All awards or settlements in respect of a taking of a Mortgaged
Property by exercise of the power of eminent domain or
condemnation.
“Conventional Mortgage
Loan”: Any Mortgage Loan that is not an FHA Loan.
“Corporate Trust
Office”: With respect to the Trustee, the principal corporate
trust office of the Trustee 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 4 New York Plaza, 6 th Floor,
New York, New York 10004, Attention: Worldwide Securities
Services/Global Debt, C-BASS CMLTI Series 2005-CB4, or at such
other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor, the Servicer and
the Seller.
“Corresponding
Certificate”: With respect to each REMIC 1 Regular Interest
or REMIC II Regular Interest set forth below, the corresponding
Regular Certificate set forth in the table below:
|
|
|
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LT1AV1
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Class AV-1
|
|
LT1AV2
|
Class AV-2
|
|
LT1AV3
|
Class AV-3
|
|
LTAF1
|
Class AF-1
|
|
LTAF2
|
Class AF-2
|
|
LTAF3
|
Class AF-3
|
|
LTAF4
|
Class AF-4
|
|
LT1M1
|
Class M-1
|
|
LT1M2
|
Class M-2
|
|
LT1M3
|
Class M-3
|
|
LT1M4
|
Class M-4
|
|
LT1M5
|
Class M-5
|
|
LT1M6
|
Class M-6
|
|
LT1B1, Class B-1 Interest
|
Class B-1
|
|
LT1B2, Class B-2 Interest
|
Class B-2
|
|
LT1B3, Class B-3 Interest
|
Class B-3
|
|
LT1B4, Class B-4 Interest
|
Class B-4
|
|
LT1B5, Class B-5 Interest
|
Class B-5
|
|
LT1B6, Class B-6 Interest
|
Class B-6
|
|
LT1B7, Class B-7 Interest
|
Class B-7
|
|
Class X/N Interest
|
Class X/N Certificates
|
“Custodial Agreement”:
The Custodial Agreement, dated as of July 1, 2005, among the
Trustee, the Servicer and the Custodian, as the same may be amended
or supplemented pursuant to the terms thereof.
“Custodian”: The Bank of
New York, a New York banking corporation, or any successor
custodian appointed pursuant to the terms of the Custodial
Agreement.
“Cut-off Date”: July 1,
2005.
“Cut-off Date Principal
Balance”: With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the Cut-off Date after application
of funds received or advanced on or before such date (or as of the
applicable date of substitution with respect to an Eligible
Substitute Mortgage Loan).
“DBRS”: Dominion Bond
Rating Service, Inc. and its successors, and if such company shall
for any reason no longer perform the functions of a securities
rating agency, “DBRS” shall be deemed to refer to any
other “nationally recognized statistical rating
organization” as set forth on the most current list of such
organizations released by the Securities and Exchange
Commission.
“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.
“Defective Mortgage
Loan”: A Mortgage Loan replaced or to be replaced by one or
more Eligible Substitute Mortgage Loans.
“Deferred Interest”:
With respect to any Mortgage Loan identified on the Mortgage Loan
Schedule as having the possibility of negative amortization, the
current portion of interest not currently paid by the Mortgagor
that is added to the principal balance of such Mortgage
Loan.
“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 5.02(c)
hereof.
“Delinquent”: Any
Mortgage Loan, the Monthly Payment due on a Due Date with respect
to which such monthly payment is not made by the close of business
on the next scheduled Due Date for such Mortgage Loan.
“Depositor”: Citigroup
Mortgage Loan Trust Inc., a Delaware corporation, or any successor
in interest.
“Depository”: The
initial depository shall be The Depository Trust Company, whose
nominee is Cede & Co., or any other organization registered as
a “clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall
initially be the registered Holder of the Book-Entry Certificates.
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.
“Depository Agreement”:
With respect to any Book-Entry Certificates, the agreement among
the Depositor, the Trustee and the initial Depository, to be dated
on or about the Closing Date.
“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 any Distribution Date, the 10 th day of
the calendar month in which such Distribution Date occurs or, if
such 10 th day is not a Business Day, the Business Day
immediately preceding such 10 th 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
the Trust other than through an Independent Contractor;
provided , however , that the Trustee (or the
Servicer under this Agreement) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Servicer
under this Agreement) 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”: A “disqualified organization”
under Section 860E of the Code, which as of the Closing Date is any
of: (i) the United States, any state or political subdivision
thereof, any possession of the United States, any foreign
government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization
(other than a cooperative described in Section 521 of the Code)
which 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, (iii) any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any other Person so designated
by the Trustee based upon an Opinion of Counsel provided by
nationally recognized counsel to the Trustee that the holding of an
ownership interest in a Residual Certificate by such Person may
cause the Trust Fund or any Person having an ownership interest in
any Class of Certificates (other than such Person) to incur
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. A corporation will not be
treated as an instrumentality of the United States or of any state
or political subdivision thereof if all of its activities are
subject to tax and a majority of its board of directors is not
selected by a governmental unit. The term “United
States,” “state” and “international
organization” shall have the meanings set forth in Section
7701 of the Code.
“Distribution Account”:
The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.04(b) which shall be entitled
“Distribution Account, JPMorgan Chase Bank, National
Association, as Trustee, in trust for the registered Holders of
2005-CB4 Trust, C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2005-CB4” and which must be an Eligible
Account.
“Distribution Date”: The
25 th day of any calendar month, or if such 25
th day is not a Business Day, the Business Day
immediately following such 25 th day, commencing in
August 2005.
“Due Date”: With respect
to each Mortgage Loan, the day of the calendar month on which the
Monthly Payment for such Mortgage Loan was due.
“Eligible Account”: Any
of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt
obligations of which (or, in the
case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short-term unsecured
debt obligations of such holding company) are rated
“A-1” (or the equivalent) by each of the Rating
Agencies at the time any amounts are held on deposit therein, (ii)
an account or accounts the deposits in which are fully insured by
the FDIC (to the limits established by such corporation), the
uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders will have
a claim with respect to the funds in such account or a perfected
first priority security interest against such collateral (which
shall be limited to Permitted Investments) securing such funds that
is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii)
a trust account or accounts maintained with the trust department of
a federal or state chartered depository institution, national
banking association or trust company acting in its fiduciary
capacity or (iv) an account otherwise acceptable to each Rating
Agency without reduction or withdrawal of their then current
ratings of the Certificates as evidenced by a letter from each
Rating Agency to the Trustee. Eligible Accounts may bear
interest.
“Eligible Substitute Mortgage
Loan”: A mortgage loan substituted for a Defective 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, and not more than 5% less than, the outstanding
principal balance of the Defective Mortgage Loan as of the Due Date
in the calendar month during which the substitution occurs, (ii)
have a Mortgage Interest Rate, with respect to a Fixed-Rate
Mortgage Loan, not less than the Mortgage Interest Rate of the
Defective Mortgage Loan and not more than 1% in excess of the
Mortgage Interest Rate of such Defective Mortgage Loan, (iii) if an
Adjustable-Rate Mortgage Loan, have a Maximum Loan Rate not less
than the Maximum Loan Rate for the Defective Mortgage Loan, (iv) if
an Adjustable-Rate Mortgage Loan, have a Minimum Loan Rate not less
than the Minimum Loan Rate of the Defective Mortgage Loan, (v) if
an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Defective Mortgage Loan, (vi)
if an Adjustable-Rate Mortgage Loan, have a next Adjustment Date
not more than two months later than the next Adjustment Date on the
Defective Mortgage Loan, an Eligible Substitute Mortgage Loan must
have all Adjustment Dates occurring during the same Interest
Accrual Period during which Adjustment Dates occur with respect to
the substituted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than)
that of the Defective Mortgage Loan, (viii) be current as of the
date of substitution, (ix) have a Combined Loan-to-Value Ratio as
of the date of substitution equal to or lower than the Combined
Loan-to-Value Ratio of the Defective Mortgage Loan as of such date,
(x) have a risk grading determined by the Seller at least equal to
the risk grading assigned on the Defective Mortgage Loan, (xi) have
been reunderwritten by the Seller in accordance with the same
underwriting criteria and guidelines as the Defective Mortgage Loan
and (xii) conform to each representation and warranty set forth in
Section 2.04 hereof applicable to the Defective Mortgage Loan. In
the event that one or more mortgage loans are substituted for one
or more Defective Mortgage Loans, the amounts described in clause
(i) hereof shall be determined on the basis of aggregate principal
balances, the Mortgage Interest Rates described in clause (ii)
hereof shall be determined on the basis of weighted average
Mortgage Interest Rates, the risk gradings described in clause (x)
hereof shall be satisfied as to each such mortgage loan, the terms
described in clause (vii) hereof shall be determined on the basis
of weighted average remaining term to maturity, the
Combined Loan-to-Value Ratios
described in clause (ix) 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 Eligible Substitute
Mortgage Loan or in the aggregate, as the case may be.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“ERISA Restricted
Certificates”: Any of the Mezzanine Certificates, Class B
Certificates, Class N Certificates, Class X Certificates and
Residual Certificates.
“Escrow Account”: The
account or accounts created and maintained pursuant to Section
3.06.
“Escrow Payments”: The
amounts constituting ground rents, taxes, assessments, water rates,
mortgage insurance premiums, fire and hazard insurance premiums and
other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to any Mortgage Loan.
“Estate in Real
Property”: A fee simple estate in a parcel of real
property.
“Expense Fee Rate”: The
sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
Rate.
“Extra Principal Distribution
Amount”: As of any Distribution Date, the lesser of (x) the
Monthly Excess Cashflow Amount for such Distribution Date and (y)
the Overcollateralization Deficiency for such Distribution
Date.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“FHA”: The Federal
Housing Administration, an agency within HUD.
“FHA Approved
Mortgagee”: Those institutions which are approved by FHA to
act as servicer and mortgagee of record pursuant to FHA
Regulations.
“FHA Insurance Contract”
or “FHA Insurance”: The contractual obligation of FHA
respecting the insurance of an FHA Loan pursuant to the National
Housing Act, as amended.
“FHA Loan”: A Mortgage
Loan which is the subject of an FHA Insurance Contract as evidenced
by a Mortgage Insurance Certificate.
“FHA Regulations”:
Regulations promulgated by HUD under the National Housing Act,
codified in 24 Code of Federal Regulations, and other HUD issuances
relating to FHA Loans, including the related handbooks, circulars,
notices and mortgagee letters.
“Fidelity Bond”: Shall
have the meaning assigned thereto in Section 3.12.
“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 or the Servicer pursuant to or as
contemplated by Section 2.03 or 10.01), a determination made by the
Servicer that all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Servicer shall maintain
records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fitch”: Fitch Ratings
and its successors, and if such company shall for any reason no
longer perform the functions of a securities rating agency,
“Fitch” shall be deemed to refer to any other
“nationally recognized statistical rating organization”
as set forth on the most current list of such organizations
released by the Securities and Exchange Commission.
“Fixed-Rate Mortgage
Loan”: A Group II Mortgage Loan which has a constant annual
rate at which interest accrues in accordance with the provisions of
the related Mortgage Note.
“Fixed Rate
Certificates”: The Group II Certificates (other than the
Class AF-1 Certificates), the Class B-4 Certificates, the Class B-5
Certificates, the Class B-6 Certificates and the Class B-7
Certificates.
“Floating Rate
Certificates”: The Group I Certificates, the Class AF-1
Certificates, the Mezzanine Certificates, the Class B-1
Certificates, the Class B-2 Certificates and the Class B-3
Certificates.
“Foreclosure Price”: The
amount reasonably expected to be received from the sale of the
related Mortgaged Property net of any expenses associated with
foreclosure proceedings.
“Gross Margin”: With
respect to each Adjustable-Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Interest Rate for such
Mortgage Loan.
“Group I Certificates”:
The Class AV-1 Certificates, the Class AV-2 Certificates and the
Class AV-3 Certificates.
“Group I Interest Remittance
Amount”: As of any Determination Date, the sum, without
duplication, of (i) all interest collected or advanced with respect
to the related Collection Period on the Group I Mortgage Loans
(less the Servicing Fee, amounts available for reimbursement of
Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03), (ii) all
Compensating Interest paid by the Servicer on such Determination
Date with respect to the Group I Mortgage Loans and (iii) the
portion of any payment in connection with any substitution,
Purchase Price, Termination Price or Net Liquidation Proceeds or
Insurance Proceeds relating to interest with respect to the Group I
Mortgage Loans received during the related Prepayment
Period.
“Group I Mortgage
Loans”: An Adjustable-Rate Mortgage Loan assigned to Loan
Group I.
“Group I Principal Remittance
Amount”: With respect to any Distribution Date, the sum (less
amounts available for reimbursement of Advances and Servicing
Advances pursuant to Section 3.05 and expenses reimbursable
pursuant to Section 6.03) of the following amounts to the extent of
funds available therefor, with respect to the Group I Mortgage
Loans and the immediately preceding Collection Period: (i) each
payment of principal on a Group I Mortgage Loan due during the
related Collection Period and received by the Servicer on or prior
to the related Determination Date, and any Advances with respect
thereto, (ii) all full and partial Principal Prepayments on the
Group I Mortgage Loans received by the Servicer during the related
Prepayment Period, (iii) the Net Liquidation Proceeds allocable to
principal on the Group I Mortgage Loans and any Subsequent
Recoveries on the Group I Mortgage Loans actually collected by the
Servicer during the related Prepayment Period, (iv) with respect to
Defective Mortgage Loans in Loan Group I repurchased with respect
to such Prepayment Period, the portion of the Purchase Price
allocable to principal, (v) any Substitution Adjustment Amounts
with respect to the Group I Mortgage Loans received on or prior to
the previous Determination Date and not yet distributed and (vi) on
the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the
Termination Price in respect of principal on the Group I Mortgage
Loans.
“Group I Senior Principal
Allocation Percentage”: As of any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (x)
the Group I Principal Remittance Amount and the denominator of
which is (y) the Principal Remittance Amount.
“Group I Senior Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the product of (x) the Senior Principal Distribution Amount and (y)
the Group I Senior Principal Allocation Percentage.
“Group II Certificates”:
The Class AF-1 Certificates, the Class AF-2 Certificates, the Class
AF-3 Certificates and the Class AF-4 Certificates.
“Group II Interest Remittance
Amount”: As of any Determination Date, the sum, without
duplication, of (i) all interest collected or advanced with respect
to the related Collection Period on the Group II Mortgage Loans
(less the Servicing Fee, amounts available for reimbursement of
Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03), (ii) all
Compensating Interest paid by the Servicer on such Determination
Date with respect to the Group II Mortgage Loans and (iii) the
portion of any payment in connection with any substitution,
Purchase Price, Termination Price or Net Liquidation Proceeds or
Insurance Proceeds relating to interest with respect to the Group
II Mortgage Loans received during the related Prepayment
Period.
“Group II Mortgage
Loans”: A Fixed-Rate Mortgage Loan assigned to Loan Group
II.
“Group II Principal Remittance
Amount”: With respect to any Distribution Date, the sum (less
amounts available for reimbursement of Advances and Servicing
Advances pursuant to Section 3.05 and expenses reimbursable
pursuant to Section 6.03) of the following amounts to the extent of
funds available therefor, with respect to the Group II Mortgage
Loans and the immediately preceding Collection Period: (i) each
payment of principal on a Group II Mortgage Loan due during the
related Collection Period and received by the Servicer on or prior
to the related Determination Date, and any Advances with respect
thereto, (ii) all full and partial Principal Prepayments on the
Group II Mortgage Loans received by the Servicer during the related
Prepayment Period, (iii) the Net Liquidation Proceeds allocable to
principal on the Group II Mortgage Loans and any Subsequent
Recoveries on the Group II Mortgage Loans actually collected by the
Servicer during the related Prepayment Period, (iv) with respect to
Defective Mortgage Loans in Loan Group II repurchased with respect
to such Prepayment Period, the portion of the Purchase Price
allocable to principal, (v) any Substitution Adjustment Amounts
with respect to the Group II Mortgage Loans received on or prior to
the previous Determination Date and not yet distributed and (vi) on
the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the
Termination Price in respect of principal on the Group II Mortgage
Loans.
“Group II Senior Principal
Allocation Percentage”: As of any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (x)
the Group II Principal Remittance Amount and the denominator of
which is (y) the Principal Remittance Amount.
“Group II Senior Principal
Distribution Amount”: As of any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect,
the product of (x) the Senior Principal Distribution Amount and (y)
the Group II Senior Principal Allocation Percentage.
“Highest Priority”: As
of any date of determination, the Class of Class B Certificates,
Mezzanine Certificates or Class A Certificates then outstanding
with a Certificate Principal Balance greater than zero, with the
highest priority for payments pursuant to Section 4.02, in the
following order: Class A, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5, Class B-6 and Class B-7.
“HUD”: The United States
Department of Housing and Urban Development, or any successor
thereto and including the Federal Housing Commissioner and the
Secretary of Housing and Urban Development where appropriate under
the FHA Regulations.
“Independent”: When used
with respect to any specified Person, any such Person who (i) is in
fact independent of the Depositor, the Servicer and their
respective Affiliates, (ii) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor or the Servicer or any Affiliate thereof, and (iii) is
not connected with the Depositor or the 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 or the 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 Servicer or any Affiliate
thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer)
that would be an “independent contractor” with respect
to the Trust Fund within the meaning of Section 856(d)(3) of the
Code if the Trust Fund 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 percent or more of any Class of Certificates), so
long as the Trust Fund does not receive or derive any income from
such Person and provided that the relationship between such Person
and the Trust Fund 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 Servicer) if the Trustee has received an
Opinion of Counsel, which Opinion of Counsel shall be an expense of
the Trust Fund, to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of
such REO Property to fail to qualify as Rents from Real
Property.
“Index”: With respect to
each Adjustable-Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial Certificate Principal
Balance”: With respect to any Certificate of a Class other
than a Class N, Class X or Residual Certificate, the amount
designated “Initial Certificate Principal Balance” on
the face thereof.
“Initial Notional
Amount”: With respect to any Class N Certificate, the amount
designated “Initial Notional Amount” on the face
thereof.
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the 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 (i) with
respect to the Floating Rate Certificates, the period from the
preceding Distribution Date to the day prior to the current
Distribution Date (or, in the case of the first Distribution Date,
the period from the Closing Date through August 24, 2005) and
calculations of interest will be made on the basis of the actual
number of days in the Interest Accrual Period and on a 360-day
year, and (ii) with respect to the Fixed Rate Certificates, the
Class N Certificates and the Class X Certificates, the calendar
month immediately preceding the month in which such Distribution
Date occurs, and calculations of interest will be made on the basis
of a 360-day year assumed to consist of twelve 30-day
months.
“Interest Carry Forward
Amount”: For any Class of Certificates (other than the Class
X and Residual Certificates) and any Distribution Date, the sum of
(a) the excess, if any, of the Accrued Certificate Interest and any
Interest Carry Forward Amount for the prior Distribution Date, over
the amount in respect of interest actually distributed on each
Class on such prior Distribution Date and (b) interest on such
excess at the applicable Pass-Through Rate
(i) with respect to the Floating
Rate Certificates, for the actual number of days elapsed on the
basis of a 360-day year since the prior Distribution Date and (ii)
with respect to the Fixed Rate Certificates, on the basis of a
360-day year consisting of twelve 30-day months.
“Interest Percentage”:
With respect to any Class of Certificates, the Class B Interests
and the Class X/N Interest and any Distribution Date, the ratio
(expressed as a decimal carried to six places) of the Accrued
Certificate Interest for such Class to the sum of the Accrued
Certificate Interest for all Classes, in each case with respect to
such Distribution Date.
“Interest Remittance
Amount”: For any Distribution Date, the sum of (i) the Group
I Interest Remittance Amount and (ii) the Group II Interest
Remittance Amount for such Distribution Date.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received subsequent to
the Determination Date immediately following any related Collection
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 on a contractual
basis for such Collection Period and not previously
recovered.
“LIBOR”: With respect to
the Floating Rate Certificates and each Interest Accrual Period,
the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the offered rate for one month
United States dollar deposits, as such rate appears on the Telerate
Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date. If no such quotations are available on an LIBOR
Determination Date, LIBOR for the related Interest Accrual Period
will be established by the Trustee as follows:
(i) If
on such LIBOR Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered
quotations (rounded upwards if necessary to the nearest whole
multiple of 0.001%);
(ii) If
on such LIBOR Determination Date fewer than two Reference Banks
provide such offered quotations, LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of the rates quoted by
one or more major banks in New York City, selected by the Trustee
after consultation with the Depositor, as of 11:00 A.M., New York
City time, on such date for loans in U.S. Dollars to leading
European banks for a period of one month in amounts approximately
equal to the aggregate Certificate Principal Balance of the
Floating Rate Certificates; and
(iii) If
no such quotations can be obtained, LIBOR for the related Interest
Accrual Period shall be LIBOR for the prior Distribution
Date.
“LIBOR Business Day”:
Any day on which banks in London, England and The City of New York
are open and conducting transactions in foreign currency and
exchange.
“LIBOR Determination
Date”: With respect to any Interest Accrual Period for the
Floating Rate Certificates, the second LIBOR Business Day preceding
the first day of such Interest Accrual Period.
“Liquidated Mortgage
Loan”: As to any Distribution Date, any Mortgage Loan in
respect of which the Servicer has determined, in accordance with
the servicing procedures specified herein, as of the end of the
related Prepayment Period, that all Liquidation Proceeds and
Insurance Proceeds which it expects to recover with respect to the
liquidation of the Mortgage Loan or disposition of the related REO
Property have been recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is removed from the Trust Fund by reason of its being
purchased, sold or replaced pursuant to or as contemplated by
Section 2.03 or Section 10.01. 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 the Trust Fund by reason of its being sold or
purchased pursuant to Section 3.13 or Section 10.01.
“Liquidation Proceeds”:
The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the 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
or (ii) the liquidation of a defaulted Mortgage Loan by means of a
trustee’s sale, foreclosure sale or otherwise.
“Liquidation Report”:
The report with respect to a Liquidated Mortgage Loan in such form
and containing such information as is agreed to by the Servicer and
the Trustee.
“Loan Group”: Either
Loan Group I or Loan Group II, as the context requires.
“Loan Group I”: The
Group I Mortgage Loans.
“Loan Group II”: The
Group II Mortgage Loans.
“Lockout Certificate
Percentage”: With respect to the Class AF-4 Certificates and
any Distribution Date, the percentage equal to the Certificate
Principal Balance of the Class AF-4 Certificates immediately prior
to such Distribution Date divided by the aggregate Certificate
Principal Balance of the Group II Certificates immediately prior to
such Distribution Date.
“Lockout Distribution
Percentage”: With respect to the Class AF-4 Certificates and
any Distribution Date, the indicated percentage of the Lockout
Certificate Percentage for such Distribution Date:
|
Distribution Date Occurring In
|
Percentage
|
|
August 2005 through July
2008
|
0%
|
|
August 2008 through July
2010
|
45%
|
|
August 2010 through July
2011
|
80%
|
|
August 2011 through July
2012
|
100%
|
|
August 2012 and
thereafter
|
300%
|
“Losses”: As defined in
Section 9.03.
“Lost Note Affidavit”:
With respect to any Mortgage Loan as to which the original Mortgage
Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with
a copy of the related Mortgage Note and indemnifying the Trust
against any loss, cost or liability resulting from the failure to
deliver the original Mortgage Note) in the form of Exhibit H
hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing
at least 51% of the Voting Rights.
“Majority Class R
Certificateholders”: The Holders of Residual Certificates
evidencing at least a 51% Percentage Interest in the applicable
Class of Residual Certificates.
“Marker Rate”: With
respect to the Class X/N Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular
Interest LT1AV1, REMIC 1 Regular Interest LT1AV2, REMIC 1 Regular
Interest LT1AV3, REMIC 1 Regular Interest LT1AF1, REMIC 1 Regular
Interest LT1AF2, REMIC 1 Regular Interest LT1AF3, REMIC 1 Regular
Interest LT1AF4, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular
Interest LT1M6, REMIC 1 Regular Interest LT1B1, REMIC 1 Regular
Interest LT1B2, REMIC 1 Regular Interest LT1B3, REMIC 1 Regular
Interest LT1B4, REMIC 1 Regular Interest LT1B5, REMIC 1 Regular
Interest LT1B6, REMIC 1 Regular Interest LT1B7 and REMIC 1 Regular
Interest LT1ZZ, with the rate on each such REMIC 1 Regular Interest
(other than REMIC 1 Regular Interest LT1ZZ) subject to a cap equal
to the lesser of (i) (a) LIBOR as of the related LIBOR
Determination Date, plus the related Certificate Margin for the
Corresponding Certificate or (b) the fixed pass-through rate for
the related Corresponding Certificate, as applicable, and (ii) the
related Rate Cap for such Distribution Date, and with the rate on
REMIC 1 Regular Interest LT1ZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 1 Pass-Through
Rate and the related caps with respect to REMIC 1 Regular Interest
LT1AV1, REMIC 1 Regular Interest LT1AV2, REMIC 1 Regular Interest
LT1AV3, REMIC 1 Regular Interest LT1AF1, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest
LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest
LT1B1, REMIC 1 Regular Interest LT1B2 and REMIC 1 Regular Interest
LT1B3 shall be multiplied by a fraction, the numerator of which is
the actual number of days elapsed in the related Interest Accrual
Period and the denominator of which is 30.
“Maximum Loan Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage
Interest Rate thereunder.
“Maximum LT1ZZ Uncertificated
Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1
Regular Interest LT1ZZ for such Distribution Date on a balance
equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1ZZ minus the REMIC 1 Overcollateralized Amount, in each
case for such Distribution Date, over (b) Uncertificated Accrued
Interest on REMIC 1 Regular Interest LT1AV1, REMIC 1 Regular
Interest LT1AV2, REMIC 1 Regular Interest LT1AV3, REMIC 1 Regular
Interest LT1AF1, REMIC 1 Regular Interest LT1AF2, REMIC 1 Regular
Interest LT1AF3, REMIC 1 Regular Interest LT1AF4, REMIC 1 Regular
Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular
Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular
Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular Interest LT1B2, REMIC 1 Regular
Interest LT1B3, REMIC 1 Regular Interest LT1B4, REMIC 1 Regular
Interest LT1B5, REMIC 1 Regular Interest LT1B6 and REMIC 1 Regular
Interest LT1B7 with the rate on each such REMIC 1 Regular Interest
subject to a cap equal to the lesser of (i) (a) LIBOR as of the
related LIBOR Determination Date, plus the related Certificate
Margin for the Corresponding Certificate or (b) the fixed
pass-through rate for the related Corresponding Certificate, as
applicable, and (ii) the related Rate Cap for such Distribution
Date for the purpose of this calculation; provided, however, that
for this purpose, calculations of the Uncertificated REMIC 1
Pass-Through Rate and the related caps with respect to REMIC 1
Regular Interest LT1AV1, REMIC 1 Regular Interest LT1AV2, REMIC 1
Regular Interest LT1AV3, REMIC 1 Regular Interest LT1AF1, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1
Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
Regular Interest LT1B1, REMIC 1 Regular Interest LT1B2 and REMIC 1
Regular Interest LT1B3 shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is
30.
“Mezzanine
Certificates”: The Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates and the Class M-6
Certificates.
“Minimum Loan Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage
Interest Rate thereunder.
“Monthly Excess Cashflow
Amount”: The sum of (i) the Monthly Excess Interest Amount
and (ii) the Overcollateralization Release Amount.
“Monthly Excess Interest
Amount”: With respect to each Distribution Date, the amount,
if any, by which the Interest Remittance Amount for such
Distribution Date exceeds the aggregate amount distributed on such
Distribution Date pursuant to Section 4.01(I) through Section
4.01(III).
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to
such
Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor
pursuant to the Relief Act; (b) without giving effect to any
extension granted or agreed to by the Servicer pursuant to Section
3.01; and (c) on the assumption that all other amounts, if any, due
under such Mortgage Loan are paid when due.
“Monthly Statement”: The
statement prepared and distributed by the Trustee pursuant to
Section 4.06(a).
“Moody’s”:
Moody’s Investors Service, Inc. and its successors, and if
such company shall for any reason no longer perform the functions
of a securities rating agency, “Moody’s” shall be
deemed to refer to any other “nationally recognized
statistical rating organization” as set forth on the most
current list of such organizations released by the Securities and
Exchange Commission.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first or
second lien on, or first or second 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 Insurance
Certificate”: The certificate evidencing an FHA Insurance
Contract.
“Mortgage Interest
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, which
rate (i) in the case of each Fixed-Rate Mortgage Loan shall remain
constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Interest Rate in effect immediately following the Cut-off
Date and (ii) in the case of each Adjustable-Rate Mortgage Loan (A)
as of any date of determination until the first Adjustment Date
following the Cut-off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Interest Rate in effect
immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the nearest
0.125% as provided in the Mortgage Note, of the Index, determined
as set forth in the related Mortgage Note, plus the related Gross
Margin subject to the limitations set forth in the related Mortgage
Note. 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.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part
of the Trust Fund, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.
“Mortgage Loan Purchase
Agreement”: The agreement between the Seller and the
Depositor, dated as of August 5, 2005, regarding the transfer of
the Mortgage Loans by the Seller to or at the direction of the
Depositor.
“Mortgage Loan
Schedule”: As of any date (i) with respect to the Mortgage
Loans, the list of such Mortgage Loans included in the Trust Fund
on such date, separately identifying the Group I Mortgage Loans and
the Group II Mortgage Loans, attached hereto as Exhibit D. The
Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage
Loan:
|
(1)
|
the Seller’s Mortgage Loan
identifying number;
|
|
|
(2)
|
the city, state, and zip code of the
Mortgaged Property;
|
(3)
the type of Residential
Dwelling constituting the Mortgaged Property or a designation that
the Mortgaged Property is a multi-family property;
|
(4)
|
the occupancy status of the
Mortgaged Property at origination;
|
|
|
(5)
|
the original months to
maturity;
|
|
|
(6)
|
the date of origination;
|
|
|
(7)
|
the first payment date;
|
|
|
(8)
|
the stated maturity date;
|
|
|
(9)
|
the stated remaining months to
maturity;
|
|
|
(10)
|
the original principal amount of the
Mortgage Loan;
|
|
|
(11)
|
the Principal Balance of each
Mortgage Loan as of the Cut-off Date;
|
|
|
(12)
|
[reserved];
|
|
|
(13)
|
the Mortgage Interest Rate of the
Mortgage Loan as of the Cut-off Date;
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) the
current principal and interest payment of the Mortgage Loan as of
the Cut-off Date;
|
(15)
|
the contractual interest paid to
date of the Mortgage Loan;
|
(16) if the
Mortgage Loan is not owner-financed, the Combined Loan-to-Value
Ratio at origination;
(17) a code
indicating the loan performance status of the Mortgage Loan as of
the Cut-off Date;
(18) a code
indicating whether the Mortgage Loan is a Simple Interest Mortgage
Loan or an Actuarial Mortgage Loan;
(19) a code
indicating whether the Mortgaged Property is in bankruptcy or in
its forbearance period as of the Cut-off Date;
(20) a code
indicating whether the Mortgage Loan is conventional or insured by
the FHA;
(21) with
respect to each Adjustable-Rate Mortgage Loan, a code indicating
the Index that is associated with such Mortgage Loan, the Gross
Margin, the Periodic Rate Cap, the Minimum Loan Rate, the Maximum
Loan Rate, the first Adjustment Date immediately following the
Cut-off Date, the rate adjustment frequency and the payment
adjustment frequency;
(22) a code
indicating whether the Mortgage Loan has a Prepayment Charge and
the type of Prepayment Charge;
|
(23)
|
a code indicating whether the
Mortgage Loan is owner-financed;
|
(24) a code
indicating whether the Mortgage Loan is subject to negative
amortization; and
|
(25)
|
a code indicating whether the
Mortgage Loan is a second lien.
|
The Mortgage Loan Schedule shall set
forth the following information, as of the Cut-off Date, with
respect to the Mortgage Loans in the aggregate, for the Group I
Mortgage Loans and for the Group II Mortgage Loans: (1) the number
of Mortgage Loans; (2) the current Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of
the Mortgage Loans; and (4) the weighted average maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by the Seller in accordance with the provisions of
this Agreement. With respect to any Eligible 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 indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The
pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgaged Property”:
The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a
Residential Dwelling or multi-family dwelling.
“Mortgagor”: The obligor
on a Mortgage Note.
“Net Liquidation
Proceeds”: With respect to any Liquidated Mortgage Loan or
any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds net of Advances,
Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.
“Net Mortgage Interest
Rate”: With respect to any Mortgage Loan, the Mortgage
Interest Rate borne by such Mortgage Loan minus the Expense Fee
Rate.
“Net WAC Rate Carryover
Amount”: For any Distribution Date and any Class A
Certificate, Mezzanine Certificate or Class B Certificate, the
excess of (i) the amount of interest accrued on such Certificate
based on the related Pass-Through Rate (without regard to the
related Rate Cap), over (ii) the amount of interest accrued on such
Certificate based on the related Rate Cap, together with the unpaid
portion of any such excess from prior Distribution Dates and
interest accrued thereon at the then applicable Pass-Through Rate
(without regard to the related Rate Cap) on such
Certificate.
“Net WAC Rate Carryover
Reserve Account”: The reserve account established and
maintained pursuant to Section 3.29.
“New Lease”: Any lease
of REO Property entered into on behalf of the Trust, including any
lease renewed or extended on behalf of the Trust if the Trust has
the right to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or
proposed to be made in respect of a Mortgage Loan that, in the good
faith business judgment of the Servicer, will not or, in the case
of a proposed Advance or Servicing Advance, would not be ultimately
recoverable from Late Collections on such Mortgage Loan as provided
herein.
“Notional Amount”:
Immediately prior to any Distribution Date, with respect to the
Class X/N Interest, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests. With respect to the Class N
Certificates, an amount equal to the Original Class N Notional
Amount reduced by the aggregate distributions made to the Class N
Certificates pursuant to Section 4.02(B)(v).
“Offered Certificates”:
The Class A Certificates and the Mezzanine Certificates.
“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), or by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Servicer, the Seller or the Depositor, as
applicable.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer except that any
opinion of counsel relating to (a) the qualification of any REMIC
as a REMIC or (b) compliance with the REMIC Provisions must be an
opinion of Independent counsel.
“Optional Termination
Date”: The first Distribution Date on which the Servicer or
an Affiliate of the Servicer may opt to terminate the Mortgage Pool
pursuant to Section 10.01.
“Original Class N Notional
Amount”: The Notional Amount of the Class N Certificates on
the Closing Date, as set forth opposite such Class in the
Preliminary Statement.
“Original Class Certificate
Principal Balance”: With respect to each Class of
Certificates, the Certificate Principal Balance thereof on the
Closing Date, as set forth opposite such Class in the Preliminary
Statement, except with respect to the Class N, Class X and Residual
Certificates, which have an Original Class Certificate Principal
Balance of zero.
“Overcollateralization
Amount”: As of any Distribution Date, the excess of (x) the
Pool Balance as of the last day of the immediately preceding
Collection Period over (y) the aggregate Certificate Principal
Balance of the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates (after taking into account all
distributions of principal on such Distribution Date).
“Overcollateralization
Deficiency”: As of any Distribution Date, the excess, if any,
of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for
such Distribution Date, calculated for this purpose after taking
into account the reduction on such Distribution Date of the
aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates resulting from the distribution of the Principal
Remittance Amount on such Distribution Date, but prior to taking
into account any Applied Realized Loss Amounts on such Distribution
Date.
“Overcollateralization Release
Amount”: With respect to any Distribution Date after the
Stepdown Date on which a Trigger Event is not in effect, the lesser
of (x) the Principal Remittance Amount for such Distribution Date
and (y) the excess, if any, of (i) the Overcollateralization Amount
for such Distribution Date (assuming that 100% of the Principal
Remittance Amount is applied as a principal distribution on the
Class A Certificates, the Mezzanine Certificates and the Class B
Certificates on such Distribution Date), over (ii) the Targeted
Overcollateralization Amount for such Distribution Date. With
respect to any Distribution Date prior to the Stepdown Date or on
or after the Stepdown Date on which a Trigger Event is in effect,
the Overcollateralization Release Amount will be zero.
“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”: Any
of the Class AV-1 Pass-Through Rate, the Class AV-2 Pass-Through
Rate, the Class AV-3 Pass-Through Rate, the Class AF-1 Pass-Through
Rate, the Class AF-2 Pass-Through Rate, the Class AF-3 Pass-Through
Rate, the Class AF-4 Pass-Through Rate, the Class M-1 Pass-Through
Rate, the Class M-2 Pass-Through Rate, the Class M-3 Pass-Through
Rate, the Class M-4 Pass-Through Rate, the Class M-5 Pass-Through
Rate, the Class M-6 Pass-Through Rate, the Class B-1 Pass-Through
Rate, the Class B-2 Pass-Through Rate, the Class B-3 Pass-Through
Rate, the Class B-4 Pass-Through Rate, the Class B-5 Pass-Through
Rate, the Class B-6 Pass-Through Rate or the Class B-7 Pass-Through
Rate. With respect to the Class N Certificates, the Pass-Through
Rate is 6.00% per annum. With respect to the Class X/N Interest and
any Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is (x) interest on
the Uncertificated Principal Balance of each REMIC 1 Regular
Interest listed in clause (y) at a rate equal to the related
Uncertificated REMIC 1 Pass-Through Rate minus the Marker Rate and
the denominator of which is (y) the aggregate Uncertificated
Principal Balance of REMIC 1 Regular Interest
LT1AA, REMIC 1 Regular Interest
LT1AV1, REMIC 1 Regular Interest LT1AV2, REMIC 1 Regular Interest
LT1AV3, REMIC 1 Regular Interest LT1AF1, REMIC 1 Regular Interest
LT1AF2, REMIC 1 Regular Interest LT1AF3, REMIC 1 Regular Interest
LT1AF4, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1B1, REMIC 1 Regular Interest
LT1B2, REMIC 1 Regular Interest LT1B3, REMIC 1 Regular Interest
LT1B4, REMIC 1 Regular Interest LT1B5, REMIC 1 Regular Interest
LT1B6, REMIC 1 Regular Interest LT1B7 and REMIC 1 Regular Interest
LT1ZZ.
“Paying Agent”: Any
paying agent appointed pursuant to Section 5.05.
“Percentage Interest”:
With respect to any Certificate (other than a Class N, Class X or
Residual Certificate), a fraction, expressed as a percentage, the
numerator of which is the Initial Certificate Principal Balance, as
the case may be, represented by such Certificate and the
denominator of which is the Original Class Certificate Principal
Balance of the related Class. With respect to a Class N
Certificate, the undivided percentage interest obtained by dividing
the Initial Notional Amount evidenced by such Certificate by the
Original Class N Notional Amount. With respect to a Class X or
Residual Certificate, the portion of the Class evidenced thereby,
expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.
“Periodic Rate Cap”:
With respect to each Adjustable-Rate Mortgage Loan and any
Adjustment Date therefor, the fixed percentage set forth in the
related Mortgage Note, which is the maximum amount by which the
Mortgage Interest Rate for such Mortgage Loan may increase or
decrease (without regard to the Maximum Loan Rate or the Minimum
Loan Rate) on such Adjustment Date from the Mortgage Interest Rate
in effect immediately prior to such Adjustment Date.
“Permitted Investments”:
Any one or more of the following obligations or securities acquired
at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Trustee or
any of their respective Affiliates or for which an Affiliate of the
Trustee serves as an advisor:
(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;
(i) (A)
demand and time deposits in, certificates of deposit of,
bankers’ acceptances issued by or federal funds sold by any
depository institution or trust company (including the Trustee or
its agents acting in their respective commercial capacities)
incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment,
such depository institution or trust company or its ultimate parent
has a short term uninsured debt rating in one of the two highest
available rating categories of S&P (i.e., A-1+ and A-1) and
Moody’s and the highest available rating category of Fitch
and
DBRS provided that each such
investment has an original maturity of no more than 365 days and
(B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(ii) repurchase
obligations with a term not to exceed 30 days with respect to any
security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) rated
A-1 or higher by S&P, Fitch and DBRS and rated A2 or higher by
Moody’s, provided , however , that collateral
transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest or (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred
by the Trustee in exchange for such collateral and (C) be delivered
to the Trustee or, if the Trustee is supplying the collateral, an
agent for the Trustee, in such a manner as to accomplish perfection
of a security interest in the collateral by possession of
certificated securities;
(iii) 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 each Rating
Agency in its highest long-term unsecured rating categories at the
time of such investment or contractual commitment providing for
such investment;
(iv) 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 each Rating Agency in its highest short-term
unsecured debt rating available at the time of such
investment;
(v) units
of money market funds registered under the Investment Company Act
of 1940 including funds managed or advised by the Trustee or
affiliates thereof having the highest rating category by the
applicable Rating Agency; and
(vi) if
previously confirmed in writing to the Trustee, any other demand,
money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies in writing
as a permitted investment of funds backing securities having
ratings equivalent to its highest initial rating of the Class A
Certificates;
provided , 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 a non-U.S. Person.
“Person”: Any
individual, corporation, partnership, joint venture, association,
joint stock company, trust, limited liability company,
unincorporated organization or government or any agency or
political subdivision thereof.
“Pool Balance”: As of
any date of determination, the aggregate Principal Balance of the
Mortgage Loans.
“Prepayment Assumption”:
As set forth in the Prospectus Supplement.
“Prepayment Charge”:
With respect to any Prepayment Period, any prepayment premium, fee
or charge payable by the a Mortgagor in connection with any
Principal Prepayment pursuant to the terms of the related Mortgage
Note.
“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 that was applied by the
Servicer to reduce the outstanding principal balance of such loan
on a date preceding the related Due Date, an amount equal to
interest at the applicable Mortgage Interest Rate (net of the
Servicing Fee 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.
“Prepayment Period”:
With respect to any Distribution Date, the calendar month preceding
the month in which such Distribution Date occurs.
“Principal Balance”: As
to any Mortgage Loan and any day, other than a Liquidated Mortgage
Loan, the related Cut-off Date Principal Balance, minus all
collections credited against the principal balance of any such
Mortgage Loan and the principal portion of Advances plus, Deferred
Interest, if any. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to
the Principal Balance of the related Mortgage Loan as of the final
recovery of related Liquidation Proceeds and a Principal Balance of
zero thereafter. As to any REO Property and any day, the Principal
Balance of the related Mortgage Loan immediately prior to such
Mortgage Loan becoming REO Property minus any REO Principal
Amortization received with respect thereto on or prior to such
day.
“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or
months subsequent to the month of prepayment.
“Principal Remittance
Amount”: With respect to any Distribution Date, the sum of
(i) the Group I Principal Remittance Amount and (ii) the Group II
Principal Remittance Amount for such Distribution Date.
“Private Certificates”:
Any of the Class B, Class N, Class X and Residual
Certificates.
“Property Insurance
Proceeds”: Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the Servicer and are not to be applied to
the restoration of the related Mortgaged Property or released to
the Mortgagor in accordance with the Servicer’s servicing
procedures, subject to the terms and conditions of the related
Mortgage Note and Mortgage.
“Prospectus Supplement”:
That certain Prospectus Supplement dated August 5, 2005 relating to
the public offering of the Offered Certificates.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or 10.01, and as
confirmed by an Officers’ Certificate from the Servicer to
the Trustee, an amount equal to the sum of (i) 100% of the
Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Principal Balance at the
applicable Mortgage Interest 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 Servicer, which payment or
Advance had as of the date of purchase been distributed pursuant to
Section 4.01 and Section 4.02, through the end of the calendar
month in which the purchase is to be effected, and (y) an REO
Property, its fair market value, determined in good faith by the
Servicer, (iii) any unreimbursed Servicing Advances and Advances
and any unpaid Servicing Fees allocable to such Mortgage Loan or
REO Property, (iv) any amounts previously withdrawn from the
Collection Account in respect of such Mortgage Loan or REO Property
pursuant to Section 3.13, 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 Servicer or the
Trustee 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 by such loan of any
predatory or abusive lending law.
“Qualified Insurer”: Any
insurance company acceptable to Fannie Mae or Freddie
Mac.
“Rate Cap”: (a) With
respect to the Group I Certificates and any Distribution Date, a
per annum rate equal to the product of (i) the average of the Net
Mortgage Interest Rates of the Group I Mortgage Loans, weighted on
the basis of the Principal Balances of the Group I Mortgage Loans
as of the first day of the related Collection Period (or, in the
case of the first Distribution Date, the Cut-off Date) and (ii) a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days elapsed in the related Interest
Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average
of the Uncertificated REMIC 1 Pass-Through Rate on REMIC 1 Regular
Interest LT1GRP, weighted on the basis of the Uncertificated
Principal Balance of such REMIC 1 Regular Interest.
(b) With
respect to the Class AF-1 Certificates and any Distribution Date, a
per annum rate equal to the product of (i) the average of the Net
Mortgage Interest Rates of the Group II Mortgage Loans, weighted on
the basis of the Principal Balances of the Group II Mortgage Loans
as of the first day of the related Collection Period (or, in the
case of the first Distribution Date, the Cut-off Date) and (ii) a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days elapsed in the related Interest
Accrual Period.
With respect to the Group II
Certificates (other than the Class AF-1 Certificates) and any
Distribution Date, a per annum rate equal to the average of the Net
Mortgage Interest Rates of the Group II Mortgage Loans, weighted on
the basis of the Principal Balances of the
Group II Mortgage Loans as of the
first day of the related Collection Period (or, in the case of the
first Distribution Date, the Cut-off Date).
For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted
average of the Uncertificated REMIC 1 Pass-Through Rate on REMIC 1
Regular Interest LT2GRP, weighted on the basis of the
Uncertificated Principal Balance of such REMIC 1 Regular
Interest.
(c) With
respect to the Mezzanine Certificates, the Class B-1, the Class B-2
and the Class B-3 Certificates and any Distribution Date, a per
annum rate equal to the product of (i) the average of the Net
Mortgage Interest Rates of the Mortgage Loans, weighted in
proportion to the results of subtracting from the aggregate
Principal Balance of each Loan Group the current aggregate
Certificate Principal Balance of the related Classes of Class A
Certificates, and (ii) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in
the related Interest Accrual Period.
With respect to the Class B-4, Class
B-5, Class B-6 and Class B-7 Certificates and any Distribution
Date, a per annum rate equal to the average of the Net Mortgage
Interest Rates of the Mortgage Loans, weighted in proportion to the
results of subtracting from the aggregate Principal Balance of each
Loan Group the current aggregate Certificate Principal Balance of
the related Classes of Class A Certificates.
For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted
average of the Uncertificated REMIC 1 Pass-Through Rates on (a)
REMIC 1 Regular Interest LT1SUB, subject to a cap and a floor equal
to the Expense Fee Rates of the Group I Mortgage Loans and (b)
REMIC 1 Regular Interest LT2SUB, subject to a cap and a floor equal
to the Expense Fee Rates of the Group II Mortgage Loans, weighted
on the basis of the Uncertificated Principal Balance of each such
REMIC 1 Regular Interest.
“Rating Agency or Rating
Agencies”: Fitch, Moody’s, S&P and DBRS, or their
respective successors. If such agencies or their successors are no
longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating organizations as set forth
on the most current list of such organizations released by the
Securities and Exchange Commission and designated by the Depositor,
notice of which designation shall be given to the Trustee and the
Servicer.
“Realized Loss”: With
respect to a Liquidated Mortgage Loan, the unpaid principal balance
thereof plus accrued and unpaid interest thereon at the mortgage
rate through the last day of the month of liquidation, less the net
proceeds from the liquidation of, and any insurance proceeds from,
such mortgage loan and the related mortgaged property. With respect
to any Mortgage Loan, (i) a Deficient Valuation and (ii) a
reduction in the principal balance thereof resulting from a
Servicer Modification.
“Realized Loss Amortization
Amount”: Any of the Class M-1 Realized Loss Amortization
Amount, the Class M-2 Realized Loss Amortization Amount, the Class
M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss
Amortization Amount, the Class M-5 Realized Loss Amortization
Amount, the Class M-6 Realized Loss Amortization
Amount, the Class B-1 Realized Loss
Amortization Amount, the Class B-2 Realized Loss Amortization
Amount, the Class B-3 Realized Loss Amortization Amount, the Class
B-4 Realized Loss Amortization Amount, the Class B-5 Realized Loss
Amortization Amount, the Class B-6 Realized Loss Amortization
Amount and the Class B-7 Realized Loss Amortization
Amount.
“Record Date”: With
respect to the Floating Rate Certificates, the Business Day
immediately preceding such Distribution Date; provided ,
however , that if any such Certificate becomes a Definitive
Certificate, the Record Date for such Certificate shall be the last
Business Day of the month immediately preceding the month in which
the related Distribution Date occurs. With respect to the Fixed
Rate Certificates, the Class X Certificates, the Class N
Certificates and the Residual Certificates and the first
Distribution Date, the Closing Date, and with respect to each
Distribution Date following the first Distribution Date, the last
Business Day of the month immediately preceding the month in which
the related Distribution Date occurs.
“Reference Banks”: Those
banks (i) with an established place of business in London, England,
(ii) not controlling, under the control of or under common control
with the Depositor or the Trustee, (iii) whose quotations appear on
the Telerate Page 3750 on the relevant LIBOR Determination Date and
(iv) which have been designated as such by the Trustee;
provided , however , that if fewer than two of such
banks provide a LIBOR rate, then any leading banks selected by the
Trustee which are engaged in transactions in United States dollar
deposits in the international Eurocurrency market.
“Regular Certificate”:
Any of the Class A Certificates, the Mezzanine Certificates, the
Class B Certificates and Class X/N Certificates.
“Related Documents”:
With respect to
