CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE, INC.
Master Servicer and Trust
Administrator
CITIBANK, N.A.
Paying Agent, Certificate Registrar
and Authenticating Agent
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
_________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
_________________________________________
Mortgage Pass-Through
Certificates
Series 2005-7
TABLE OF
CONTENTS
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms
|
|
|
SECTION 1.02
|
Allocation of Certain Interest
Shortfalls
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION 2.01
|
Conveyance of Mortgage
Loans
|
|
|
SECTION 2.02
|
Acceptance of the Trust Fund by the
Trustee
|
|
|
SECTION 2.03
|
Repurchase or Substitution of
Mortgage Loans by the Seller or the Depositor
|
|
|
SECTION 2.04
|
Reserved
|
|
|
SECTION 2.05
|
Representations, Warranties and
Covenants of the Master Servicer
|
|
|
SECTION 2.06
|
Issuance of the
Certificates
|
|
|
SECTION 2.07
|
Conveyance of the REMIC Regular
Interests; Acceptance of the Trust REMICs by the Trustee
|
|
|
|
|
|
|
|
|
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
|
SECTION 3.01
|
Master Servicer to Act as Master
Servicer
|
|
|
SECTION 3.02
|
Sub-Servicing Agreements Between the
Master Servicer and Sub-Servicers
|
|
|
SECTION 3.03
|
Successor Sub-Servicers
|
|
|
SECTION 3.04
|
Liability of the Master
Servicer
|
|
|
SECTION 3.05
|
No Contractual Relationship Between
Sub-Servicers and Trustee, Trust Administrator or
Certificateholders
|
|
SECTION 3.06
|
Assumption or Termination of
Sub-Servicing Agreements by Trustee
|
|
|
SECTION 3.07
|
Collection of Certain Mortgage Loan
Payments
|
|
|
SECTION 3.08
|
Sub-Servicing Accounts
|
|
|
SECTION 3.09
|
Collection of Taxes, Assessments and
Similar Items; Servicing Accounts
|
|
|
SECTION 3.10
|
Collection Account and Distribution
Account
|
|
|
SECTION 3.11
|
Withdrawals from the Collection
Account and Distribution Account
|
|
|
SECTION 3.12
|
Investment of Funds in the
Collection Account and the Distribution Account
|
|
|
SECTION 3.13
|
Maintenance of the Primary Mortgage
Insurance Policies; Collections Thereunder
|
|
|
SECTION 3.14
|
Maintenance of Hazard Insurance and
Errors and Omissions and Fidelity Coverage
|
|
|
SECTION 3.15
|
Enforcement of Due-On-Sale Clauses;
Assumption Agreements
|
|
|
SECTION 3.16
|
Realization Upon Defaulted Mortgage
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF
CONTENTS|
(continued)
|
SECTION 3.17
|
Trustee to Cooperate; Release of
Mortgage Files
|
|
|
SECTION 3.18
|
Servicing Compensation
|
|
|
SECTION 3.19
|
Reports to the Trust Administrator;
Collection Account Statements
|
|
|
SECTION 3.20
|
Statement as to
Compliance
|
|
|
SECTION 3.21
|
Independent Public
Accountants’ Servicing Report
|
|
|
SECTION 3.22
|
Access to Certain
Documentation
|
|
|
SECTION 3.23
|
Title, Management and Disposition of
REO Property
|
|
|
SECTION 3.24
|
Obligations of the Master Servicer
in Respect of Prepayment Interest Shortfalls
|
|
SECTION 3.25
|
Obligations of the Master Servicer
in Respect of Monthly Payments
|
|
|
SECTION 3.26
|
Administration of Buydown
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
|
SECTION 4.01
|
Distributions
|
|
|
SECTION 4.02
|
Statements to
Certificateholders
|
|
|
SECTION 4.03
|
Remittance Reports; P&I
Advances
|
|
|
SECTION 4.04
|
Allocation of Extraordinary Trust
Fund Expenses and Realized Losses
|
|
|
SECTION 4.05
|
Compliance with Withholding
Requirements
|
|
|
SECTION 4.06
|
Commission Reporting
|
|
|
SECTION 4.07
|
Distributions and Allocations of
Realized Losses on the REMIC Regular Interests
|
|
|
|
|
|
|
|
|
|
ARTICLE V
THE CERTIFICATES
|
SECTION 5.01
|
The Certificates
|
|
|
SECTION 5.02
|
Registration of Transfer and
Exchange of Certificates
|
|
SECTION 5.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates
|
|
|
SECTION 5.04
|
Persons Deemed Owners
|
|
|
SECTION 5.05
|
Certain Available
Information
|
|
|
|
|
|
|
|
|
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
|
SECTION 6.01
|
Liability of the Depositor and the
Master Servicer
|
|
|
SECTION 6.02
|
Merger or Consolidation of the
Depositor or the Master Servicer
|
|
|
SECTION 6.03
|
Limitation on Liability of the
Depositor, the Master Servicer and Others
|
|
SECTION 6.04
|
Limitation on Resignation of the
Master Servicer
|
|
|
SECTION 6.05
|
Rights of the Depositor in Respect
of the Master Servicer
|
|
|
|
|
|
|
|
|
TABLE OF
CONTENTS|
(continued)
ARTICLE VII
DEFAULT
|
SECTION 7.01
|
Master Servicer Events of
Default
|
|
|
SECTION 7.02
|
Trustee to Act; Appointment of
Successor
|
|
|
SECTION 7.03
|
Notification to
Certificateholders
|
|
|
SECTION 7.04
|
Waiver of Master Servicer Events of
Default
|
|
|
|
|
|
|
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST
ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE
AUTHENTICATING AGENT
|
SECTION 8.01
|
Duties of Trustee, Trust
Administrator and Others
|
|
|
SECTION 8.02
|
Certain Matters Affecting the
Trustee, the Trust Administrator and Others
|
|
|
SECTION 8.03
|
Trustee, Trust Administrator and
Others not Liable for Certificates or Mortgage Loans
|
|
|
SECTION 8.04
|
Trustee, Trust Administrator and
Others May Own Certificates
|
|
|
SECTION 8.05
|
Trustee’s, Trust
Administrator’s, Paying Agent’s, Authenticating
Agent’s, Certificate Registrar’s and
|
|
|
|
|
|
|
|
Custodians’ Fees and
Expenses
|
SECTION 8.06
|
Eligibility Requirements for Trustee
and Trust Administrator
|
|
|
SECTION 8.07
|
Resignation and Removal of the
Trustee and the Trust Administrator
|
|
|
SECTION 8.08
|
Successor Trustee or Trust
Administrator
|
|
|
SECTION 8.09
|
Merger or Consolidation of Trustee
or Trust Administrator
|
|
|
SECTION 8.10
|
Appointment of Co-Trustee or
Separate Trustee
|
|
|
SECTION 8.11
|
[Intentionally omitted
|
|
|
SECTION 8.12
|
Appointment of Office or
Agency
|
|
|
SECTION 8.13
|
Representations and
Warranties
|
|
|
SECTION 8.14
|
Appointment and Removal of Paying
Agent, Authenticating Agent and Certificate Registrar
|
|
SECTION 8.15
|
No Trustee Liability for Actions or
Inactions of Custodians
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IX
TERMINATION
|
SECTION 9.01
|
Termination Upon Repurchase or
Liquidation of the Mortgage Loans
|
|
SECTION 9.02
|
Additional Termination
Requirements
|
|
TABLE OF
CONTENTS|
(continued)
ARTICLE X
REMIC PROVISIONS
|
SECTION 10.01
|
REMIC Administration
|
|
|
SECTION 10.02
|
Prohibited Transactions and
Activities
|
|
|
SECTION 10.03
|
Master Servicer and Trust
Administrator Indemnification
|
|
|
|
|
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
SECTION 11.01
|
Amendment
|
|
|
SECTION 11.02
|
Recordation of Agreement;
Counterparts
|
|
|
SECTION 11.03
|
Limitation on Rights of
Certificateholders
|
|
SECTION 11.04
|
Governing Law
|
|
|
SECTION 11.05
|
Notices
|
|
|
SECTION 11.06
|
Severability of
Provisions
|
|
|
SECTION 11.07
|
Notice to Rating Agencies
|
|
|
SECTION 11.08
|
Article and Section
References
|
|
|
SECTION 11.09
|
Grant of Security
Interest
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBITS
|
Exhibit A-1
|
Form of Class 1-A1
Certificate
|
|
Exhibit A-2
|
Form of Class 1-A2
Certificate
|
|
Exhibit A-3
|
Form of Class 1-A3
Certificate
|
|
Exhibit A-4
|
Form of Class 1-A4
Certificate
|
|
Exhibit A-5
|
Form of Class 1-AIO1
Certificate
|
|
Exhibit A-6
|
Form of Class 1-AIO2
Certificate
|
|
Exhibit A-7
|
Form of Class 1-P
Certificate
|
|
Exhibit A-8
|
Form of Class 1-R
Certificate
|
|
Exhibit A-9
|
Form of Class 1-B1
Certificate
|
|
Exhibit A-10
|
Form of Class 1-B2
Certificate
|
|
Exhibit A-11
|
Form of Class 1-B3
Certificate
|
|
Exhibit A-12
|
Form of Class 1-B4
Certificate
|
|
Exhibit A-13
|
Form of Class 1-B5
Certificate
|
|
Exhibit A-14
|
Form of Class 1-B6
Certificate
|
|
Exhibit A-15
|
Form of Class 2-A1A
Certificate
|
|
Exhibit A-16
|
Form of Class 2-A1B
Certificate
|
|
Exhibit A-17
|
Form of Class 2-A2A
Certificate
|
|
Exhibit A-18
|
Form of Class 2-A2B
Certificate
|
|
Exhibit A-19
|
Form of Class 2-A3A
Certificate
|
|
Exhibit A-20
|
Form of Class 2-A3B
Certificate
|
|
Exhibit A-21
|
Form of Class 2-A4
Certificate
|
|
Exhibit A-22
|
Form of Class 2-A5A
Certificate
|
|
Exhibit A-23
|
Form of Class 2-A5B
Certificate
|
|
Exhibit A-24
|
Form of Class 2-P
Certificate
|
|
Exhibit A-25
|
Form of Class 2-R
Certificate
|
|
Exhibit A-26
|
Form of Class 2-B1
Certificate
|
|
Exhibit A-27
|
Form of Class 2-B2
Certificate
|
|
Exhibit A-28
|
Form of Class 2-B3
Certificate
|
|
Exhibit A-29
|
Form of Class 2-B4
Certificate
|
|
Exhibit A-30
|
Form of Class 2-B5
Certificate
|
EXHIBITS
(continued)
|
Exhibit A-31
|
Form of Class 2-B6
Certificate
|
|
Exhibit B
|
[Reserved]
|
|
Exhibit C
|
[Reserved]
|
|
Exhibit D
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit E
|
Request for Release
|
|
Exhibit F-1
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Private Certificates Pursuant to Rule 144A
Under the 1933 Act
|
|
Exhibit F-2
|
Form of Transfer Affidavit and
Agreement and Form of Transferor Affidavit in Connection with
Transfer of Residual Certificates
|
|
Exhibit G
|
Form of Certification with respect
to ERISA and the Code
|
|
Exhibit H
|
Form of Master Servicer
Certification
|
|
Schedule 1
|
Mortgage Loan Schedule
|
This Pooling and Servicing
Agreement, is dated and effective as of September 1, 2005, among
CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE,
INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as
Paying Agent, Certificate Registrar and Authenticating Agent and
U.S. BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool of
assets comprised of the Mortgage Loans and certain other related
assets subject to this Agreement.
REMIC I-A
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the Group I Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I-A”. The Class R-IA
Residual Interest will be the sole class of “residual
interests” in REMIC I-A for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the
designation, the REMIC I-A Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I-A Regular Interests
(as defined herein). None of the REMIC I-A Regular Interests will
be certificated.
|
Designation
|
|
REMIC I-A Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1A
|
|
(2)
|
|
$
|
357,800.75
|
|
October 2035
|
|
LT-1B
|
|
(2)
|
|
$
|
4,770,820.78
|
|
October 2035
|
|
LT-2A
|
|
(2)
|
|
$
|
1,071,079.00
|
|
October 2035
|
|
LT-2B
|
|
(2)
|
|
$
|
14,280,979.00
|
|
October 2035
|
|
LT-3A
|
|
(2)
|
|
$
|
838,868.70
|
|
October 2035
|
|
LT-3B
|
|
(2)
|
|
$
|
11,184,568.70
|
|
October 2035
|
|
LT-4A
|
|
(2)
|
|
$
|
607,492.36
|
|
October 2035
|
|
LT-4B
|
|
(2)
|
|
$
|
8,099,592.36
|
|
October 2035
|
|
LT-ZZZ
|
|
(2)
|
|
$
|
342,148,206.36
|
|
October 2035
|
|
LT-R
|
|
(2)
|
|
$
|
100.00
|
|
October 2035
|
|
LT-P
|
|
(2)
|
|
$
|
100.37
|
|
October 2035
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Group I Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC I-A Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC I-A Remittance Rate”
herein.
|
REMIC I-B
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC I-A Regular Interests as a REMIC (as
defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
I-B”.
The Class R-IB Residual Interest
will be the sole class of “residual interests” in REMIC
I-B for purposes of the REMIC Provisions (as defined herein). The
following table irrevocably sets forth the designation, the REMIC
I-B Remittance Rate, the initial Uncertificated Balance and, for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I-B Regular Interests (as defined
herein). None of the REMIC I-B Regular Interests will be
certificated.
|
Designation
|
|
REMIC I-B Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1-A1
|
|
(2)
|
|
$
|
44,130,000.00
|
|
October 2035
|
|
LT-1-A2
|
|
(2)
|
|
$
|
132,099,000.00
|
|
October 2035
|
|
LT-1-A3
|
|
(2)
|
|
$
|
103,457,000.00
|
|
October 2035
|
|
LT-1-A4
|
|
(2)
|
|
$
|
74,921,000.00
|
|
October 2035
|
|
LT-1-B1
|
|
(2)
|
|
$
|
11,310,000.00
|
|
October 2035
|
|
LT-1-B2
|
|
(2)
|
|
$
|
5,942,000.00
|
|
October 2035
|
|
LT-1-B3
|
|
(2)
|
|
$
|
4,409,000.00
|
|
October 2035
|
|
LT-1-B4
|
|
(2)
|
|
$
|
2,875,000.00
|
|
October 2035
|
|
LT-1-B5
|
|
(2)
|
|
$
|
2,108,000.00
|
|
October 2035
|
|
LT-1-B6
|
|
(2)
|
|
$
|
2,108,408.00
|
|
October 2035
|
|
LT-R
|
|
(2)
|
|
$
|
100.00
|
|
October 2035
|
|
LT-P
|
|
(2)
|
|
$
|
100.37
|
|
October 2035
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Group I Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC I-B Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC I-B Remittance Rate”
herein.
|
REMIC I-C
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC I-B Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC I-C”. The Class R-IC Residual Interest will be
the sole class of “residual interests” in REMIC I-C for
purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Pass-Through
Rate, the Initial Certificate Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the Classes
of Certificates that evidence “regular interests” or
“residual interests” in REMIC I-C.
|
Designation
|
|
Pass-Through Rate
(2)
|
Initial Aggregate
Certificate
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
Class 1-A1
|
|
Variable
|
|
$44,130,000.00
|
|
|
October 2035
|
|
Class 1-A2
|
|
Variable
|
|
$132,099,000.00
|
|
|
October 2035
|
|
Class 1-A3
|
|
Variable
|
|
$103,457,000.00
|
|
|
October 2035
|
|
Class 1-A4
|
|
Variable
|
|
$74,921,000.00
|
|
|
October 2035
|
|
Class 1-AIO1
|
|
0.25%
|
|
N/A (2)
|
|
|
October 2035
|
|
Class 1-AIO2
|
|
0.50%
|
|
N/A (2)
|
|
|
October 2035
|
|
Class 1-B1
|
|
Variable
|
|
$11,310,000.00
|
|
|
October 2035
|
|
Class 1-B2
|
|
Variable
|
|
$5,942,000.00
|
|
|
October 2035
|
|
Class 1-B3
|
|
Variable
|
|
$4,409,000.00
|
|
|
October 2035
|
|
Class 1-B4
|
|
Variable
|
|
$2,875,000.00
|
|
|
October 2035
|
|
Class 1-B5
|
|
Variable
|
|
$2,108,000.00
|
|
|
October 2035
|
|
Class 1-B6
|
|
Variable
|
|
$2,108,408.00
|
|
|
October 2035
|
|
Class 1-R
|
|
Variable
|
|
$100.00
|
|
|
October 2035
|
|
Class 1-P
|
|
0.00%
|
|
$100.37
|
|
|
October 2035
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Group I Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates.
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
(3) The
Class 1-AIO1 Certificates and Class 1-AIO2 Certificates are
interest only certificates and will not have certificate principal
balances. These certificates accrue interest on the notional amount
thereof.
REMIC II-A
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the Group II Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC II-A”. The Class R-IIA
Residual Interest will be the sole class of “residual
interests” in REMIC II-A for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the
designation, the REMIC II-A Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II-A Regular Interests
(as defined herein). None of the REMIC II-A Regular Interests will
be certificated.
|
Designation
|
|
REMIC II-A Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1A
|
|
(2)
|
|
$
|
362,297.79
|
|
November 2035
|
|
LT-1B
|
|
(2)
|
|
$
|
9,661,117.79
|
|
November 2035
|
|
LT-2A
|
|
(2)
|
|
$
|
344,011.23
|
|
November 2035
|
|
LT-2B
|
|
(2)
|
|
$
|
9,172,811.24
|
|
November 2035
|
|
LT-3A
|
|
(2)
|
|
$
|
755,770.38
|
|
November 2035
|
|
LT-3B
|
|
(2)
|
|
$
|
20,153,470.38
|
|
November 2035
|
|
LT-4A
|
|
(2)
|
|
$
|
629,011.60
|
|
November 2035
|
|
LT-4B
|
|
(2)
|
|
$
|
16,774,911.60
|
|
November 2035
|
|
LT-5A
|
|
(2)
|
|
$
|
864,529.15
|
|
November 2035
|
|
LT-5B
|
|
(2)
|
|
$
|
23,054,629.15
|
|
November 2035
|
|
LT-ZZZ
|
|
(2)
|
|
$
|
706,396,642.40
|
|
November 2035
|
|
LT-R
|
|
(2)
|
|
$
|
100.00
|
|
November 2035
|
|
LT-P
|
|
(2)
|
|
$
|
100.03
|
|
November 2035
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Group II Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC II-A Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC II-A Remittance Rate”
herein.
|
REMIC II-B
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC II-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II-B”. The Class R-IIB Residual Interest will be
the sole class of “residual interests” in REMIC II-B
for purposes of the REMIC Provisions (as defined herein). The
following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate Principal Balance and,
for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the Classes of Certificates that evidence
“regular interests” or “residual interests”
in REMIC II-B.
|
Designation
|
|
Pass-Through Rate
(2)
|
|
Initial Aggregate Certificate
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
Class 2-A1A
|
|
Variable
|
|
$89,365,000.00
|
|
|
November 2035
|
|
Class 2-A1B
|
|
Variable
|
|
$3,623,000.00
|
|
|
November 2035
|
|
Class 2-A2A
|
|
Variable
|
|
$84,848,000.00
|
|
|
November 2035
|
|
Class 2-A2B
|
|
Variable
|
|
$3,440,000.00
|
|
|
November 2035
|
|
Class 2-A3A
|
|
Variable
|
|
$186,419,000.00
|
|
|
November 2035
|
|
Class 2-A3B
|
|
Variable
|
|
$7,558,000.00
|
|
|
November 2035
|
|
Class 2-A4
|
|
Variable
|
|
$161,459,000.00
|
|
|
November 2035
|
|
Class 2-A5A
|
|
Variable
|
|
$213,255,000.00
|
|
|
November 2035
|
|
Class 2-A5B
|
|
Variable
|
|
$8,646,000.00
|
|
|
November 2035
|
|
Class 2-B1
|
|
Variable
|
|
$14,187,000.00
|
|
|
November 2035
|
|
Class 2-B2
|
|
Variable
|
|
$5,517,000.00
|
|
|
November 2035
|
|
Class 2-B3
|
|
Variable
|
|
$3,153,000.00
|
|
|
November 2035
|
|
Class 2-B4
|
|
Variable
|
|
$2,759,000.00
|
|
|
November 2035
|
|
Class 2-B5
|
|
Variable
|
|
$2,365,000.00
|
|
|
November 2035
|
|
Class 2-B6
|
|
Variable
|
|
$1,575,202.00
|
|
|
November 2035
|
|
Class 2-R
|
|
Variable
|
|
$100.00
|
|
|
November 2035
|
|
Class 2-P
|
|
0.00%
|
|
$100.03
|
|
|
November 2035
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Group II Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates.
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
As of the Cut-off Date, the Group 1
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $383,359,608.37. As of the Cut-off Date, the Group 1-1 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$47,708,207.84. As of the Cut-off Date, the Group 1-2 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$142,809,789.97. As of the Cut-off Date, the Group 1-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$111,845,686.99. As of the Cut-off Date, the Group 1-4 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$80,995,923.57. As of the Cut-off Date. As of the Cut-off Date, the
Group 2 Mortgage Loans had an aggregate Scheduled Principal Balance
equal to $788,169,402.03. As of the Cut-off Date, the Group 2-1
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $96,611,177.86. As of the Cut-off Date, the Group 2-2 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$91,728,112.35. As of the Cut-off Date, the Group 2-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$201,534,703.76. As of the Cut-off Date, the Group 2-4 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$167,749,116.55. As of the Cut-off Date, the Group 2-5 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$230,546,291.51.
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms
.
|
Whenever used in this Agreement,
including, without limitation, in the Preliminary Statement hereto,
the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless
otherwise specified, all calculations described herein shall be
made on the basis of a 360-day year consisting of twelve 30-day
months.
“Adjustable-Rate Mortgage
Loan”: Each Group 1 Mortgage Loan and Group 2 Mortgage
Loan.
“Adjustment Amount”:
With respect to each Collateral Pool and each anniversary of the
Cut-off Date, an amount equal to the greatest of (i) 1.00%
multiplied by the aggregate outstanding principal balance of the
related Mortgage Loans, (ii) the aggregate outstanding principal
balance of the related Mortgage Loans secured by Mortgaged
Properties located in the California postal zip code area in which
the highest percentage of related Mortgage Loans based on
outstanding principal balance are located and (iii) two times the
outstanding principal balance of the related Mortgage Loan having
the largest outstanding principal balance, in each case as of such
anniversary of the Cut-off Date.
“Adjustment Date”: With
respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of a Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Mortgage Loan is set forth in
the Mortgage Loan Schedule.
“Administration Fee”:
With respect to each Mortgage Loan and for any calendar month, an
amount equal to one month’s interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in
full made by the Mortgagor during such calendar month, interest for
the number of days covered by such payment of interest) at the
applicable Administration Fee Rate on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar
month.
“Administration Fee
Rate”: With respect to the Group 1 Mortgage Loans, 0.0025%
per annum. With respect to the Group 2 Mortgage Loans, 0.0025% per
annum.
“Affiliate”: With
respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.
For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Aggregate Senior
Percentage”: With respect to any Distribution Date and the
Group 1 Senior Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage,
the numerator of which is the
aggregate Certificate Principal Balance of the Group 1 Senior
Certificates for such Distribution Date and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool 1, in
each case before reduction for any Realized Losses on such
Distribution Date. With respect to any Distribution Date and the
Group 2 Senior Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group 2 Senior
Certificates for such Distribution Date and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group 2 Mortgage Loans, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool 2, in
each case before reduction for any Realized Losses on such
Distribution Date.
“Aggregate Subordinate
Percentage”: With respect to any Distribution Date and any
collateral pool, the percentage equal to the aggregate Certificate
Principal Balance of the related Subordinate Certificates
immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the related
mortgage loans as of the close of business on the first day of the
calendar month immediately preceding such Distribution
Date.
“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.
“Available Distribution
Amount”: With respect to any loan group within Collateral
Pool 1, the related Group 1 Available Distribution Amount. With
respect to any loan group within Collateral Pool 2, the related
Group 2 Available Distribution Amount.
“Authenticating Agent”:
Citibank, or its successor in interest, or any successor
authenticating agent appointed as herein provided.
“Bankruptcy Amount”: As
of any date of determination, with respect to Collateral Pool 1, an
amount equal to the excess, if any, of (A) $150,000 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to the
related Subordinate Certificates in accordance with Section 4.04.
As of any date of determination, with respect to Collateral Pool 2,
an amount equal to the excess, if any, of (A) $227,554 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to the
related Subordinate Certificates in accordance with Section
4.04.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy Loss”: With
respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the
Depository or its nominee. Initially, the Book-Entry Certificates
will be all Classes of the
Certificates other than the Residual
Certificates and the Class 1-P Certificates and the Class 2-P
Certificates.
“Book-Entry Custodian”:
The custodian appointed pursuant to Section 5.01.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State
of California, the State of Iowa, the State of Missouri, the State
of Texas, the Commonwealth of Virginia or in the city in which the
Corporate Trust Office of the Trustee or the Corporate Trust Office
of the Paying Agent is located are authorized or obligated by law
or executive order to be closed.
“Buydown Account”: The
custodial account or accounts created and maintained pursuant to
Section 3.28.
“Buydown Agreement”: An
agreement between the applicable originator and a Mortgagor, or an
agreement among such originator, a Mortgagor and an employer of a
relocated Mortgagor which, in each case, provides for the
application of Buydown Funds.
“Buydown Funds”: In
respect of any Buydown Mortgage Loan, any amount contributed by the
related originator or the employer of a relocated borrower in order
to enable the Mortgagor to reduce the payments required to be made
from the Mortgagor’s funds during the Buydown Period. The
Buydown Funds are not part of the Trust Fund prior to deposit into
the Collection Account or the Distribution Account.
“Buydown Mortgage Loan”:
Any Mortgage Loan in respect of which, pursuant to a Buydown
Agreement, (i) the Mortgagor pays less than the full monthly
payment specified in the Mortgage Note during the Buydown Period
and (ii) the difference between the payments required under such
Buydown Agreement and the Mortgage Note is paid from the related
Buydown Funds.
“Buydown Period”: The
period during which Buydown Funds are required to be applied to the
related Buydown Mortgage Loans as provided in Section
3.28.
“Cash-out Refinancing”:
A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related
Mortgaged Property and related closing costs, and were used to pay
any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.
“Certificate”: Any one
of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2005-7, issued under this
Agreement.
“Certificate Factor”:
With respect to any Class of Certificates as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Certificate Principal Balance
or Notional Amount of such Class of Certificates on such
Distribution Date (after giving effect to any distributions of
principal and allocations of Realized Losses and Extraordinary
Trust Fund Expenses in reduction of the Certificate Principal
Balance or Notional Amount of such Class of Certificates to be made
on such Distribution Date), and the denominator of which is the
initial aggregate Certificate Principal Balance or Notional Amount
of such Class of Certificates as of the Closing Date.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the
purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not
be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent
has been obtained, except as otherwise provided in Section 11.01.
The Trustee and the Trust Administrator may conclusively rely upon
a certificate of the Depositor or the Master Servicer in
determining whether a Certificate is held by an Affiliate thereof.
All references herein to “Holders” or
“Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee and
the Trust Administrator shall be required to recognize as a
“Holder” or “Certificateholder” only the
Person in whose name a Certificate is registered in the Certificate
Register.
“Certificate Owner”:
With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on
the books of an indirect participating brokerage firm for which a
Depository Participant acts as agent.
“Certificate Principal
Balance”: With respect to any Certificate (other than the
Class 1-AIO1 Certificates and Class 1-AIO2 Certificates) as of any
date of determination, the Certificate Principal Balance of such
Certificate on the Distribution Date immediately prior to such date
of determination plus any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 4.01, reduced by the aggregate of (a) all distributions of
principal made thereon on such immediately prior Distribution Date
and (b) without duplication of amounts described in clause (a)
above, reductions in the Certificate Principal Balance thereof in
connection with allocations thereto of Realized Losses on
the
Mortgage Loans and Extraordinary
Trust Fund Expenses on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including
the initial Distribution Date, the initial Certificate Principal
Balance of such Certificate, as stated on the face thereof). The
Certificate Principal Balance of any Class of Certificates as of
any date of determination is equal to the aggregate of the
Certificate Principal Balances of the Certificates of such Class.
Notwithstanding any of the foregoing, the Certificate Principal
Balance of a Subordinate Certificate of the Class of Subordinate
Certificates relating to a Collateral Pool outstanding with the
highest numerical designation at any given time shall not be
greater than the Percentage Interest evidenced by such Certificate
multiplied by the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans in such related Collateral
Pool over (B) the then aggregate Certificate Principal Balances of
all other Classes of Certificates relating to that Collateral Pool
then outstanding.
“Certificate Register”:
The register maintained pursuant to Section 5.02.
“Certificate Registrar”:
Citibank, or its successor in interest, or any successor
certificate registrar appointed as herein provided.
“Citibank”: Citibank,
N.A.
“CitiMortgage”:
CitiMortgage, Inc. in its capacity as an Initial Sub-Servicer with
respect to the CitiMortgage Mortgage Loans.
“CitiMortgage Mortgage
Loans”: The Mortgage Loans with respect to which CitiMortgage
is the applicable Initial Sub-Servicer.
“Class”: Collectively,
all of the Certificates bearing the same class
designation.
“Class 1-A1
Certificate”: Any one of the Class 1-A1 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-1 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-A2
Certificate”: Any one of the Class 1-A2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-2 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-A3
Certificate”: Any one of the Class 1-A3 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-3 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-A4
Certificate”: Any one of the Class 1-A4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-AIO1
Certificate”: Any one of the Class 1-AIO1 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-5 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-AIO2
Certificate”: Any one of the Class 1-AIO2 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-6 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-P Certificate”:
Any one of the Class 1-P Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-7 and
evidencing a Regular Interest in REMIC I-C for purposes of the
REMIC Provisions.
“Class 1-B1
Certificate”: Any one of the Class 1-B1 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-9 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B1 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B1
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-B1
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-B2
Certificate”: Any one of the Class 1-B2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-10 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B2 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B2
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-B2
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-B3
Certificate”: Any one of the Class 1-B3 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-11 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B3 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B3
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-B3
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-B4
Certificate”: Any one of the Class 1-B4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-12 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B4 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B4
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-B4
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-B5
Certificate”: Any one of the Class 1-B5 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-13 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B5 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B5
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-B5
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-B6
Certificate”: Any one of the Class 1-B6 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-14 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class 1-B6 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 1-B6
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 1-6
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 1 Subordinate Certificates
immediately prior to such date.
“Class 1-R Certificate”:
Any one of the Class 1-R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-18 and
evidencing ownership of the Class R-IA Residual Interest, Class
R-IB Residual Interest and Class R-IC Residual Interest.
“Class 2-A1A
Certificate”: Any one of the Class 2-A1A Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-15 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A1B
Certificate”: Any one of the Class 2-A1B Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-16 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A2A
Certificate”: Any one of the Class 2-A2A Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-17 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A2B
Certificate”: Any one of the Class 2-A2B Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-18 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A3A
Certificate”: Any one of the Class 2-A3A Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-19 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A3B
Certificate”: Any one of the Class 2-A3B Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-20 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A4
Certificate”: Any one of the Class2-A-4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-21 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A5A
Certificate”: Any one of the Class 2-A5A Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-22 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-A5B
Certificate”: Any one of the Class 2-A5B Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in
the form annexed hereto as Exhibit
A-23 and evidencing a Regular Interest in REMIC II-B for purposes
of the REMIC Provisions.
“Class 2-P Certificate”:
Any one of the Class 2-P Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-26 and
evidencing a Regular Interest in REMIC II-B for purposes of the
REMIC Provisions.
“Class 2-B1
Certificate”: Any one of the Class 2-B1 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-25 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B1 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B1
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B1
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-B2
Certificate”: Any one of the Class 2-B2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-27 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B2 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B2
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B2
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-B3
Certificate”: Any one of the Class 2-B3 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-28 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B3 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B3
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B3
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-B4
Certificate”: Any one of the Class 2-B4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-29 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B4 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B4
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B4
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-B5
Certificate”: Any one of the Class 2-B5 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-30 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B5 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B5
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B5
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-B6
Certificate”: Any one of the Class 2-B6 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-30 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class 2-B6 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class 2-B6
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class 2-B6
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group 2 Subordinate Certificates
immediately prior to such date.
“Class 2-R Certificate”:
Any one of the Class 2-R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-25 and
evidencing ownership of the Class R-IIA Residual Interest and the
Class R-IIB Residual Interest.
“Class A Certificates”:
The Group 1 Class A Certificates and the Group 2 Class A
Certificates.
“Class A Principal Adjustment
Amount”: With respect to Collateral Pool 1, as to any
Distribution Date on which the Certificate Principal Balances of
all of the Class A Certificates related to a Loan Group have been
reduced to zero, any remaining Principal Prepayments, Liquidation
Proceeds or other unscheduled payments of principal collected in
respect of the related Mortgage Loans in such Loan Group (and, with
respect to any Distribution Date on which the aggregate Certificate
Principal Balance of the Group 1 Subordinate Certificates has been
reduced to zero, any remaining scheduled payments of principal in
respect of the Mortgage Loans in the related Loan Group). With
respect to Collateral Pool 2, as to any Distribution Date on which
the Certificate Principal Balances of all of the Class A
Certificates related to a Loan Group have been reduced to zero, any
remaining Principal Prepayments, Liquidation Proceeds or other
unscheduled payments of principal collected in respect of the
related Mortgage Loans in such Loan Group (and, with respect to any
Distribution Date on which the aggregate Certificate Principal
Balance of the Group 2 Subordinate Certificates has been reduced to
zero, any remaining scheduled payments of principal in respect of
the Mortgage Loans in the related Loan Group).
“Class B Percentage”:
Any one of the Class 1-B1 Percentage, the Class 1-B2 Percentage,
the Class 1-B3 Percentage, the Class 1-B4 Percentage, the Class
1-B5 Percentage, the Class 1-B6 Percentage, the Class 2-B1
Percentage, the Class 2-B2 Percentage, the Class 2-B3 Percentage,
the Class 2-B4 Percentage, the Class 2-B5 Percentage and the Class
2-B6 Percentage.
“Class P Certificates”:
The Class 1-P Certificates and the Class 2-P
Certificates.
“Class R-IA Residual
Interest”: The uncertificated Residual Interest in REMIC
I-A.
“Class R-IB Residual
Interest”: The uncertificated Residual Interest in REMIC
I-B.
“Class R-IC Residual
Interest”: The uncertificated Residual Interest in REMIC
I-C.
“Class R-IIA Residual
Interest”: The uncertificated Residual Interest in REMIC
II-A.
“Class R-IIB Residual
Interest”: The uncertificated Residual Interest in REMIC
II-B.
“Class A-IO
Certificates”: The Class 1-AIO1 Certificates and the Class
1-AIO2 Certificates
“Closing Date”:
September 30, 2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collateral Pool”:
Either Collateral Pool 1 or Collateral Pool 2.
“Collateral Pool 1”: The
Mortgage Loans in Loan Group 1-1, Loan Group 1-2, Loan Group 1-3
and Loan Group 1-4.
“Collateral Pool 2”: The
Mortgage Loans in Loan Group 2-1, Loan Group 2-2, Loan Group 2-3,
Loan Group 2-4 and Loan Group 2-5.
“Collection Account”:
The account or accounts created and maintained by the Master
Servicer pursuant to Section 3.10(a), which shall be entitled,
“CitiMortgage, Inc., as Master Servicer for U.S. Bank
National Association, as Trustee, in trust for the registered
holders of Citigroup Mortgage Loan Trust Inc., Mortgage
Pass-Through Certificates, Series 2005-7.” The Collection
Account must be an Eligible Account.
“Commission”: The
Securities and Exchange Commission.
“Compensating Interest
Payment”: With respect to each Collateral Pool and the
Countrywide Mortgage Loans in such Collateral Pool, an amount equal
to the lesser of one half of (a) one-twelfth of the product of (i)
the weighted average servicing fee rate percentage for such
Mortgage Loans as set forth in the applicable Initial Sub-Servicing
Agreement and (ii) the Stated Principal Balance of such Mortgage
Loans and (b) the aggregate servicing fee actually received for the
applicable month for such Mortgage Loans pursuant to the applicable
Initial Sub Servicing Agreement. With respect to each Collateral
Pool and the SunTrust Mortgage Loans in such Collateral Pool, an
amount equal to the lesser of (i) an amount which, when added to
all amounts allocable to interest received in connection with such
prepayment equals one month’s interest on the amount of
principal so prepaid at the related mortgage rate net of the
servicing fee and (ii) the aggregate amount of servicing
compensation received by such servicer in respect of the mortgage
loans in such Collateral Pool for the applicable calendar month.
With respect to each Collateral Pool and the Wells Mortgage Loans
in such Collateral Pool, an amount which, when added to all amounts
allocable to interest received in connection with such prepayment,
equals one month’s interest on the amount of principal so
prepaid at the related mortgage rate net of the related servicing
fee rate (each as set forth in the applicable Initial Sub-Servicing
Agreement). With respect to each Collateral Pool and the GreenPoint
Mortgage Loans in such Collateral Pool and any prepayment in full
or in part up to the lesser of (i) an amount which, when added to
all amounts allocable to interest received in connection with such
prepayment, equals one month’s interest on the amount of
principal so prepaid at the related mortgage rate net of the
related servicing fee rate (each as set forth in the applicable
Initial Sub-Servicing Agreement) and (ii) the aggregate amount of
servicing compensation received by such servicer in respect of the
mortgage loans in such Collateral Pool for the applicable calendar
month. With respect to each Collateral Pool and the National City
Mortgage Loans in such Collateral Pool and any prepayment in full
or in part, an amount equal to the amount of interest (net of the
related servicing fee rate, each as set forth in the applicable
Initial Sub-Servicing Agreement) that would have accrued on the
amount of the principal prepayment during the period commencing on
the date as of which such principal prepayment was applied to the
related mortgage loans and ending on the day immediately preceding
the applicable due date for the next scheduled monthly
payment.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee,
the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as the case may be, at which
at any particular time its corporate
trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this
instrument is located at (i) with respect to the Trustee, U.S. Bank
National Association, One Federal Street, 3 rd Floor,
Boston, Massachusetts 02110, Attention: Corporate Trust Services,
or at such other address as the Trustee may designate from time to
time by notice to the Certificateholders, the Depositor, the Master
Servicer, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator and (ii) with
respect to the Paying Agent, the Certificate Registrar and the
Authenticating Agent, Citibank, N.A., as Paying Agent, as
Certificate Registrar or as Authenticating Agent, as the case may
be, 388 Greenwich Street, 14 th Floor, New York, New
York 10013, or at such other address as the Paying Agent, the
Certificate Registrar and the Authenticating Agent may designate
from time to time by notice to the Certificateholders, the
Depositor, the Master Servicer, the Trust Administrator and the
Trustee.
“Corresponding
Certificate”: With respect to each REMIC I-B Regular Interest
listed below, the Certificate listed below:
REMIC I-B Regular
Interest
|
|
|
LT-1-A1
|
Class 1-A1
|
|
LT-1-A2
|
Class 1-A2
|
|
LT-1-A3
|
Class 1-A3
|
|
LT-1-A4
|
Class 1-A4
|
|
LT-1-B1
|
Class 1-B1
|
|
LT-1-B2
|
Class 1-B2
|
|
LT-1-B3
|
Class 1-B3
|
|
LT-1-B4
|
Class 1-B4
|
|
LT-1-B5
|
Class 1-B5
|
|
LT-1-B6
|
Class 1-B6
|
|
LT-R
|
Class 1-R
|
|
LT-P
|
Class 1-P
|
“Countrywide”:
Countrywide Home Loans, Inc. or its successor in
interest.
“Countrywide Mortgage
Loans”: The Mortgage Loans originated by
Countrywide.
“Cross-Collateralization
Date”: With respect to any Collateral Pool, any Distribution
Date on which there are one or more Undercollateralized Loan Groups
and one or more Overcollateralized Loan Groups relating to such
Collateral Pool.
“Custodian”: A document
custodian appointed by the Trustee to perform (or in the case of
the initial Custodian otherwise engaged to perform) custodial
duties with respect to the Mortgage Files. The initial Custodian is
Citibank West, FSB. A Custodian may be the Trustee, any Affiliate
of the Trustee or an independent entity.
“Custodial Agreement”:
An agreement pursuant to which a Custodian performs custodial
duties with respect to the Mortgage Files. With respect to the
initial Custodian, the applicable agreement pursuant to which the
Initial Custodian performs its custodial duties with respect to the
Mortgage Files.
“Cut-off Date”: With
respect to each Original Mortgage Loan, September 1, 2005. With
respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the
“Cut-off Date,” when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“Debt Service
Reduction”: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction resulting from a Deficient
Valuation.
“Deficient Valuation”:
With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Depositor”: Citigroup
Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in interest.
“Depository”: The
Depository Trust Company, or any successor Depository hereafter
named. The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry
Certificates, is CEDE & Co. The Depository shall at all times
be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York
and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934,
as amended.
“Depository
Institution”: Any depository institution or trust company,
including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any
State thereof, (b) is subject to supervision and examination by
federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured
commercial paper or other short-term unsecured debt obligations
that are rated in the highest rating category by at least two of
the Rating Agencies (or a comparable rating if S&P, Fitch and
Moody’s are not the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited
with the Depository.
“Determination Date”:
With respect to each Distribution Date, the 18th day of the
calendar month in which such Distribution Date occurs or, if such
18th day is not a Business Day, the Business Day immediately
following such 18 th day; provided, however, that with
respect to each Distribution Date and any Mortgage Loans subject to
an Initial Sub-Servicing Agreement, the Determination Date shall be
the date, relating to such Distribution Date, after which any
Monthly Payments received are not reported by the related
Sub-Servicer as having
been received for inclusion in the
amounts remitted by such Sub-Servicer on the related remittance
date under the applicable Sub-Servicing Agreement in respect of
Monthly Payments on the related Mortgage Loans.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
REMIC I-A or REMIC II-A, other than through an Independent
Contractor; provided, however, that the Trustee (or the Master
Servicer on behalf of the Trustee) shall not be considered to
Directly Operate an REO Property solely because the Trustee (or the
Master Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs or capital expenditures
with respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie
Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain
farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership” within the meaning of
Section 775 of the Code and (vi) any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an
Ownership Interest in a Residual Certificate by such Person may
cause any REMIC or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a
Residual Certificate to such Person. The terms “United
States,” “State” and “international
organization” shall have the meanings set forth in Section
7701 of the Code or successor provisions.
“Distribution Account”:
The trust account or accounts created and maintained by the Paying
Agent pursuant to Section 3.10(b) which shall be entitled
“Citibank, N.A., as Paying Agent, in trust for the registered
holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-
Through Certificates, Series 2005-7.” The Distribution
Account must be an Eligible Account.
“Distribution Date”: The
25th day of any month, or if such 25th day is not a Business Day,
the Business Day immediately following such 25th day, commencing in
October 2005.
“Diverted Interest
Amount”: With respect to Collateral Pool 1 or Collateral Pool
2 and any Distribution Date, one month’s interest accrued
during the related Interest Accrual Period on the related
Overcollateralized Amount at the Pass-Through Rate for the Class A
Certificates related to the applicable Undercollateralized Loan
Group or Undercollateralized
Loan Groups and any other unpaid
interest shortfalls on the Class A Certificates related to the
applicable Undercollateralized Loan Group or Undercollateralized
Loan Groups, to the extent available (with overcollateralization
calculated, for purposes of this definition, as of the prior
Distribution Date after taking into account all distributions and
Realized Loss allocations that occurred on such prior Distribution
Date). On any Distribution Date, any Diverted Interest Amount will
be diverted to the Available Distribution Amounts of any
Undercollateralized Loan Groups on a pro rata basis based on their
respective Undercollateralized Amounts. On any Distribution Date,
any Diverted Interest Amount will be diverted from the Available
Distribution Amounts of any Overcollateralized Loan Groups on a pro
rata basis based on their respective Overcollateralized
Amounts.
“DOL”: The United States
Department of Labor or any successor in interest.
“DOL Regulations”: The
regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due Date”: With respect
to each Distribution Date, the first day of the calendar month in
which such Distribution Date occurs, which is the day of the month
on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace.
“Due Period”: With
respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in
which such Distribution Date occurs and ending on the related Due
Date.
“Eligible Account”: Any
of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC or (iii) a trust account or accounts
maintained with the corporate trust department of a federal or
state chartered depository institution or trust company acting in
its fiduciary capacity. Eligible Accounts may bear
interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“Estate in Real
Property”: A fee simple estate in a parcel of
land.
“Excess Bankruptcy
Loss”: With respect to any Collateral Pool, any Bankruptcy
Loss, or portion thereof, which exceeds the then applicable
Bankruptcy Amount.
“Excess Fraud Loss”:
With respect to any Collateral Pool, any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss
Amount.
“Excess Loss”: With
respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess
Special Hazard Loss, Excess Fraud Loss or Extraordinary
Loss.
“Excess Special Hazard
Loss”: With respect to any Collateral Pool, any Special
Hazard Loss, or portion thereof, that exceeds the then applicable
Special Hazard Amount.
“Expense Adjusted Mortgage
Rate”: With respect to any Mortgage Loan (or the related REO
Property) as of any date of determination, a per annum rate of
interest equal to the
then applicable Mortgage Rate for
such Mortgage Loan minus the sum of the (i) the applicable
Servicing Fee Rate and (ii) the Administration Fee Rate.
“Extraordinary Loss”:
Any Realized Loss or portion thereof caused by or resulting
from:
(i) nuclear
or chemical reaction or nuclear radiation or radioactive or
chemical contamination, all whether controlled or uncontrolled and
whether such loss be direct or indirect, proximate or remote or be
in whole or in part caused by, contributed to or aggravated by a
peril covered by the definition of the term “Special Hazard
Loss”
(ii) hostile
or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or
expected attack by any government or sovereign power, de
jure or de facto , or by any authority maintaining or
using military, naval or air forces, or by military, naval or air
forces, or by an agent of any such government, power, authority or
forces;
(iii) any
weapon of war employing atomic fission or radioactive forces
whether in time of peace or war, and
(iv) insurrection,
rebellion, revolution, civil war, usurped power or action taken by
governmental authority in hindering, combating or defending against
such an occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government or
public authority, or risks of contraband or illegal transactions or
trade.
“Extraordinary Trust Fund
Expenses”: Any amounts reimbursable to the Master Servicer or
the Depositor pursuant to Section 6.03, any amounts payable from
the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust
Administrator, Citibank or a Custodian from the Trust Fund pursuant
to Section 2.01 or Section 8.05 and any other costs, expenses,
liabilities and losses borne by the Trust Fund (exclusive of any
cost, expense, liability or loss that is specific to a particular
Mortgage Loan or REO Property and is taken into account in
calculating a Realized Loss in respect thereof) for which the Trust
Fund has not and, in the reasonable good faith judgment of the
Trust Administrator, shall not, obtain reimbursement or
indemnification from any other Person.
“Fannie Mae”: Fannie
Mae, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer
pursuant to or as contemplated by Section 2.03 or Section 9.01), a
determination made by the Master Servicer that all Liquidation
Proceeds have been recovered. The Master Servicer shall maintain
records of each Final Recovery Determination made
thereby.
“Fitch”: Fitch Ratings,
or its successor in interest.
“Fraud Loss”: Any
Realized Loss or portion thereof sustained by reason of a default
arising from intentional fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan, including by reason of
the denial of coverage under any related Primary Mortgage Insurance
Policy because of fraud, dishonesty or
misrepresentation.
“Fraud Loss Amount”:
With respect to Collateral Pool 1, as of any date of determination
after the Cut-off Date, an amount equal to: (X) prior to the second
anniversary of the Cut-off Date, 2.00% of the aggregate outstanding
principal balance of the Group 1 Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses on the Group 1
Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date
up to such date of determination and (Y) from the second
anniversary of the Cut-off Date and prior to the fifth anniversary
of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and
(b) 1.00% of the aggregate outstanding principal balance of the
Group 1 Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses on the Group 1 Mortgage
Loans allocated solely to the related Subordinate Certificates in
accordance with Section 4.04 since the most recent anniversary of
the Cut-off Date up to such date of determination. On and after the
fifth anniversary of the Cut-off Date, the Fraud Loss Amount with
respect to Collateral Pool 1 shall be zero. In addition, after the
Certificate Principal Balances of the related Subordinate
Certificates are reduced to zero, the Fraud Loss Amount with
respect to Collateral Pool 1 shall be zero.
With respect to Collateral Pool 2,
as of any date of determination after the Cut-off Date, an amount
equal to: (X) prior to the second anniversary of the Cut-off Date,
1.00% of the aggregate outstanding principal balance of the Group 2
Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses on the Group 2 Mortgage Loans allocated solely to the
related Subordinate Certificates in accordance with Section 4.04
since the Cut-off Date up to such date of determination and (Y)
from the second anniversary of the Cut-off Date and prior to the
fifth anniversary of the Cut-off Date, (1) the lesser of (a) the
related Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 0.50% of the aggregate outstanding principal
balance of the Group 2 Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the
Group 2 Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the most recent
anniversary of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount with respect to Collateral Pool 2 shall be zero. In
addition, after the Certificate Principal Balances of the related
Subordinate Certificates are reduced to zero, the Fraud Loss Amount
with respect to Collateral Pool 2 shall be zero.
“Freddie Mac”: Freddie
Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“GreenPoint”: GreenPoint
Mortgage Funding, Inc.
“GreenPoint Mortgage
Loans”: The Mortgage Loans originated by
GreenPoint.
“Gross Margin”: With
respect to each Adjustable-Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
“Group 1 Available
Distribution Amount”: With respect to any Distribution Date
and a loan group within Collateral Pool 1, an amount equal to the
excess of (i) the sum attributable to the related Group 1 Mortgage
Loans of (a) the aggregate of the Monthly Payments due on or before
the Due Date relating to such Distribution Date and received by the
Master Servicer (or a Sub-Servicer on its behalf) on or prior to
the related Determination Date, after deduction of the applicable
Servicing Fee and the Administration Fee (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for the related Group 1 Mortgage
Loans, Subsequent Recoveries and other unscheduled collections of
principal and interest in respect of the related Group 1 Mortgage
Loans or REO Properties received by the Servicer during the related
Prepayment Period (exclusive of any prepayment charges, penalties
or premiums), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payment
paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred
during the related Prepayment Period and (d) the aggregate of any
P&I Advances made by the Master Servicer for such Distribution
Date over (ii) the sum attributable to or allocable to the related
Group 1 Mortgage Loans of (a) amounts reimbursable to the
Depositor, the Master Servicer, the Trustee, the Trust
Administrator, Citibank or a Custodian pursuant to Section 6.03 or
Section 8.05 or otherwise payable in respect of Extraordinary Trust
Fund Expenses, (b) amounts in respect of the items set forth in
clauses (i)(a) through (i)(d) above deposited in the Collection
Account or the Distribution Account in respect of the items set
forth in clauses (i)(a) through (i)(d) above in error, (c) without
duplication, any amounts in respect of the items set forth in
clauses (i)(a) and (i)(b) permitted hereunder to be retained by the
Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the
Group 1 Available Distribution Amount for any Distribution Date
shall be increased (in the case of an Undercollateralized Loan
Group) or decreased (in the case of an Overcollateralized Loan
Group) by any applicable Diverted Interest Amount or Class A
Principal Adjustment Amount, in each case for such Distribution
Date.
Provided, that, on any Distribution
Date on which there are Group 1 Class A Certificates relating to
only one Loan Group remaining outstanding, the Group 1 Available
Distribution Amount for that Distribution Date will be calculated
on an aggregate Collateral Pool 1 basis, without regard to the
related Loan Group.
“Group 1 Certificates”:
The Group 1 Senior Certificates and the Group 1 Subordinate
Certificates.
“Group 1 Class A
Certificates”: The Class 1-A1 Certificates, the Class 1-A2
Certificates, the Class 1-A3 Certificates and the Class 1-A4
Certificates.
“Group 1 Mortgage
Loans”: Each mortgage loan identified as such on the attached
Mortgage Loan Schedule.
“Group 1-1 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 1-2 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 1-3 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 1-4 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 1 Senior
Certificates”: The Class 1-A1 Certificates, the Class 1-A2
Certificates, the Class 1-A3 Certificates, the Class 1-A4
Certificates, the Class 1-AIO1 Certificates, the Class 1-AIO2
Certificates and the Class 1-R Certificates.
“Group 1 Senior
Percentage”: With respect to any Distribution Date and a loan
group included in Collateral Pool 1, the lesser of (a) 100% and (b)
a fraction, expressed as a percentage, the numerator of which is
the excess, if any, of the aggregate Certificate Principal Balance
of the related Group 1 Class A Certificates for such Distribution
Date over the aggregate amount, if any, payable to the Holders of
the related Group 1 Class A Certificates on such date pursuant to
clause (d) of the definition of “Senior Principal
Distribution Amount,” and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the related
Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in related loan group, in each case
before reduction for any Realized Losses on such Distribution
Date.
Notwithstanding the foregoing, on
any Cross-Collateralization Date on which (x) the sum of (i) the
aggregate Scheduled Principal Balance of the related Group 1
Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance
of the REO Properties in the related loan group, in each case
before reduction for any Realized Losses on such Distribution Date
exceeds (y) the excess, if any, of the Certificate Principal
Balance of the related Group 1 Class A Certificates for such
Distribution Date over the aggregate amount, if any, payable to the
Holders of the related Group 1 Class A Certificates on such date
pursuant to clause (d) of the definition of “Senior Principal
Distribution Amount,” the Group 1 Senior Percentage will
equal the lesser of (a) 100% and (b) fraction, expressed as a
percentage, the numerator of which is the sum of (i) the excess, if
any, of the Certificate Principal Balance of the related Group 1
Class A Certificates for such Distribution Date over the aggregate
amount, if any, payable to the Holders of the related Group 1 Class
A Certificates on such date pursuant to clause (d) of the
definition of “Senior Principal Distribution Amount,”
plus (ii) the portion of the Overcollateralized Amount with respect
to Collateral Pool 1, and the denominator of which is the sum of
(i) the aggregate Scheduled Principal Balance of the related Group
1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in related loan group, in each case
before reduction for any Realized Losses on such Distribution Date.
On any Distribution Date after the reduction of the Certificate
Principal Balances of all but one of the related Group 1 Class A
Certificates to zero, the Group 1 Senior Percentage for that loan
group will be the lesser of (a) 100% and (b) a fraction, expressed
as a percentage, the numerator of which is the excess, if
any,
of the Certificate Principal Balance
of the related Group 1 Class A Certificates for such Distribution
Date over the aggregate amount, if any, payable to the Holders of
the related Group 1 Class A Certificates on such date pursuant to
clause (d) of the definition of “Senior Principal
Distribution Amount,” and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the Group 1
Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance
of the REO Properties in Collateral Pool 1, in each case before
reduction for any Realized Losses on such Distribution
Date.
“Group 1 Senior Prepayment
Percentage”: With respect to any Distribution Date and any
Group 1 Class A Certificates within the range indicated below, the
percentage as indicated below:
|
|
Group 1 Senior Prepayment
Percentage
|
|
October 2005 through September 2012
|
100%
|
|
October 2012 through September 2013
|
Group 1 Senior Percentage, plus 70% of the Group
1 Subordinate Percentage
|
|
October 2013 through September 2014
|
Group 1 Senior Percentage, plus 60% of the Group
1 Subordinate Percentage
|
|
October 2014 through September 2015
|
Group 1 Senior Percentage, plus 40% of the Group
1 Subordinate Percentage
|
|
October 2015 through September 2016
|
Group 1 Senior Percentage, plus 20% of the Group
1 Subordinate Percentage
|
|
October 2017 and thereafter
|
Group 1 Senior Percentage
|
provided , however , no reduction to the Group 1
Senior Prepayment Percentage described above shall be made as of
any Distribution Date unless (i) the outstanding principal balance
of the Group 1 Mortgage Loans delinquent 60 days or more (including
REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the Group 1 Subordinate
Certificates and (ii) Realized Losses on the Group 1 Mortgage Loans
to date are less than the then applicable Trigger
Amount.
On any Distribution Date on which
Realized Losses on the Group 1 Mortgage Loans to date are greater
than the then applicable Trigger Amount, the Group 1 Senior
Prepayment Percentage for each Group 1 loan group will be the
greater of (x) the related Group 1 Senior Prepayment Percentage for
such Distribution Date or (y) the related Group 1 Senior Prepayment
Percentage for the immediately preceding Distribution
Date.
Notwithstanding the above, if on any
Distribution Date (a) the Aggregate Subordinate Percentage, prior
to giving effect to any distributions on such Distribution Date,
equals or exceeds two times the initial Aggregate Subordinate
Percentage as of the Cut-Off Date for Collateral Pool 2, (b) the
provisions of clause (i) of the second preceding paragraph are met
and (c) (i) on or prior to the Distribution Date occurring in
September 2008, cumulative Realized Losses on the Group 2 Mortgage
Loans as of the end of the related Prepayment Period do not exceed
20% of the initial aggregate Certificate Principal Balance of the
Group 2 Subordinate Certificates and (ii) after the Distribution
Date occurring in September 2008, cumulative Realized Losses on the
Group 2 Mortgage Loans as of the end of the Prepayment Period do
not exceed 30% of the initial aggregate Certificate Principal
Balance of the Group 2 Subordinate
Certificates, then the Group 2
Senior Prepayment Percentage for such Distribution Date and each
loan group within Collateral Pool 2 will equal the related Group 2
Senior Percentage plus 50% of the Group 2 Subordinate Percentage
for such Distribution Date, if such Distribution Date is prior to
October 2008, and will equal the related Group 2 Senior Percentage
for such Distribution Date, if such Distribution Date occurs on or
after October 2008.
On any Distribution Date on which
the Aggregate Senior Percentage for Collateral Pool 1 exceeds the
initial Aggregate Senior Percentage for Collateral Pool 1, the
Group 1 Senior Prepayment Percentage for each Group 1 loan group
shall be 100%.
Upon reduction of the Certificate
Principal Balances of the related Group 1 Class A Certificates to
zero, the Group 1 Senior Prepayment Percentage for the related loan
group shall be 0%.
“Group 1 Subordinate
Certificates”: The Class 1-B1 Certificates, the Class 1-B2
Certificates, the Class 1-B3 Certificates, the Class 1-B4
Certificates, the Class 1-B5 Certificates and the Class 1-B6
Certificates.
“Group 1 Subordinate
Percentage”: With respect to a Group 1 loan group and
any Distribution Date, 100% minus the Group 1 Senior Percentage for
that loan group and Distribution Date.
“Group 1 Subordinate
Prepayment Percentage”: With respect to a Group 1 loan
group and a Distribution Date, 100% minus the related Group 1
Senior Prepayment Percentage for that loan group and Distribution
Date.
“Group 2 Available
Distribution Amount”: With respect to any Distribution Date
and any loan group within Collateral Pool 2, an amount equal to the
excess of (i) the sum attributable to the related Group 2 Mortgage
Loans of (a) the aggregate of the Monthly Payments due on or before
the Due Date relating to such Distribution Date and received by the
Master Servicer (or a Sub-Servicer on its behalf) on or prior to
the related Determination Date, after deduction of the applicable
Servicing Fee and the Administration Fee, (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for the related Group 2 Mortgage
Loans, Subsequent Recoveries and other unscheduled collections of
principal and interest in respect of the related Group 2 Mortgage
Loans or REO Properties received by the Servicer during the related
Prepayment Period (exclusive of any prepayment charges, penalties
or premiums), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payment
paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred
during the related Prepayment Period and (d) the aggregate of any
P&I Advances made by the Master Servicer for such Distribution
Date over (ii) the sum attributable to or allocable to the related
Group 2 Mortgage Loans of (a) amounts reimbursable to the
Depositor, the Master Servicer, the Trustee, the Trust
Administrator, Citibank or a Custodian pursuant to Section 6.03 or
Section 8.05 or otherwise payable in respect of Extraordinary Trust
Fund Expenses, (b) amounts in respect of the items set forth in
clauses (i)(a) through (i)(d) above deposited in the Collection
Account or the Distribution Account in respect of the items set
forth in clauses (i)(a) through (i)(d) above in error, (c) without
duplication, any amounts in respect of the items set forth
in
clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn
by the Master Servicer from the Collection Account pursuant to
Section 3.18.
Notwithstanding the foregoing, the
Group 2 Available Distribution Amount for any Distribution Date
shall be increased (in the case of an Undercollateralized Loan
Group) or decreased (in the case of an Overcollateralized Loan
Group) by any applicable Diverted Interest Amount or Class A
Principal Adjustment Amount, in each case for such Distribution
Date.
Provided, that, on any Distribution
Date on which there are Group 2 Class A Certificates relating to
only one Loan Group remaining outstanding, the Group 2 Available
Distribution Amount for that Distribution Date will be calculated
on an aggregate Collateral Pool 2 basis, without regard to the
related Loan Group.
“Group 2 Certificates”:
The Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.
“Group 2 Class A
Certificates”: The Class 2-A1A Certificates, Class 2-A1B
Certificates, Class 2-A2A Certificates, Class 2-A2B Certificates,
Class 2-A3A Certificates, Class 2-A3B Certificates, Class 2-A4
Certificates, Class 2-A5A Certificates and the Class 2-A5B
Certificates.
“Group 2 Mortgage
Loans”: The Mortgage Loans identified as such on the attached
Mortgage Loan Schedule.
“Group 2-1 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 2-2 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 2-3 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 2-4 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 2-5 Mortgage
Loans”: Each Loan identified as such on the Mortgage Loan
Schedule.
“Group 2 Senior
Certificates”: The Class 2-A1A Certificates, Class 2-A1B
Certificates, Class 2-A2A Certificates, Class 2-A2B Certificates,
Class 2-A3A Certificates, Class 2-A3B Certificates, Class 2-A4
Certificates, Class 2-A5A Certificates, the Class 2-A5B
Certificates and the Class 2-R Certificates.
“Group 2 Senior
Percentage”: With respect to any Distribution Date and a loan
group in Collateral Pool 2, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the related Group 2 Class A Certificates for such Distribution Date
over the aggregate amount, if
any, payable to the Holders of the
related Group 2 Class A Certificates on such date pursuant to
clause (d) of the definition of “Senior Principal
Distribution Amount,” and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balances of the related
Group 2 Mortgage Loans, plus (ii) the aggregate of the loan group
Scheduled Principal Balances of the REO Properties in the related
Group, in each case before reduction for any Realized Losses on
such Distribution Date.
“Group 2 Senior Prepayment
Percentage”: With respect to any Distribution Date and any
Group 2 Class A Certificates within the range indicated below, the
percentage as indicated below:
|
|
Group 2 Senior Prepayment
Percentage
|
|
October 2005 through September 2012
|
100%
|
|
October 2012 through September 2013
|
Group 2 Senior Percentage, plus 70% of the Group
2 Subordinate Percentage
|
|
October 2013 through September 2014
|
Group 2 Senior Percentage, plus 60% of the Group
2 Subordinate Percentage
|
|
October 2014 through September 2015
|
Group 2 Senior Percentage, plus 40% of the Group
2 Subordinate Percentage
|
|
October 2015 through September 2016
|
Group 2 Senior Percentage, plus 20% of the Group
2 Subordinate Percentage
|
|
October 2017 and thereafter
|
Group 2 Senior Percentage
|
provided , however , no reduction to the Group 2
Senior Prepayment Percentage described above shall be made as of
any Distribution Date unless (i) the outstanding principal balance
of the Group 2 Mortgage Loans delinquent 60 days or more (including
REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the Group 2 Subordinate
Certificates and (ii) Realized Losses on the Group 2 Mortgage Loans
to date are less than the then applicable Trigger
Amount.
On any Distribution Date on which
Realized Losses on the Group 2 Mortgage Loans to date are greater
than the then applicable Trigger Amount, the Group 2 Senior
Prepayment Percentage for each Group 2 loan group will be the
greater of (x) the related Group 2 Senior Prepayment Percentage for
such Distribution Date or (y) the related Group 2 Senior Prepayment
Percentage for the immediately preceding Distribution
Date.
Notwithstanding the above, if on any
Distribution Date (a) the Aggregate Subordinate Percentage, prior
to giving effect to any distributions on such Distribution Date,
equals or exceeds two times the initial Aggregate Subordinate
Percentage as of the Cut-Off Date for Collateral Pool 2, (b) the
provisions of clause (i) of the second preceding paragraph are met
and (c) (i) on or prior to the Distribution Date occurring in
September 2008, cumulative Realized Losses on the Group 2 Mortgage
Loans as of the end of the related Prepayment Period do not exceed
20% of the initial aggregate Certificate Principal Balance of the
Group 2 Subordinate Certificates and (ii) after the Distribution
Date occurring in September 2008, cumulative Realized Losses on the
Group 2 Mortgage Loans as of the end of the Prepayment Period do
not exceed 30% of the initial aggregate Certificate Principal
Balance of the Group 2 Subordinate Certificates, then the Group 2
Senior Prepayment Percentage for such Distribution Date and
each
loan group within Collateral Pool 2
will equal the related Group 2 Senior Percentage plus 50% of the
Group 2 Subordinate Percentage for such Distribution Date, if such
Distribution Date is prior to October 2008, and will equal the
related Group 2 Senior Percentage for such Distribution Date, if
such Distribution Date occurs on or after October 2008.
On any Distribution Date on which
the Aggregate Senior Percentage for Collateral Pool 2 exceeds the
initial Aggregate Senior Percentage for Collateral Pool 2, the
Group 2 Senior Prepayment Percentage for each Group 2 loan group
shall be 100%.
Upon reduction of the Certificate
Principal Balances of the related Group 2 Class A Certificates to
zero, the Group 2 Senior Prepayment Percentage for the related loan
group shall be 0%.
“Group 2 Subordinate
Certificates”: The Class 2-B1 Certificates, the Class 2-B2
Certificates, the Class 2-B3 Certificates, the Class 2-B4
Certificates, the Class 2-B5 Certificates and the Class 2-B6
Certificates.
“Group 2 Subordinate
Percentage”: With respect to a Group 2 loan group and any
Distribution Date, 100% minus the Group 2 Senior Percentage for
that loan group and Distribution Date.
“Group 2 Subordinate
Prepayment Percentage”: With respect to a Group 2 loan and
any Distribution Date, 100% minus the related Group 2 Senior
Prepayment Percentage for that loan group and Distribution
Date.
“Independent”: When used
with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Master Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor, the Master Servicer or any Affiliate thereof, and (c) is
not connected with the Depositor, the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent
of the Depositor, the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of
any class of securities issued by the Depositor or the Master
Servicer or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Master
Servicer) that would be an “independent contractor”
with respect to any REMIC within the meaning of Section 856(d)(3)
of the Code if any REMIC were a real estate investment trust
(except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as
any REMIC does not receive or derive any income from such Person
and provided that the relationship between such Person and any
REMIC is at arm’s length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or (ii) any other Person
(including the Master Servicer) if the Trust Administrator has
received an Opinion of Counsel for the benefit of the Trustee and
the Trust Administrator to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken by an
Independent Contractor will not
cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the
Code (determined without regard to the exception applicable for
purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as
Rents from Real Property.
“Index”: With respect to
any Adjustable-Rate Mortgage Loan, the index for the adjustment of
the Mortgage Rate set forth as such on the related Mortgage
Note.
“Initial Sub-Servicing
Agreement”: With respect to the Countrywide Mortgage Loans,
the Amended and Restated Master Mortgage Loan Purchase and
Servicing Agreement, dated December 15, 2003, between Countrywide
and the Seller, as modified as of the date hereof with respect to
the Countrywide Mortgage Loans in the Trust Fund. With respect to
the Wells Mortgage Loans, the Seller’s Warranties and
Servicing Agreement, dated as of September 1, 2005, between the
Seller and Wells Fargo relating to the WFHM 2005-W68 Mortgage
Loans, and the Seller’s Warranties and Servicing Agreement,
dated as of September 1, 2005, between the Seller and Wells Fargo
relating to the WFHM 2005-W69 Mortgage Loans, as modified as of the
date hereof with respect to the applicable Wells Mortgage Loans in
the Trust Fund, as applicable. With respect to the GreenPoint
Mortgage Loans, Master Mortgage Loan Purchase and Servicing
Agreement dated as of April 1, 2005, between GreenPoint and the
Seller, as modified as of the date hereof with respect to the
GreenPoint Mortgage Loans in the Trust Fund. With respect to the
National City Mortgage Loans, the Amended and Restated Master
Seller’s Warranties and Servicing Agreement, dated as of
September 1, 2003, as amended and restated to and including May 1,
2005, as modified as of the date hereof with respect to the
National City Mortgage Loans in the Trust Fund. With respect to the
SunTrust Mortgage Loans, the Amended and Restated Master Mortgage
Loan Purchase and Servicing Agreement dated as of July 1, 2005,
between SunTrust and the Seller, as modified as of the date hereof
with respect to the Sun Trust Mortgage Loans in the Trust
Fund.
“Insurance Proceeds”:
Proceeds of any Primary Mortgage Insurance Policy, title policy,
hazard policy or other insurance policy covering a Mortgage Loan to
the extent such proceeds are not to be applied to the restoration
of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage.
“Interest Accrual
Period”: With respect to any Distribution Date and any Class
of Certificates, the calendar month preceding the month in which
the Distribution Date occurs, and each such Interest Accrual Period
will be deemed to be 30 days regardless of its actual length. All
distributions of interest on the Certificates will be based on a
360-day year consisting of twelve 30-day Interest Accrual
Periods.
“Interest Distribution
Amount”: With respect to any Class of Certificates (other
than any Class of the Class P Certificates) for any Distribution
Date, an amount equal to one month’s interest accrued during
the most recently ended Interest Accrual Period at the
applicable
Pass-Through Rate on the Certificate
Principal Balance thereof (or, in the case of the Class 1-AIO1
Certificates and the Class 1-AIO2 Certificates, on the Notional
Amount thereof) immediately prior to such Distribution Date. The
Interest Distribution Amount for any Class of Certificates (a) will
also include, in the case of any Distribution Date subsequent to
the initial Distribution Date, the excess, if any, of the Interest
Distribution Amount in respect of such Certificates for the
immediately preceding Distribution Date, over the aggregate
distributions of interest made in respect of such Certificates
pursuant to Section 4.01(a) on such immediately preceding
Distribution Date and (b) will be reduced, in the case of any
Distribution Date, by the amount of any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest
Payments paid by Master Servicer) and Relief Act Interest
Shortfalls that were allocated to such Class on such Distribution
Date pursuant to Section 1.02. The Interest Distribution Amount for
any Class of Certificates will be based on a 360 day year
consisting of twelve 30-day Interest Accrual Periods.
“Interest Only
Certificates”: The Class 1-AIO1 Certificates and the Class
1-AIO2 Certificates.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received subsequent to
the Determination Date immediately following any Due Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage
and Mortgage Note) but delinquent for such Due Period and not
previously recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is removed from the applicable Trust REMIC by reason
of its being purchased, sold or replaced pursuant to or as
contemplated by Section 2.03 or Section 9.01. With respect to any
REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO
Property is removed from the applicable Trust REMIC by reason of
its being purchased pursuant to Section 9.01.
“Liquidation Proceeds”:
The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition)
received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power
of eminent domain or condemnation, (ii) the liquidation of a
defaulted Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of
a Mortgage Loan or an REO Property pursuant to or as contemplated
by Section 2.03, Section 3.23 or Section 9.01.
“Loan Group”: Any of
Loan Group 1-1, Loan Group 1-2, Loan Group 1-3, Loan Group 1-4,
Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Group 2-4 or Loan
Group 2-5.
“Loan Group 1-1”: The
Loan Group consisting of the Group 1-1 Mortgage Loans.
“Loan Group 1-2”: The
Loan Group consisting of the Group 1-2 Mortgage Loans.
“Loan Group 1-3”: The
Loan Group consisting of the Group 1-3 Mortgage Loans.
“Loan Group 1-4”: The
Loan Group consisting of the Group 1-4 Mortgage Loans.
“Loan Group 2-1”: The
Loan Group consisting of the Group 2-1 Mortgage Loans.
“Loan Group 2-2”: The
Loan Group consisting of the Group 2-2 Mortgage Loans.
“Loan Group 2-3”: The
Loan Group consisting of the Group 2-3 Mortgage Loans.
“Loan Group 2-4”: The
Loan Group consisting of the Group 2-4 Mortgage Loans.
“Loan Group 2-5”: The
Loan Group consisting of the Group 2-5 Mortgage Loans.
“Loan-to-Value Ratio”:
As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the
related Mortgage Loan at such date and the denominator of which is
the Value of the related Mortgaged Property.
“Master Servicer”:
CitiMortgage, Inc. or any successor master servicer appointed as
herein provided, in its capacity as Master Servicer
hereunder.
“Master Servicer
Certification”: A written certification, substantially in the
form attached hereto as Exhibit H, covering servicing of the
Mortgage Loans by the Servicer and signed by an officer of the
Master Servicer that complies with (i) the Sarbanes-Oxley Act of
2002, as amended from time to time, and (ii) the February 21, 2003
Statement by the Staff of the Division of Corporation Finance of
the Securities and Exchange Commission Regarding Compliance by
Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as
in effect from time to time; provided that if, after the Closing
Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the
Statement referred to in clause (ii) is modified or superseded by
any subsequent statement, rule or regulation of the Securities and
Exchange Commission or any statement of a division thereof, or (c)
any future releases, rules and regulations are published by the
Securities and Exchange Commission from time to time pursuant to
the Sarbanes-Oxley Act of 2002, which in any such case affects the
form or substance of the required certification and results in the
required certification being, in the reasonable judgment of the
Master Servicer, materially more onerous than the form of the
required certification as of the Closing Date, the Master Servicer
Certification shall be as agreed to by the Master Servicer and the
Depositor following a negotiation in good faith to determine how to
comply with any such new requirements.
“Master Servicer Event of
Default”: One or more of the events described in Section
7.01.
“Master Servicer Remittance
Date”: With respect to any Distribution Date, 12:00 p.m. New
York time on the Business Day preceding the Distribution Date or if
the Collection
Account is held at Citibank (for so
long as Citibank is the Paying Agent), 12:00 p.m. New York time on
the Distribution Date.
“Maximum Mortgage Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Minimum Mortgage Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS System”: The
system of recording transfers of Mortgages electronically
maintained by MERS.
“MIN”: The Mortgage
Identification Number for Mortgage Loans registered with MERS on
the MERS System.
“MOM Loan”: With respect
to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act;
(b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.07; and (c) on the
assumption that all other amounts, if any, due under such Mortgage
Loan are paid when due.
“Moody’s”:
Moody’s Investors Service, Inc., or its successor in
interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first lien
on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage File”: The
mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) of this Agreement, as from time to
time held as a part of REMIC I-A or REMIC II-A, as applicable, the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage Loan Purchase
Agreement”: The agreement between the Depositor and the
Seller regarding the transfer of the Mortgage Loans by the Seller
to or at the direction of the Depositor, substantially in the form
of Exhibit D annexed hereto.
“Mortgage Loan Remittance
Rate”: With respect to any Mortgage Loan or REO Property, as
of any date of determination, the then applicable Expense Adjusted
Mortgage Rate in respect thereof.
“Mortgage Loan
Schedule”: As of any date, the list of Mortgage Loans
included in REMIC I-A or REMIC II-A on such date, attached hereto
as Schedule 1. The Mortgage Loan Schedule shall set forth, but is
not limited to, the following information with respect to each
Mortgage Loan:
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(i)
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the Master Servicer’s Mortgage
Loan identifying number;
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(ii)
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a code indicating whether the
Mortgaged Property is owner-occupied;
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(iii)
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the type of Residential Dwelling
constituting the Mortgaged Property;
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(iv)
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the original months to
maturity;
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(v)
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the original date of the
mortgage;
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(vi)
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the Loan-to-Value Ratio at
origination;
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(vii)
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the Mortgage Rate in effect
immediately following the Cut-off Date;
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(viii) the
date on which the first Monthly Payment was due on the Mortgage
Loan;
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(ix)
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the stated maturity date;
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(x)
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the amount of the Monthly Payment at
origination;
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(xi)
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the amount of the Monthly Payment as
of the Cut-off Date;
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(xii) the
last Due Date on which a Monthly Payment was actually applied to
the unpaid Stated Principal Balance;
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(xiii)
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the original principal amount of the
Mortgage Loan;
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(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of
business on the Cut-off Date;
(xv) a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, Rate/Term Refinancing, Cash-Out Refinancing);
(xvi) a
code indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) a
code indicating if the Mortgage Loan is subject to a Primary
Mortgage Insurance Policy;
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(xviii)
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the Value of the Mortgaged
Property;
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(xix)
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the sale price of the Mortgaged
Property, if applicable;
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(xx) the
actual unpaid principal balance of the Mortgage Loan as of the
Cut-off Date;
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(xxi)
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the Servicing Fee Rate;
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(xxii) if
such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum
Mortgage Rate, Minimum Mortgage Rate, Gross Margin, Index and
Periodic Rate Cap;
(xxiii) whether
such Mortgage Loan has an interest-only period, and if so, length,
in months of such interest-only period;
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(xxiv)
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the Loan Group in which such
Mortgage Loan shall reside;
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(xxv) the
originator of such Mortgage Loan and the Initial Sub-Servicer of
such Mortgage Loan; and
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(xxvi)
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whether the Mortgage Loan is a
Buydown Mortgage Loan;
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The Mortgage Loan Schedule shall set
forth the following information with respect to the Mortgage Loans
in the aggregate as of the Cut-off Date: (1) the number of Mortgage
Loans; (2) the current principal balance of the Mortgage Loans; (3)
the weighted average Mortgage Rate of the Mortgage Loans; (4) the
weighted average maturity of the Mortgage Loans; (5) the Scheduled
Principal Balance of the Mortgage Loans as of the close of business
on the Cut-off Date (not taking into account any Principal
Prepayments received on the Cut-off Date); and (6) the amount of
the Monthly Payment as of the Cut-off Date. The Mortgage Loan
Schedule shall be amended from time to time by the Depositor in
accordance with the provisions of this Agreement. With respect to
any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to
the related Cut-off Date for such Mortgage Loan, determined in
accordance with the definition of Cut-off Date herein.
“Mortgage Note”: The
original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The
pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With
respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with
the provisions of the related Mortgage Note, without regard to any
reduction thereof as a result of a Debt Service
Reduction or operation of the Relief
Act. With respect to each Mortgage Loan that becomes an REO
Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.
“Mortgaged Property”:
The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a
Residential Dwelling.
“Mortgagor”: The obligor
on a Mortgage Note.
“National City”:
National City Mortgage Company or its successor in
interest.
“National City Mortgage
Loans”: The Mortgage Loans originated by National
City.
“Net WAC Rate”: The Net
WAC Rate for any Distribution Date and the Group 1-1 Mortgage Loans
is a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group 1-1 Mortgage Loans, weighted
based on their principal balances as of the first day of the
related Due Period. For federal income tax purposes, the equivalent
of the foregoing shall be expressed as the weighted average of the
REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A1,
weighted on the basis of the Uncertificated Balance of such REMIC
I-B Regular Interest. The Net WAC Rate for any Distribution Date
and the Group 1-2 Mortgage Loans is a rate per annum equal to the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 1-2 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. For federal
income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC I-B Remittance Rate
on REMIC I-B Regular Interest LT-1-A2, weighted on the basis of the
Uncertificated Balance of such REMIC I-B Regular Interest. The Net
WAC Rate for any Distribution Date and the Group 1-3 Mortgage Loans
is a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group 1-3 Mortgage Loans, weighted
based on their principal balances as of the first day of the
related Due Period. For federal income tax purposes, the equivalent
of the foregoing shall be expressed as the weighted average of the
REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A3,
weighted on the basis of the Uncertificated Balance of such REMIC
I-B Regular Interest. The Net WAC Rate for any Distribution Date
and the Group 1-4 Mortgage Loans is a rate per annum equal to the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 1-4 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. For federal
income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC I-B Remittance Rate
on REMIC I-B Regular Interest LT-1-A4, weighted on the basis of the
Uncertificated Balance of such REMIC I-B Regular
Interest.
The Net WAC Rate for any
Distribution Date and the Group 2-1 Mortgage Loans is a rate per
annum equal to the weighted average of the Expense Adjusted
Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on
their principal balances as of the first day of the related Due
Period. For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC
II-A Remittance Rate on REMIC II-A Regular
Interest LT-1B, weighted on the
basis of the Uncertificated Balance of such REMIC II-A Regular
Interest. The Net WAC Rate for any Distribution Date and the Group
2-2 Mortgage Loans is a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group 2-2
Mortgage Loans, weighted based on their principal balances as of
the first day of the related Due Period. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the
weighted average of the REMIC II-A Remittance Rate on REMIC II-A
Regular Interest LT-2B, weighted on the basis of the Uncertificated
Balance of such REMIC II-A Regular Interest. The Net WAC Rate for
any Distribution Date and the Group 2-3 Mortgage Loans is a rate
per annum equal to the weighted average of the Expense Adjusted
Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on
their principal balances as of the first day of the related Due
Period. For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC
II-A Remittance Rate on REMIC II-A Regular Interest LT-3B, weighted
on the basis of the Uncertificated Balance of such REMIC II-A
Regular Interest. The Net WAC Rate for any Distribution Date and
the Group 2-4 Mortgage Loans is a rate per annum equal to the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 2-4 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. For federal
income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC II-A Remittance Rate
on REMIC II-A Regular Interest LT-4B, weighted on the basis of the
Uncertificated Balance of such REMIC II-A Regular Interest. The Net
WAC Rate for any Distribution Date and the Group 2-5 Mortgage Loans
is a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group 2-5 Mortgage Loans, weighted
based on their principal balances as of the first day of the
related Due Period. For federal income tax purposes, the equivalent
of the foregoing shall be expressed as the weighted average of the
REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-5B,
weighted on the basis of the Uncertificated Balance of such REMIC
II-A Regular Interest.
“New Lease”: Any lease
of REO Property entered into on behalf of REMIC I-A or REMIC II-A
including any lease renewed or extended on behalf of REMIC I-A or
REMIC II-A, if REMIC I-A or REMIC II-A, as applicable, has the
right to renegotiate the terms of such lease.
“Nonrecoverable P&I
Advance”: Any P&I Advance previously made or proposed to
be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Master Servicer, will not or,
in the case of a proposed P&I Advance, would not be ultimately
recoverable from related late payments, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
“Non-United States
Person”: Any Person other than a United States
Person.
“Notional Amount”: For
any Distribution Date and the Class 1-AIO1 Certificates, the
aggregate Certificate Principal Balances of the Class 1-A2
Certificates and Class 1-A3 Certificates for such Distribution
Date. For any Distribution Date and the Class 1-AIO2 Certificates,
the Certificate Principal Balance of the Class 1-A4 Certificates
for such Distribution Date. For federal income tax purposes, the
Class 1-AIO1 Certificates will have a Notional Amount equal to the
sum of (i) the Uncertificated Balance of REMIC I-B regular Interest
LT-1-A2 and (ii) Uncertificated Balance of REMIC I-B regular
Interest LT-1-
A3. For federal income tax purposes,
the Class 1-AIO2 Certificates will have a Notional Amount equal to
the Uncertificated Balance of REMIC I-B regular Interest
LT-1-A4.
“Officers’
Certificate”: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice
president (however denominated), and by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Seller or the Depositor, as applicable; with
respect to the Master Servicer, any officer who is authorized to
act for the Master Servicer in matters relating to this Agreement,
and whose action is binding upon the Master Servicer, initially
including those individuals whose names appear on the list of
authorized officers delivered at the closing.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Master Servicer or the
Trust Administrator acceptable to the Trustee, if such opinion is
delivered to the Trustee, or reasonably acceptable to the Trust
Administrator, if such opinion is delivered to the Trust
Administrator, except that any opinion of counsel relating to (a)
the qualification of any Trust REMIC as a REMIC or (b) compliance
with the REMIC Provisions must be an opinion of Independent
counsel.
“Original Mortgage
Loan”: Any Mortgage Loan included in the Trust Fund as of the
Closing Date.
“Originator”:
Countrywide, Wells Fargo, GreenPoint, National City or SunTrust as
applicable.
“Overcollateralized
Amount”: As to any Distribution Date and the Group 1 Class A
Certificates or the Group 2 Class A Certificates, an amount equal
to the sum of the Undercollateralized Amounts for the Classes of
Class A Certificates relating to the same Collateral
Pool.
“Overcollateralized Loan
Group”: With respect to the Class A Certificates relating to
any Collateral Pool, as to any Distribution Date on which there are
one or more Undercollateralized Loan Groups within such Collateral
Pool, any Loan Group within such Collateral Pool for which there is
no Undercollateralized Amount.
“Ownership Interest”: As
to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”:
With respect to the Class 1-A1 Certificates and any Distribution
Date, the Net WAC Rate for the Group 1-1 Mortgage Loans for such
Distribution Date. With respect to the Class 1-A2 Certificates and
any Distribution Date, the Net WAC Rate for the Group 1-2 Mortgage
Loans for such Distribution Date minus 0.25%. With respect to the
Class 1-A3 Certificates and any Distribution Date, the Net WAC Rate
for the Group 1-3 Mortgage Loans for such Distribution Date minus
0.25%. With respect to the Class 1-A4 Certificates and any
Distribution Date, the Net WAC Rate for the Group 1-4 Mortgage
Loans for such Distribution Date minus 0.50%.
With respect to the Group 1-R
Certificates and the first Distribution Date, the Net WAC Rate for
the Group 1-1 Mortgage Loans for such Distribution Date.
With respect to the Class 1-AIO1
Certificates and any Distribution Date, a per annum rate equal to
0.25%. With respect to the Class 1-AIO2 Certificates and any
Distribution Date, a per annum rate equal to 0.50%.
With respect to each class of Group
1 Subordinate Certificates and any Distribution Date, the related
Subordinate Net WAC Rate for such Distribution Date.
With respect to each class of Group
2 Subordinate Certificates and any Distribution Date, the related
Subordinate Net WAC Rate for such Distribution Date.
With respect to each class of Group
2 Class A Certificates and any Distribution Date, the Net WAC Rate
for the related Group 2 Mortgage Loans for such Distribution
Date.
With respect to the Group 2-R
Certificates and the first Distribution Date, the Net WAC Rate for
the Group 2-1 Mortgage Loans for such Distribution Date.
“Paying Agent”:
Citibank, or its successor in interest, or any successor paying
agent appointed as herein provided.
“Periodic Rate Cap”:
With respect to each Adjustable-Rate Mortgage Loan and any
Adjustment Date therefor, the fixed percentage set forth in the
related Mortgage Note, which is the maximum amount by which the
Mortgage Rate for such Mortgage Loan may increase or
decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such
Adjustment Date from the Mortgage Rate in effect immediately prior
to such Adjustment Date.
“Percentage Interest”:
With respect to any Class of Certificates, the portion of the
respective Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate
Principal Balance or Notional Amount represented by such
Certificate, and the denominator of which is the initial aggregate
Certificate Principal Balance or Notional Amount of all of the
Certificates of such Class. The Book-Entry Certificates are
issuable only in Percentage Interests corresponding to initial
Certificate Principal Balances or Notional Amounts of $100,000 and
integral multiples of $1.00 in excess thereof. The Private
Certificates are issuable only in Percentage Interests
corresponding to the initial Certificate Principal Balances of
$100,000 and integral multiples of $1.00 in excess thereof;
provided, however, that a single Certificate of each such Class of
Certificates may be issued having a Percentage Interest
corresponding to the remainder of the aggregate initial Certificate
Principal Balance of such Class or to an otherwise authorized
denomination for such Class plus such remainder. The Residual
Certificates are issuable only in Percentage Interests of 20% and
multiples thereof.
“Permitted Investments”:
Any one or more of the following obligations or securities acquired
at a purchase price of not greater than par, regardless of whether
issued by the Depositor, the Master Servicer, the Trustee, the
Paying Agent, the Authenticating Agent, the Certificate Registrar,
the Trust Administrator or any of their respective
Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United
States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’
acceptances (which shall each have an original maturity of not more
than 90 days and, in the case of bankers’ acceptances, shall
in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United
States dollars and issued by, any Depository
Institution;
(iii) repurchase
obligations with respect to any security described in clause (i)
above entered into with a Depository Institution (acting as
principal);
(iv) securities
bearing interest or sold at a discount that are issued by any
corporation incorporated under the laws of the United States of
America or any state thereof and that are rated by the Rating
Agencies in its highest long-term unsecured rating category at the
time of such investment or contractual commitment providing for
such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified
date not more than 30 days after the date of acquisition thereof)
that is rated by the Rating
Agencies in its highest short-term
unsecured debt rating available at the time of such
investment;
(vi) units of
money market funds, including money market funds advised by the
Trustee, the Trust Administrator or an Affiliate of either of them,
that have been rated “AAA” by S&P and
“Aaa” by Moody’s and in the highest rating
category by Fitch if rated by Fitch; and
(vii) if
previously confirmed in writing to the Master Servicer, the Trustee
and the Trust Administrator, any other demand, money market or time
deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies as a permitted investment of
funds backing securities having ratings equivalent to its highest
initial rating of the Senior Certificates;
provided, however, that no
instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest
payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument
provide a yield to maturity at par greater than 120% of the yield
to maturity at par of the underlying obligations.
“Permitted Transferee”:
Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”: Any
individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
“P&I Advance”: As to
any Mortgage Loan or REO Property, any advance made by the Master
Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”: Any employee
benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans
and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements
are invested, that are subject to ERISA or Section 4975 of the
Code.
“Prepayment Assumption”:
A prepayment rate of 25% CPR. The Prepayment Assumption is used
solely for determining the accrual of original issue discount on
the Certificates for federal income tax purposes. A CPR (or
Constant Prepayment Rate) represents an annualized constant assumed
rate of prepayment each month of a pool of mortgage loans relative
to its outstanding principal balance for the life of such
pool.
“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each
Mortgage Loan that was during the related Prepayment Period the
subject of a Principal Prepayment in full or in part that was
applied by the Master Servicer to reduce the outstanding principal
balance of such loan on a date preceding the Due Date in the
succeeding Prepayment Period, an amount equal to interest at the
applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment for the number of days commencing on the date
on which
the prepayment is applied and ending
on the last day of the related Prepayment Period. The obligations
of the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 3.24.
“Prepayment Period”:
With respect to any Distribution Date, the calendar month preceding
the calendar month in which such Distribution Date
occurs.
“Primary Mortgage Insurance
Policy”: Each primary policy of mortgage guaranty insurance
in effect as represented in the Mortgage Loan Purchase Agreement
and as so indicated on the Mortgage Loan Schedule, or any
replacement policy therefor obtained by the Master Servicer or any
Sub-Servicer pursuant to Section 3.13.
“Prime Rate”: The lesser
of (i) the per annum rate of interest, publicly announced from time
to time by JPMorgan Chase Bank, N.A. at its principal office in the
City of New York, as its prime or base lending rate (any change in
such rate of interest to be effective on the date such change is
announced by JPMorgan Chase Bank, N.A.) and (ii) the maximum rate
permissible under applicable usury or similar laws limiting
interest rates.
“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or
months subsequent to the month of prepayment.
“Private Certificates”:
Any Class 1-B4 Certificate, Class 1-B5 Certificate, Class 1- B-6
Certificate, Class 2-B4 Certificate, Class 2-B5 Certificate and
Class 2-B6 Certificate.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or Section 9.01, and
as confirmed by an Officers’ Certificate from the Master
Servicer to the Trustee and the Trust Administrator, an amount
equal to the sum of: (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided
in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable
Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Master Servicer, which payment or
advance had as of the date of purchase been distributed pursuant to
Section 4.01, through the end of the calendar month in which the
purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable
Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Master Servicer through the end of
the calendar month immediately preceding the calendar month in
which such REO Property was acquired, plus (2) REO Imputed Interest
for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending
with the calendar month in which such purchase is to be effected,
minus the total of all net rental income, Insurance Proceeds,
Liquidation Proceeds and P&I Advances that as of the date of
purchase had been distributed as or to cover REO Imputed Interest
pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances
and P&I Advances and any unpaid Servicing Fees and
Administration Fees allocable to such Mortgage Loan or REO
Property; (iv) any amounts
previously withdrawn from the
Collection Account in respect of such Mortgage Loan or REO Property
pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in
the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, expenses incurred or to be incurred by the Trust Fund
in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust
Fund in connection with any violation of any predatory or abusive
lending law with respect to the related Mortgage Loan.
“Qualified Insurer”: Any
insurer which meets the requirements of Fannie Mae and Freddie
Mac.
“Qualified Substitute Mortgage
Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal
and interest due during or prior to the month of substitution, not
in excess of the Scheduled Principal Balance of the Deleted
Mortgage Loan as of the Due Date in the calendar month during which
the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage
Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) have a next Adjustment Date not more than two months
later than the next Adjustment Date on the Deleted Mortgage Loan,
(vii) be covered under a Primary Mortgage Insurance Policy if such
Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in
excess of 80% and the Deleted Mortgage Loan was covered by a
Primary Mortgage Insurance Policy, (viii) have a remaining term to
maturity not greater than (and not more than one year less than)
that of the Deleted Mortgage Loan, (ix) have the same Due Date as
the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
(xi) [intentionally omitted]; and (xii) conform to each
representation and warranty set forth in Section 6 of the Mortgage
Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In
the event that one or more mortgage loans are substituted for one
or more Deleted Mortgage Loans, the amounts described in clause (i)
hereof shall be determined on the basis of aggregate principal
balances, the Mortgage Rates described in clause (ii) hereof shall
be determined on the basis of weighted average Mortgage Rates, the
terms described in clause (viii) shall be determined on the basis
of weighted average remaining terms to maturity, the Loan-to-Value
Ratios described in clause (x) hereof shall be satisfied as to each
such mortgage loan and, except to the extent otherwise provided in
this sentence, the representations and warranties described in
clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may
be.
“Rate/Term Refinancing”:
A Refinanced Mortgage Loan, the proceeds of which are not in excess
of the existing first mortgage loan on the related Mortgaged
Property and related closing costs, and were used exclusively to
satisfy the then existing first mortgage loan of the Mortgagor on
the related Mortgaged Property and to pay related closing
costs.
“Rating Agencies”:
S&P, Moody’s and Fitch or their successors. If such
agencies or their successors are no longer in existence, the
“Rating Agencies” shall be such nationally
recognized statistical rating
agencies, or other comparable Persons, designated by the Depositor,
written notice of which designation shall be given to the Trustee,
the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Master
Servicer.
“Realized Loss”: With
respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the Due
Date as to which interest was last paid by the Mortgagor through
the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual
rate at which interest was then accruing on such Mortgage Loan and
(B) on a principal amount equal to the Stated Principal Balance of
such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, plus (iii) any amounts previously
withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(iv) the proceeds, if any, received in respect of such Mortgage
Loan prior to the date such Final Recovery Determination was made,
net of amounts that are payable therefrom to the Master Servicer
with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii).
With respect to any REO Property as
to which a Final Recovery Determination has been made an amount
(not less than zero) equal to (i) the unpaid principal balance of
the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of any REMIC, plus (ii) accrued interest from
the Due Date as to which interest was last paid by the Mortgagor in
respect of the related Mortgage Loan through the end of the
calendar month immediately preceding the calendar month in which
such REO Property was acquired, calculated in the case of each
calendar month during such period (A) at an annual rate equal to
the annual rate at which interest was then accruing on the related
Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on the Distribution Date during such calendar month, plus
(iii) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property
was acquired and ending with the calendar month that occurs during
the Prepayment Period in which such Final Recovery Determination
was made, plus (iv) any amounts previously withdrawn from the
Collection Account in respect of the related Mortgage Loan pursuant
to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of all Servicing Advances made by the Master Servicer in respect of
such REO Property or the related Mortgage Loan (without duplication
of amounts netted out of the rental income, Insurance Proceeds and
Liquidation Proceeds described in clause (vi) below) and any unpaid
Servicing Fees and unpaid Administration Fees for which the Master
Servicer has been or, in connection with such Final Recovery
Determination, will be reimbursed pursuant to Section 3.11(a)(iii)
or Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property,
minus (v) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property
that has been, or in connection with such Final Recovery
Determination, will be transferred to the Distribution Account
pursuant to Section 3.23.
With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced
by the Deficient Valuation.
With respect to each Mortgage Loan
which has become the subject of a Debt Service Reduction, the
portion, if any, of the reduction in each affected Monthly Payment
attributable to a reduction in the Mortgage Rate imposed by a court
of competent jurisdiction. Each such Realized Loss shall be deemed
to have been incurred on the Due Date for each affected Monthly
Payment.
“Record Date”: With
respect to each Distribution Date and any Certificate, the last
Business Day of the calendar month immediately preceding the month
in which such Distribution Date occurs.
“Refinanced Mortgage
Loan”: A Mortgage Loan the proceeds of which were not used to
purchase the related Mortgaged Property.
“Regular Certificate”:
Any Senior Certificate or Subordinate Certificate.
“Regular Interest”: A
“regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Relief Act”: The
Servicemembers Civil Relief Act, as amended.
“Relief Act Interest
Shortfall”: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest collectible
on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
“REMIC”: A “real
estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
“REMIC I-A”: As defined
in the Preliminary Statement.
“REMIC I-A Regular
Interests”: The REMIC I-A Regular Interests, as set forth in
the Preliminary Statement.
“REMIC I-A Remittance
Rate”: With respect to REMIC I-A Regular Interest LT-1A,
REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A,
REMIC I-A Regular Interest LT-4A and REMIC I-A Regular Interest
LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates
of the Group 1 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. With
respect to REMIC I-A
Regular Interest LT-1B, REMIC I-A
Regular Interest LT-R and REMIC I-A Regular Interest LT-P, the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 1-1 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. With
respect to REMIC I-A Regular Interest LT-2B, the weighted average
of the Expense Adjusted Mortgage Rates of the Group 1-2 Mortgage
Loans, weighted based on their principal balances as of the first
day of the related Due Period. With respect to REMIC I-A Regular
Interest LT-3B, the weighted average of the Expense Adjusted
Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on
their principal balances as of the first day of the related Due
Period. With respect to REMIC I-A Regular Interest LT-4B, the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 1-4 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period.
“REMIC I-A Subordinated
Balance Ratio”: The ratio among the Uncertificated Balances
of each REMIC I-A Regular Interest ending with the designation
“A”, equal to the ratio between, with respect to each
such REMIC I-A Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the current Certificate Principal Balance of Senior
Certificates relating to such Loan Group.
“REMIC I-B”: As defined
in the Preliminary Statement.
“REMIC I-B Remittance
Rate”: With respect to REMIC I-B Regular Interest LT-1-A1,
REMIC I-B Regular Interest LT-R and REMIC I-B Regular Interest
LT-P, the weighted average of the REMIC I-A Remittance Rate on
REMIC I-A Regular Interest LT-1B, weighted on the basis of the
Uncertificated Balance of such REMIC I-A Regular Interest. With
respect to REMIC I-B Regular Interest LT-1-A2, the weighted average
of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest
LT-2B, weighted on the basis of the Uncertificated Balance of such
REMIC I-A Regular Interest. With respect to REMIC I-B Regular
Interest LT-1-A3, the weighted average of the REMIC I-A Remittance
Rate on REMIC I-A Regular Interest LT-3B, weighted on the basis of
the Uncertificated Balance of such REMIC I-A Regular Interest. With
respect to REMIC I-B Regular Interest LT-1-A4, the weighted average
of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest
LT-4B, weighted on the basis of the Uncertificated Balance of such
REMIC I-A Regular Interest. With respect to REMIC I-B Regular
Interest LT-1-B1, REMIC I-B Regular Interest LT-1-B2, REMIC I-B
Regular Interest LT-1-B3, REMIC I-B Regular Interest LT-1-B4, REMIC
I-B Regular Interest LT-1-B5 and REMIC I-B Regular Interest
LT-1-B6, the weighted average of the REMIC I-A Remittance Rate on
REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A,
REMIC I-A Regular Interest LT-3A and REMIC I-A Regular Interest
LT-4A (in each case subject to a cap and a floor equal to the REMIC
I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, REMIC I-A
Regular Interest LT-2B, REMIC I-A Regular Interest LT-3B and REMIC
I-A Regular Interest LT-4B, respectively), weighted on the basis of
the Uncertificated Balance of each such REMIC I-A Regular
Interest.
“REMIC I-C”: As defined
in the Preliminary Statement.
“REMIC II-A”: As defined
in the Preliminary Statement.
“REMIC II-A Regular
Interests”: The REMIC II-A Regular Interests, as set forth in
the Preliminary Statement.
“REMIC II-A Remittance
Rate”: With respect to REMIC II-A Regular Interest LT-1A,
REMIC II-A Regular Interest LT-2A, REMIC II-A Regular Interest
LT-3A, REMIC II-A Regular Interest LT-4A, REMIC II-A Regular
Interest LT-5A and REMIC II-A Regular Interest LT-ZZZ, the weighted
average of the Expense Adjusted Mortgage Rates of the Group 2
Mortgage Loans, weighted based on their principal balances as of
the first day of the related Due Period. With respect to REMIC II-A
Regular Interest LT-1B, REMIC II-A Regular Interest LT-R and REMIC
II-A Regular Interest LT-P, the weighted average of the Expense
Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted
based on their principal balances as of the first day of the
related Due Period. With respect to REMIC II-A Regular Interest
LT-2B, the weighted average of the Expense Adjusted Mortgage Rates
of the Group 2-2 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. With
respect to REMIC II-A Regular Interest LT-3B, the weighted average
of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage
Loans, weighted based on their principal balances as of the first
day of the related Due Period. With respect to REMIC II-A Regular
Interest LT-4B, the weighted average of the Expense Adjusted
Mortgage Rates of the Group 2-4 Mortgage Loans, weighted based on
their principal balances as of the first day of the related Due
Period. With respect to REMIC II-A Regular Interest LT-5B, the
weighted average of the Expense Adjusted Mortgage Rates of the
Group 2-5 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period.
“REMIC II-A Subordinated
Balance Ratio”: The ratio among the Uncertificated Balances
of each REMIC II-A Regular Interest ending with the designation
“A”, equal to the ratio between, with respect to each
such REMIC II-A Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the current Certificate Principal Balance of Senior
Certificates relating to such Loan Group.
“REMIC II-B”: As defined
in the Preliminary Statement.
“Remittance Report”: A
report in form and substance acceptable to the Trust Administrator
and the Trustee prepared by the Master Servicer pursuant to Section
4.03 with such additions, deletions and modifications as agreed to
by the Trustee, the Trust Administrator and the Master
Servicer.
“Rents from Real
Property”: With respect to any REO Property, gross income of
the character described in Section 856(d) of the Code as being
included in the term “rents from real
property.”
“REO Account”: The
account or accounts maintained by the Master Servicer in respect of
an REO Property pursuant to Section 3.23.
“REO Disposition”: The
sale or other disposition of an REO Property on behalf of any Trust
REMIC.
“REO Imputed Interest”:
As to any REO Property, for any calendar month during which such
REO Property was at any time part of REMIC I-A or REMIC II-A, one
month’s interest at the applicable Mortgage Loan Remittance
Rate on the Stated Principal Balance of such REO Property (or, in
the case of the first such calendar month, of the related Mortgage
Loan if appropriate) as of the close of business on the
Distribution Date in such calendar month.
“REO Property”: A
Mortgaged Property acquired by the Master Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.23.
“Request for Release”: A
release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential Dwelling”:
Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a Fannie Mae eligible condominium
project, or (iv) a detached one-family dwelling in a planned unit
development, none of which is a co-operative, mobile or
manufactured home (as defined in 42 United States Code, Section
5402(6)).
“Residual Certificate”:
Any one of the Class 1-R Certificates or the Class 2-R
Certificates.
“Residual Interest”: The
sole class of “residual interests” in a REMIC within
the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”:
When used with respect to the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, the
President, any vice president, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant
treasurer, any trust officer or assistant trust officer, the
Controller and any assistant controller or any other officer
thereof customarily performing functions similar to those performed
by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter
is referred because of such officer’s knowledge of and
familiarity with the particular subject. When used with respect to
the Trustee, any officer of the Trustee with direct responsibility
for the administration of this Agreement and, with respect to a
particular matter relating to this Agreement, to whom such matter
is referred because of such officer’s knowledge of and
familiarity with the particular subject.
“Scheduled Principal
Balance”: With respect to any Mortgage Loan: (a) as of the
Cut-off Date, the outstanding principal balance of such Mortgage
Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any
Due Date subsequent to the Cut-off Date up to and including the Due
Date in the calendar month in which a Liquidation Event occurs with
respect to such Mortgage Loan, the Scheduled Principal Balance of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the
principal portion of each Monthly Payment due on or before such Due
Date but subsequent to the Cut-off Date, whether or not received,
(ii) all Principal Prepayments received before such Due Date but
after the Cut-off Date, (iii) the principal portion of all
Liquidation Proceeds and Insurance Proceeds received before such
Due Date but after the Cut-off Date, net of any portion thereof
that represents principal due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were
received and (iv) any Realized Loss incurred with respect thereto
as a result of a Deficient Valuation occurring before such Due
Date, but only to the extent such Realized Loss represents a
reduction in the portion of principal of such Mortgage Loan not yet
due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) as of the date of such
Deficient Valuation; and (c) as of any Due Date subsequent to the
occurrence of a Liquidation Event with respect to such Mortgage
Loan, zero. With respect to any REO Property: (a) as of any Due
Date subsequent to the date of its acquisition on behalf of the
Trust Fund up to and including the Due Date in the calendar month
in which a Liquidation Event occurs with respect to such REO
Property, an amount (not less than zero) equal to the Scheduled
Principal Balance of the related Mortgage Loan as of the Due Date
in the calendar month in which such REO Property was acquired minus
the principal portion of each Monthly Payment that would have
become due on such related Mortgage Loan after such REO Property
was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence
of a Liquidation Event with respect to such REO Property,
zero.
“Seller”: Citigroup
Global Markets Realty Corp. or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase
Agreement.
“Senior Certificate”:
Any Group 1 Senior Certificate or Group 2 Senior
Certificate.
“Senior Percentage”: A
Group 1 Senior Percentage or a Group 2 Senior Percentage, as
applicable.
“Senior Prepayment
Percentage”: A Group 1 Senior Prepayment Percentage or a
Group 2 Senior Prepayment Percentage, as applicable.
“Senior Principal Distribution
Amount”: For any Distribution Date and the Class A
Certificates relating to any Loan Group, an amount equal to the
lesser of (i) the applicable Group 1 Available Distribution Amount,
or the applicable Group 2 Available Distribution Amount, remaining
after distribution of the related Senior Interest Distribution
Amount and (ii) the sum of:
(a) the
product of (x) the then-applicable related Senior Percentage and
(y) the sum of the following:
(i)
the aggregate of the principal
portions of all Monthly Payments due during the related Due Period
in respect of the related Mortgage Loans, whether or not
received;
(ii)
the principal portion of all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds
(other than amounts described in clause (c) below) received in
respect of the related Mortgage Loans during the related Prepayment
Period (other than any related Mortgage Loan that was purchased,
sold or replaced pursuant to or as contemplated by Section 2.03 or
Section 9.01 during the related Prepayment Period), net of any
portion thereof that represents a recovery of principal for which
an advance was made by the Master Servicer pursuant to Section 4.03
in respect of a preceding Distribution Date;
(iii)
the Stated Principal Balance
(calculated immediately prior to such Distribution Date) of each
related Mortgage Loan that was purchased, sold or replaced pursuant
to or as contemplated by Section 2.03 or Section 9.01 during the
related Prepayment Period;
(v)
in connection with the substitution
of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans in the related Loan Group pursuant to
Section 2.03 during the related Prepayment Period, the excess, if
any, of (A) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such
Deleted Mortgage Loans, net of the aggregate of the principal
portions of the Monthly Payments due during the related Prepayment
Period (to the extent received from the related Mortgagor or
advanced by the related Servicer and distributed pursuant to
Section 4.01 on the Distribution Date in the related Prepayment
Period) in respect of each such Deleted Mortgage Loan that was
replaced prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such
Qualified Substitute Mortgage Loans;
(b) the
product of (x) the then-applicable related Senior Prepayment
Percentage and (y) the amount of all Principal Prepayments received
in respect of the related Mortgage Loans during the related
Prepayment Period;
(c) with
respect to any related Mortgage Loan which was the subject of a
Final Recovery Determination in the related Prepayment Period, the
lesser of (a) the then-applicable related Senior Prepayment
Percentage multiplied by the net Liquidation Proceeds and Insurance
Proceeds allocable to principal in respect of such Mortgage Loan
and (b) the then-
applicable related Senior Percentage
multiplied by the Scheduled Principal Balance of the related
Mortgage Loan at the time of such Final Recovery
Determination;
(d) in
the case of any Distribution Date subsequent to the initial
Distribution Date, an amount equal to the excess, if any, of the
amounts calculated pursuant to clauses (a), (b) and (c) above for
the immediately preceding Distribution Date, over the aggregate
distributions of principal made in respect of the related Class or
Classes of Class A Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any
such amounts are not attributable to Realized Losses which were
allocated to the related Subordinate Certificates pursuant to
Section 4.04; and
(e) with
respect to Class A Certificates relating to a Collateral Pool, any
Class A Principal Adjustment Amount relating to such Collateral
Pool (allocated among the Class A Certificates relating to such
Collateral Pool on a pro rata basis based on their respective
Certificate Principal Balances), if (i) the Subordination Test with
respect to the related Subordinate Certificates has not been met
with respect to such Distribution Date and (ii) there are Class A
Certificates remaining outstanding relating to more than one Loan
Group in such Collateral Pool.
“Servicing Account”: The
account or accounts created and maintained pursuant to Section
3.09.
“Servicing Advances”:
The reasonable “out-of-pocket” costs and expenses
incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in
the performance of its servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration and
protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS System, (iii) the management
(including reasonable fees in connection therewith) and liquidation
of any REO Property, and (iv) the performance of its obligations
under Section 3.01, Section 3.09, Section 3.13, Section 3.14,
Section 3.16 and Section 3.23. The Master Servicer shall not be
required to make any Servicing Advance in respect of a Mortgage
Loan or REO Property that, in the good faith business judgment of
the Master Servicer, would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage
Loan or REO Property as provided herein.
“Servicing Fee”: With
respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made
by the Mortgagor during such calendar month, interest for the
number of days covered by such payment of interest) at the
applicable Servicing Fee Rate on the same principal amount on which
interest on such Mortgage Loan accrues for such calendar month. A
portion of such Servicing Fee may be retained by any Sub-Servicer
as its servicing compensation.
“Servicing Fee Rate”:
With respect to each Group 1 Mortgage Loan, the Servicing Fee Rate
not less than 0.250% per annum and not greater than 0.375% per
annum set forth on the Mortgage Loan Schedule as the Servicing Fee
Rate for such Mortgage Loan and with respect to each Group 2
Mortgage Loan, the Servicing Fee Rate not less than 0.250% per
annum and not greater than 0.375% per annum set forth on the
Mortgage Loan Schedule as the Servicing Fee Rate for such Mortgage
Loan; provided however, that the Servicing Fee Rate with respect to
Mortgage Loans serviced by Countrywide Home Loans Servicing LP will
step up from 0.250% to 0.375% on the initial Adjustment Date
therefor.
“Servicing Officer”: Any
employee of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name
appear on a list of Servicing Officers furnished by the Master
Servicer to the Trustee, the Trust Administrator and the Depositor
on the Closing Date, as such list may from time to time be
amended.
“Single Certificate”:
With respect to any Class of Certificates (other than any Class of
Residual Certificates), a hypothetical Certificate of such Class
evidencing a Percentage Interest for such Class corresponding to an
initial Certificate Principal Balance or initial Notional Amount,
as applicable, of $1,000. With respect to the Residual
Certificates, a hypothetical Certificate of such Class evidencing a
20% Percentage Interest in such Class.
“Special Hazard Amount”:
For Collateral Pool 1, initially an amount equal to $3,833,596. For
Collateral Pool 2, initially an amou
