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 August 1, 2005
_________________________________________
Mortgage Pass-Through
Certificates
Series 2005-5
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 2.05
|
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.
|
|
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
|
Tax Reserve Account.
|
|
SECTION 3.27
|
PMI Policies; Claims Under the PMI
Policies.
|
|
SECTION 3.28
|
Administration of Buydown Funds.
|
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS
|
SECTION 4.01
|
Distribution
|
|
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.
|
ARTICLE VII DEFAULT
|
SECTION 7.01
|
Master Servicer Events of Default.
|
|
SECTION 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
SECTION 7.03
|
Notification to Certificateholders.
|
|
SECTION 7.04
|
Waiver of Master Servicer Events of
Default.
|
ARTICLE VIII CONCERNING THE TRUSTEE,
THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
|
SECTION 8.01
|
Duties of Trustee, Trust Administrator and
Others.
|
|
SECTION 8.02
|
Certain Matters Affecting the Trustee, the Trust
Administrator and Others.
|
|
SECTION 8.03
|
Trustee, Trust Administrator and Others not
Liable for Certificates or Mortgage Loans.
|
|
SECTION 8.04
|
Trustee, Trust Administrator and Others May Own
Certificates.
|
|
SECTION 8.05
|
Trustee’s, Trust Administrator’s,
Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and
Expenses.
|
|
SECTION 8.06
|
Eligibility Requirements for Trustee and Trust
Administrator.
|
|
SECTION 8.07
|
Resignation and Removal of the Trustee and the
Trust Administrator.
|
|
SECTION 8.08
|
Successor Trustee or Trust
Administrator.
|
|
SECTION 8.09
|
Merger or Consolidation of Trustee or Trust
Administrator.
|
|
SECTION 8.10
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
SECTION 8.11
|
[intentionally omitted]
|
|
SECTION 8.12
|
Appointment of Office or Agency.
|
|
SECTION 8.13
|
Representations and Warranties.
|
|
SECTION 8.14
|
Appointment and Removal of Paying Agent,
Authenticating Agent and Certificate Registrar.
|
|
SECTION 8.15
|
No Trustee Liability for Actions or Inactions of
Custodians.
|
ARTICLE IX TERMINATION
|
SECTION 9.01
|
Termination Upon Repurchase or Liquidation of
the Mortgage Loans.
|
|
SECTION 9.02
|
Additional Termination Requirements.
|
ARTICLE X REMIC
PROVISIONS
|
SECTION 10.01
|
REMIC Administration.
|
|
SECTION 10.02
|
Prohibited Transactions and
Activities.
|
|
SECTION 10.03
|
Master Servicer and Trust Administrator
Indemnification.
|
ARTICLE XI MISCELLANEOUS
PROVISIONS
|
SECTION 11.02
|
Recordation of Agreement;
Counterparts.
|
|
SECTION 11.03
|
Limitation on Rights of
Certificateholders.
|
|
SECTION 11.04
|
Governing Law.
|
|
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 I-A1
Certificate
|
|
Exhibit A-2
|
Form of Class I-A2
Certificate
|
|
Exhibit A-3
|
Form of Class I-A3
Certificate
|
|
Exhibit A-4
|
Form of Class I-A4
Certificate
|
|
Exhibit A-5
|
Form of Class I-A5
Certificate
|
|
Exhibit A-6
|
Form of Class I-P
Certificate
|
|
Exhibit A-7
|
Form of Class I-F
Certificate
|
|
Exhibit A-8
|
Form of Class I-B1
Certificate
|
|
Exhibit A-9
|
Form of Class I-B2
Certificate
|
|
Exhibit A-10
|
Form of Class I-B3
Certificate
|
|
Exhibit A-11
|
Form of Class I-B4
Certificate
|
|
Exhibit A-12
|
Form of Class I-B5
Certificate
|
|
Exhibit A-13
|
Form of Class I-B6
Certificate
|
|
Exhibit A-14
|
Form of Class I-R
Certificate
|
|
Exhibit A-15
|
Form of Class II-1-1A1
Certificate
|
|
Exhibit A-16
|
Form of Class II-1-1A2
Certificate
|
|
Exhibit A-17
|
Form of Class II-1-1A3
Certificate
|
|
Exhibit A-18
|
Form of Class II-1-1A4
Certificate
|
|
Exhibit A-19
|
Form of Class II-1-1A5
Certificate
|
|
Exhibit A-20
|
Form of Class II-1-1A6
Certificate
|
|
Exhibit A-21
|
Form of Class II-1-2A1
Certificate
|
|
Exhibit A-22
|
Form of Class II-1-2A2
Certificate
|
|
Exhibit A-23
|
Form of Class II-1-2A3
Certificate
|
|
Exhibit A-24
|
Form of Class II-1-2A4
Certificate
|
|
Exhibit A-25
|
Form of Class II-1-2A5
Certificate
|
|
Exhibit A-26
|
Form of Class II-1-2A6
Certificate
|
|
Exhibit A-27
|
Form of Class II-1-2A7
Certificate
|
|
Exhibit A-28
|
Form of Class II-A2
Certificate
|
|
Exhibit A-39
|
Form of Class II-A3
Certificate
|
|
Exhibit A-30
|
Form of Class II-P
Certificate
|
|
Exhibit A-31
|
Form of Class II-XS1
Certificate
|
|
Exhibit A-32
|
Form of Class II-XS2
Certificate
|
|
Exhibit A-33
|
Form of Class II-XS3
Certificate
|
|
Exhibit A-34
|
Form of Class II-PO1
Certificate
|
|
Exhibit A-35
|
Form of Class II-PO2
Certificate
|
|
Exhibit A-36
|
Form of Class II-PO3
Certificate
|
|
Exhibit A-37
|
Form of Class II-B1
Certificate
|
|
Exhibit A-38
|
Form of Class II-B2
Certificate
|
|
Exhibit A-39
|
Form of Class II-B3
Certificate
|
|
Exhibit A-40
|
Form of Class II-B4
Certificate
|
|
Exhibit A-41
|
Form of Class II-B5
Certificate
|
|
Exhibit A-42
|
Form of Class II-B6
Certificate
|
|
Exhibit A-43
|
Form of Class II-R
Certificate
|
|
Exhibit A-44
|
Form of Class III-A1A
Certificate
|
|
Exhibit A-45
|
Form of Class III-A1B
Certificate
|
|
Exhibit A-46
|
Form of Class III-A2A
Certificate
|
|
Exhibit A-47
|
Form of Class III-A2B
Certificate
|
|
Exhibit A-48
|
Form of Class III-A3A
Certificate
|
|
Exhibit A-49
|
Form of Class III-A3B
Certificate
|
|
Exhibit A-50
|
Form of Class III-A4A
Certificate
|
|
Exhibit A-51
|
Form of Class III-A4B
Certificate
|
|
Exhibit A-52
|
Form of Class III-A5
Certificate
|
|
Exhibit A-53
|
Form of Class III-P
Certificate
|
|
Exhibit A-54
|
Form of Class III-B1
Certificate
|
|
Exhibit A-55
|
Form of Class III-B2
Certificate
|
|
Exhibit A-56
|
Form of Class III-B3
Certificate
|
|
Exhibit A-57
|
Form of Class III-B4
Certificate
|
|
Exhibit A-58
|
Form of Class III-B5
Certificate
|
|
Exhibit A-59
|
Form of Class III-B6
Certificate
|
|
Exhibit A-60
|
Form of Class III-R
Certificate
|
|
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
|
|
Schedule 2
|
PMI Mortgage Loans
|
This Pooling and Servicing
Agreement, is dated and effective as of August 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 (other than the Tax Reserve Account) 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 REMIC I-A
Regular Interests will consist of two REMIC I-A Regular Interests
for each Group I Mortgage Loan, each with an Uncertificated
Principal Balance equal to 50.00% of the stated principal balance
of such Group I-A Mortgage Loan (one of which will be referred to
as a “REMIC I-A A Regular Interest” and one of which
will be referred to as a “REMIC I-A B Regular
Interest”), and an interest rate calculated in accordance
with the definition of “REMIC I-A Remittance Rate”
herein. 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.
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 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 or Uncertificated Notional Amount 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-A Regular Interests will be
certificated.
|
Designation
|
|
REMIC I-B Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1A
|
|
(2)
|
|
$
|
153,982.68
|
|
July 2035
|
|
LT-1B
|
|
(2)
|
|
$
|
2,298,002.68
|
|
July 2035
|
|
LT-2A
|
|
(2)
|
|
$
|
617,160.28
|
|
July 2035
|
|
LT-2B
|
|
(2)
|
|
$
|
9,212,060.28
|
|
July 2035
|
|
LT-3A
|
|
(2)
|
|
$
|
214,211.91
|
|
July 2035
|
|
LT-3B
|
|
(2)
|
|
$
|
3,196,911.91
|
|
July 2035
|
|
LT-4A
|
|
(2)
|
|
$
|
648,103.79
|
|
July 2035
|
|
LT-4B
|
|
(2)
|
|
$
|
9,673,103.79
|
|
July 2035
|
|
LT-5A
|
|
(2)
|
|
$
|
128,286.94
|
|
July 2035
|
|
LT-5B
|
|
(2)
|
|
$
|
1,914,186.94
|
|
July 2035
|
|
LT-ZZZ
|
|
(2)
|
|
$
|
234,886,443.83
|
|
July 2035
|
|
LT-1F
|
|
(2)
|
|
$
|
(3)
|
|
July 2035
|
|
LT-P
|
|
0.00%
|
|
$
|
100.00
|
|
July 2035
|
|
LT-R
|
|
(2)
|
|
$
|
100.83
|
|
July 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.
|
|
|
(3)
|
Calculated in accordance with the
definition of “Uncertificated Notional Amount”
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 I-A1
|
|
Variable
|
$
|
21,440,000
|
|
|
July 2035
|
|
Class I-A2
|
|
Variable
|
$
|
85,949,000
|
|
|
July 2035
|
|
Class I-A3
|
|
Variable
|
$
|
29,827,000
|
|
|
July 2035
|
|
Class I-A4
|
|
Variable
|
$
|
90,250,000
|
|
|
July 2035
|
|
Class I-A5
|
|
Variable
|
$
|
17,859,000
|
|
|
July 2035
|
|
Class I-F
|
|
Variable
|
|
(3)
|
|
|
July 2035
|
|
Class I-B1
|
|
Variable
|
$
|
9,729,000
|
|
|
July 2035
|
|
Class I-B2
|
|
Variable
|
$
|
3,418,000
|
|
|
July 2035
|
|
Class I-B3
|
|
Variable
|
$
|
1,841,000
|
|
|
July 2035
|
|
Class I-B4
|
|
Variable
|
$
|
1,052,000
|
|
|
July 2035
|
|
Class I-B5
|
|
Variable
|
$
|
920,000
|
|
|
July 2035
|
|
Class I-B6
|
|
Variable
|
$
|
657,455.00
|
|
|
July 2035
|
|
Class I-R
|
|
Variable
|
$
|
100.83
|
|
|
July 2035
|
|
Class I-P
|
|
0.00%
|
$
|
100.00
|
|
|
July 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 I-F Certificates are interest only certificates and will not
have certificate principal balances. These certificates accrue
interest on the notional amount thereof. For federal income tax
purposes, the Class 1-F Certificates will not have a notional
amount, but will be entitled to 100% of amounts distributed on
REMIC I-B Regular Interest LT-1F.
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 (other than the Tax Reserve Account) 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-1-1
|
|
5.50
|
%
|
$
|
133,845,510.07
|
|
July 2035
|
|
LT-1-2
|
|
6.00
|
%
|
$
|
124,119,464.12
|
|
July 2035
|
|
LT-2
|
|
5.70
|
%
|
$
|
30,000,116.79
|
|
July 2035
|
|
LT-3
|
|
5.00
|
%
|
$
|
65,208,729.02
|
|
July 2035
|
|
LT-IO1
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO2
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO3
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-PO1
|
|
0.00
|
%
|
$
|
1,960,841.00
|
|
July 2035
|
|
LT-PO2
|
|
0.00
|
%
|
$
|
753,637.00
|
|
July 2035
|
|
LT-PO3
|
|
0.00
|
%
|
$
|
162,496.00
|
|
July 2035
|
|
LT-R
|
|
5.00
|
%
|
$
|
101.87
|
|
July 2035
|
|
LT-P
|
|
0.00
|
%
|
$
|
100.00
|
|
July 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.
|
(3) REMIC
II-A Regular Interest LT-IO1, REMIC II-A Regular Interest LT-IO2
and REMIC II-A Regular Interest LT-IO3 will not have uncertificated
balances, but will be entitled to distributions of interest on
their respective Uncertificated Notional Amounts, as defined
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 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 REMIC II-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 II-B Regular Interests (as
defined herein). None of the REMIC II-B Regular Interests will be
certificated.
|
Designation
|
|
REMIC II-B
Remittance Rate
|
Initial
Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1-1A
|
|
5.50
|
%
|
$
|
6,111.51
|
|
July 2035
|
|
LT-1-1B
|
|
5.50
|
%
|
$
|
133,839,398.56
|
|
July 2035
|
|
LT-1-2A
|
|
6.00
|
%
|
$
|
5,585.46
|
|
July 2035
|
|
LT-1-2B
|
|
6.00
|
%
|
$
|
124,113,878.66
|
|
July 2035
|
|
LT-2A
|
|
5.75
|
%
|
$
|
1,384.12
|
|
July 2035
|
|
LT-2B
|
|
5.75
|
%
|
$
|
29,998,732.67
|
|
July 2035
|
|
LT-3A
|
|
5.00
|
%
|
$
|
2,941.73
|
|
July 2035
|
|
LT-3B
|
|
5.00
|
%
|
$
|
65,205,788.16
|
|
July 2035
|
|
LT-IO1
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO2
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO3
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-PO1
|
|
0.00
|
%
|
$
|
1,960,841.00
|
|
July 2035
|
|
LT-PO2
|
|
0.00
|
%
|
$
|
753,637.00
|
|
July 2035
|
|
LT-PO3
|
|
0.00
|
%
|
$
|
162,496.00
|
|
July 2035
|
|
LT-R
|
|
5.00
|
%
|
$
|
101.87
|
|
July 2035
|
|
LT-P
|
|
0.00
|
%
|
$
|
100.00
|
|
July 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-B Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC II-B Remittance Rate”
herein.
|
(3) REMIC
II-B Regular Interest LT-IO1, REMIC II-B Regular Interest LT-IO2
and REMIC II-B Regular Interest LT-IO3 will not have uncertificated
balances, but will be entitled to 100% of amounts distributed on
REMIC II-A Regular Interest LT-IO1, REMIC II-A Regular Interest
LT-IO2 and REMIC II-A Regular Interest LT-IO3,
respectively.
REMIC II-C
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC II-B Regular Interests as a REMIC (as
defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
II-C”. The Class R-IIB Residual Interest will be the sole
class of “residual interests” in REMIC II-C for
purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the REMIC II-C
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-C Regular Interests (as
defined herein). None of the REMIC II-C Regular Interests will be
certificated.
|
Designation
|
|
REMIC II-C
Remittance Rate
|
Initial
Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1-1A1
|
|
5.50
|
%
|
$
|
70,233,000.00
|
|
July 2035
|
|
LT-1-1A2
|
|
5.50
|
%
|
$
|
6,384,818.00
|
|
July 2035
|
|
LT-1-1A3
|
|
5.50
|
%
|
$
|
34,342,000.00
|
|
July 2035
|
|
LT-1-1A4
|
|
5.50
|
%
|
$
|
10,927,000.00
|
|
July 2035
|
|
LT-1-1A5
|
|
5.50
|
%
|
$
|
11,528,000.00
|
|
July 2035
|
|
LT-1-1A6
|
|
5.50
|
%
|
$
|
704,000.00
|
|
July 2035
|
|
LT-1-2A1
|
|
6.00
|
%
|
$
|
62,159,000.00
|
|
July 2035
|
|
LT-1-2A2
|
|
6.00
|
%
|
$
|
5,179,916.00
|
|
July 2035
|
|
LT-1-2A3
|
|
6.00
|
%
|
$
|
36,864,000.00
|
|
July 2035
|
|
LT-1-2A4
|
|
6.00
|
%
|
$
|
7,680,000.00
|
|
July 2035
|
|
LT-1-2A5
|
|
6.00
|
%
|
$
|
7,680,000.00
|
|
July 2035
|
|
LT-1-2A6
|
|
6.00
|
%
|
$
|
11,150,000.00
|
|
July 2035
|
|
LT-1-2A7
|
|
6.00
|
%
|
$
|
681,000.00
|
|
July 2035
|
|
LT-A2
|
|
5.75
|
%
|
$
|
28,616,000.00
|
|
July 2035
|
|
LT-A3
|
|
5.00
|
%
|
$
|
62,267,000.00
|
|
July 2035
|
|
LT-IO1
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO2
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-IO3
|
|
(2
|
)
|
|
(3)
|
|
July 2035
|
|
LT-PO1
|
|
0.00
|
%
|
$
|
1,960,841.00
|
|
July 2035
|
|
LT-PO2
|
|
0.00
|
%
|
$
|
753,637.00
|
|
July 2035
|
|
LT-PO3
|
|
0.00
|
%
|
$
|
162,496.00
|
|
July 2035
|
|
LT-B1
|
|
(2
|
)
|
$
|
8,901,000.00
|
|
July 2035
|
|
LT-B2
|
|
(2
|
)
|
$
|
3,204,000.00
|
|
July 2035
|
|
LT-B3
|
|
(2
|
)
|
$
|
1,424,000.00
|
|
July 2035
|
|
LT-B4
|
|
(2
|
)
|
$
|
1,068,000.00
|
|
July 2035
|
|
LT-B5
|
|
(2
|
)
|
$
|
890,000.00
|
|
July 2035
|
|
LT-B6
|
|
(2
|
)
|
$
|
535,819.00
|
|
July 2035
|
|
LT-R
|
|
5.00
|
%
|
$
|
101.87
|
|
July 2035
|
|
LT-P
|
|
0.00
|
%
|
$
|
100.00
|
|
July 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-C Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC II-C Remittance Rate”
herein.
|
(3) REMIC
II-C Regular Interest LT-IO1, REMIC II-C Regular Interest LT-IO2
and REMIC II-C Regular Interest LT-IO3 will not have uncertificated
balances, but will be entitled to 100% of amounts distributed on
REMIC II-B Regular Interest LT-IO1, REMIC II-B Regular Interest
LT-IO2 and REMIC II-B Regular Interest LT-IO3,
respectively.
REMIC II-D
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC II-C 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-D”. The Class R-IID Residual Interest will be
the sole class of “residual interests” in REMIC II-D
for purposes of the REMIC Provisions (as defined herein). The
following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate Balance and, for
purposes of satisfying Treasury regulation Section
1.860G-
1(a)(4)(iii), the “latest
possible maturity date” for each of the Classes of
Certificates that evidence “regular interests” or
“residual interests” in REMIC II-D.
|
Designation
|
|
Pass-Through
Rate
|
|
Initial Aggregate
Certificate Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
Class II-1-1A1
|
|
5.00
|
%
|
$
|
70,233,000
|
|
|
July 2035
|
|
Class II-1-1A2
|
|
5.50
|
%
|
|
(4)
|
|
|
July 2035
|
|
Class II-1-1A3
|
|
Variable (2)
|
|
$
|
34,342,000
|
|
|
July 2035
|
|
Class II-1-1A4
|
|
Variable (2)
|
|
$
|
10,927,000
|
|
|
July 2035
|
|
Class II-1-1A5
|
|
5.50
|
%
|
$
|
11,528,000
|
|
|
July 2035
|
|
Class II-1-1A6
|
|
5.50
|
%
|
$
|
704,000
|
|
|
July 2035
|
|
Class II-1-2A1
|
|
5.50
|
%
|
$
|
62,159,000
|
|
|
July 2035
|
|
Class II-1-2A2
|
|
6.00
|
%
|
|
(4)
|
|
|
July 2035
|
|
Class II-1-2A3
|
|
Variable (2)
|
|
$
|
36,864,000
|
|
|
July 2035
|
|
Class II-1-2A4
|
|
Variable (2)
|
|
$
|
7,680,000
|
|
|
July 2035
|
|
Class II-1-2A5
|
|
Variable (2)
|
|
|
(4)
|
|
|
July 2035
|
|
Class II-1-2A6
|
|
6.00
|
%
|
$
|
11,150,000
|
|
|
July 2035
|
|
Class II-1-2A7
|
|
6.00
|
%
|
$
|
681,000
|
|
|
July 2035
|
|
Class II-A2
|
|
5.75
|
%
|
$
|
28,616,000
|
|
|
July 2035
|
|
Class II-A3
|
|
5.00
|
%
|
$
|
62,267,000
|
|
|
July 2035
|
|
Class II-PO1
|
|
(3
|
)
|
$
|
1,960,841
|
|
|
July 2035
|
|
Class II-PO2
|
|
(3
|
)
|
$
|
753,637
|
|
|
July 2035
|
|
Class II-PO3
|
|
(3
|
)
|
$
|
162,496
|
|
|
July 2035
|
|
Class II-XS1
|
|
6.00%
|
|
(4)
|
|
|
July 2035
|
|
Class II-XS2
|
|
5.75%
|
|
(4)
|
|
|
July 2035
|
|
Class II-XS3
|
|
5.00%
|
|
(4)
|
|
|
July 2035
|
|
Class II-B1
|
|
Variable (2)
|
$
|
8,901,000
|
|
|
July 2035
|
|
Class II-B2
|
|
Variable (2)
|
$
|
3,204,000
|
|
|
July 2035
|
|
Class II-B3
|
|
Variable (2)
|
$
|
1,424,000
|
|
|
July 2035
|
|
Class II-B4
|
|
Variable (2)
|
$
|
1,068,000
|
|
|
July 2035
|
|
Class II-B5
|
|
Variable (2)
|
$
|
890,000
|
|
|
July 2035
|
|
Class II-B6
|
|
Variable (2)
|
$
|
535,819
|
|
|
July 2035
|
|
Class II-R
|
|
5.00
|
%
|
$
|
101.87
|
|
July 2035
|
|
|
Class II-P
|
|
0.00
|
%
|
$
|
100
|
|
|
July 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.
|
(3) The
Class II-PO1 Certificates, Class II-PO2 Certificates and Class
II-PO3 Certificates are principal only certificates and will not
have a pass-through rate or accrue interest.
(4) The
Class II-1-1A2 Certificates, Class II-1-2A2 Certificates and Class
II-1-2A5 Certificates will not have certificate principal balances,
but will be entitled to distributions of interest on their
respective Notional Amounts, as defined herein. The Class II-XS1
Certificates, Class II-XS2 Certificates and Class II-XS3
Certificates will not have certificate principal balances, but will
be entitled to distributions of interest on their respective
Notional Amounts, as defined herein, which interest, for federal
income tax purposes, will consist of 100% of amounts distributed on
REMIC II-B Regular Interest LT-IO1, REMIC II-B Regular Interest
LT-IO2 and REMIC II-B Regular Interest LT-IO3,
respectively.
REMIC III-A
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the Group III Mortgage Loans and certain other
related assets (other than the Tax Reserve Account and the Buydown
Account) subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC III-A”. The Class R-IIIA
Residual Interest will be the sole class of “residual
interests” in REMIC III-A for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably
sets forth the designation, the REMIC III-A Remittance Rate, the
initial Uncertificated Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC III-A Regular
Interests (as defined herein). None of the REMIC III-A Regular
Interests will be certificated.
|
Designation
|
|
REMIC III-A Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
LT-1A
|
|
(2)
|
|
$
|
811,315.93
|
|
September 2035
|
|
LT-1B
|
|
(2)
|
|
$
|
14,751,735.93
|
|
September 2035
|
|
LT-2A
|
|
(2)
|
|
$
|
355,666.38
|
|
September 2035
|
|
LT-2B
|
|
(2)
|
|
$
|
6,466,966.38
|
|
September 2035
|
|
LT-3A
|
|
(2)
|
|
$
|
898,241.26
|
|
September 2035
|
|
LT-3B
|
|
(2)
|
|
$
|
16,331,441.26
|
|
September 2035
|
|
LT-4A
|
|
(2)
|
|
$
|
487,261.13
|
|
September 2035
|
|
LT-4B
|
|
(2)
|
|
$
|
8,859,461.13
|
|
September 2035
|
|
LT-5A
|
|
(2)
|
|
$
|
465,120.02
|
|
September 2035
|
|
LT-5B
|
|
(2)
|
|
$
|
8,456,020.02
|
|
September 2035
|
|
LT-ZZZ
|
|
(2)
|
|
$
|
490,772,817.76
|
|
September 2035
|
|
LT-R
|
|
(2)
|
|
$
|
100.20
|
|
September 2035
|
|
LT-P
|
|
0.00%
|
|
$
|
100.00
|
|
September 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 III Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC III-A Regular
Interest.
|
(2)
|
Calculated in accordance with the
definition of “REMIC III-A Remittance Rate”
herein.
|
REMIC III-B
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC III-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III-B”. The Class R-IIIB Residual Interest will
be the sole class of “residual interests” in REMIC
III-B for purposes of the REMIC Provisions (as defined herein). The
following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate 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 III-B.
|
Designation
|
|
Pass-Through Rate
(2)
|
|
Initial Aggregate Certificate
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
Class III-A1A
|
|
Variable
|
$
|
130,818,000
|
|
|
September 2035
|
|
Class III-A1B
|
|
Variable
|
$
|
8,586,000
|
|
|
September 2035
|
|
Class III-A2A
|
|
Variable
|
$
|
57,349,000
|
|
|
September 2035
|
|
Class III-A2B
|
|
Variable
|
$
|
3,764,000
|
|
|
September 2035
|
|
Class III-A3A
|
|
Variable
|
$
|
144,827,000
|
|
|
September 2035
|
|
Class III-A3B
|
|
Variable
|
$
|
9,505,000
|
|
|
September 2035
|
|
Class III-A4A
|
|
Variable
|
$
|
78,566,000
|
|
|
September 2035
|
|
Class III-A4B
|
|
Variable
|
$
|
5,156,000
|
|
|
September 2035
|
|
Class III-A5
|
|
Variable
|
$
|
79,909,000
|
|
|
September 2035
|
|
Class III-B1
|
|
Variable
|
$
|
14,265,000
|
|
|
September 2035
|
|
Class III-B2
|
|
Variable
|
$
|
5,212,000
|
|
|
September 2035
|
|
Class III-B3
|
|
Variable
|
$
|
4,115,000
|
|
|
September 2035
|
|
Class III-B4
|
|
Variable
|
$
|
2,469,000
|
|
|
September 2035
|
|
Class III-B5
|
|
Variable
|
$
|
2,195,000
|
|
|
September 2035
|
|
Class III-B6
|
|
Variable
|
$
|
1,920,047
|
|
|
September 2035
|
|
Class III-R
|
|
Variable
|
$
|
100.20
|
|
|
September 2035
|
|
Class III-P
|
|
0.00%
|
$
|
100
|
|
|
September 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.
|
As of the Cut-off Date, the Group I
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $262,942,656.83. As of the Cut-off Date, the Group I-1 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$22,980,027.75. As of the Cut-off Date, the Group I-2 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$92,120,602.77. As of the Cut-off Date, the Group I-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$31,969,119.07. As of the Cut-off Date, the Group I-4 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$96,731,037.88. As of the Cut-off Date, the Group I-5 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$19,141,869.36. As of the Cut-off Date, the Group II Mortgage Loans
had an aggregate Scheduled Principal Balance equal to
$356,050,994.87. As of the Cut-off Date, the Group II-1 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$259,925,815.19. As of the Cut-off Date, the Subgroup II-1-1
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $135,806,351.07. As of the Cut-off Date, the Subgroup II-1-2
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $124,119,464.12. As of the Cut-off Date, the Group II-2 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$30,753,753.79. As of the Cut-off Date, the Group II-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$65,371,425.89. As of the Cut-off Date, the Group III Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$548,656,247.20. As of the Cut-off Date, the Group III-1 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$147,517,359.26. As of the Cut-off Date, the Group III-2 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$64,669,663.38. As of the Cut-off Date, the Group III-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$163,314,412.593. As of the Cut-off Date, the Group III-4 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$88,594,611.32. As of the Cut-off Date, the Group III-5 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$84,560,200.20.
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 I Mortgage Loan and Group III 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 I Mortgage Loans, 0.0050%
per annum. With respect to the Group II Mortgage Loans, 0.0050% per
annum. With respect to the Group III Mortgage Loans, 0.0025% per
annum.
“Affiliate”: With
respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.
For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Aggregate Senior
Percentage”: With respect to any Distribution Date and the
Group I Senior Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group I Senior
Certificates for such Distribution Date and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool I, in
each case before reduction for any Realized Losses on such
Distribution Date. With respect to any Distribution Date and the
Group II Senior Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group II Senior
Certificates for such Distribution Date and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group II Mortgage Loans, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool II, in
each case before reduction for any Realized Losses on such
Distribution Date. With respect to any Distribution Date and the
Group III Senior Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group III Senior
Certificates for such Distribution Date and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group III Mortgage Loans, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool III, 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.
“Ameriquest”: Ameriquest
Mortgage Company or its affiliate Town & Country Credit
Corporation.
“Ameriquest Mortgage
Loans”: The Mortgage Loans originated by
Ameriquest.
“Applicable Fraction”:
For each Group II-1 Mortgage Loan that does not have Mortgage Loan
Components, 100%. For each Group II-1 Mortgage Loan that has
Mortgage Loan Components is as follows: (i) for each Group II-1
Mortgage Loan with an Expense Adjusted Mortgage Rate greater than
5.500% per annum and less than 6.000% per annum and Subgroup
II-1-1, a fraction the numerator of which is (x) 6.000% less the
applicable Expense Adjusted Mortgage Rate on such Mortgage Loan and
the denominator of which is (y) 0.500%; and (ii) for each Group
II-1 Mortgage Loan with an Expense Adjusted Mortgage Rate greater
than 5.500% per annum and less than 6.000% per annum and Subgroup
II-1-2, 100.00% less a fraction the numerator of which is (x)
6.000% less the applicable Expense Adjusted Mortgage Rate on such
Mortgage Loan and the denominator of which is (y)
0.500%.
“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 I, the related Group I Available Distribution Amount. With
respect to any loan group within Collateral Pool II, the related
Group II Available Distribution Amount. With respect to any loan
group within Collateral Pool III, the related Group III 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 I, an
amount equal to the excess, if any, of (A) $118,051 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
II, an amount equal to the excess, if any, of (A) $124,762 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
III, an amount equal to the excess, if any, of (A) $211,886 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 I-P Certificates, the Clas II-P
Certificates and the Class III-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 Maryland, the State
of Mississippi, the State of Missouri, the Commonwealth of
Pennsylvania, the State of Texas or in the city in which the
Corporate Trust Office of the Trustee or the Corporate Trust Office
of the Paying Agent is located are authorized or obligated by law
or executive order to be closed.
“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 2005-5, issued under this
Agreement.
“Certificate Factor”:
With respect to any Class of Certificates (other than the Class
II-XS1 Certificates, the Class II-XS2 Certificates, the Class
II-XS3 Certificates, the Class II-1-1A2 Certificates and the Class
II-1-2A2 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. With respect to the
Class II-XS1 Certificates as of any Distribution Date, a fraction,
expressed as a decimal carried to six places, the numerator of
which is the aggregate Scheduled Principal Balance of the Group
II-1-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to
or in excess of 6.00% per annum, and the denominator of which is
the aggregate Scheduled Principal Balance of the Group II-1-2
Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in
excess of 6.00% per annum as of the Cut-off Date. With respect to
the Class II-XS2 Certificates as of any Distribution Date, a
fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Scheduled Principal Balance of
the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates
equal to or in excess of 5.75% per annum, and the denominator of
which is the aggregate Scheduled Principal Balance of the Group
II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to
or in excess of 5.75% per annum as of the Cut-off Date. With
respect to the Class II-XS3 Certificates as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Scheduled Principal Balance of
the Group II-3 Mortgage Loans with Expense Adjusted Mortgage Rates
equal to or in excess of 5.00% per annum, and the denominator of
which is the aggregate Scheduled Principal Balance of the Group
II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to
or in excess of 5.00% per annum as of the Cut-off Date. With
respect
to the Class II-1-1A2 Certificates
as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate
Certificate Principal Balance of the Class II-1-1A1 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 of the Class
II-1-1A1 Certificates as of the Closing Date. With respect to the
Class II-1-2A2 Certificates as of any Distribution Date, a
fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Certificate Principal Balance
of the Class II-1-2A1 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 of the Class II-1-2A1 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 II-XS1 Certificates, the Class II-XS2 Certificates, the Class
II-XS3 Certificates, the Class II-1-1A2 Certificates and the Class
II-1-2A2 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 I-A1
Certificate”: Any one of the Class I-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 I-A2
Certificate”: Any one of the Class I-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 I-A3
Certificate”: Any one of the Class I-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 I-A4
Certificate”: Any one of the Class I-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 I-A5
Certificate”: Any one of the Class I-A5 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 I-F Certificate”:
Any one of the Class I-F 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 I-P Certificate”: Any
one of the Class I-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-D for purposes of the
REMIC Provisions.
“Class I-B1
Certificate”: Any one of the Class I-B1 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-8 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B1 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B1
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B1
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-B2
Certificate”: Any one of the Class I-B2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-9 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B2 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B2
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B2
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-B3
Certificate”: Any one of the Class I-B3 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-10 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B3 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B3
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B3
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-B4
Certificate”: Any one of the Class I-B4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-11 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B4 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B4
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B4
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-B5
Certificate”: Any one of the Class I-B5 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-12 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B5 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B5
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B5
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-B6
Certificate”: Any one of the Class I-B6 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-13 and evidencing a Regular Interest in REMIC I-C for
purposes of the REMIC Provisions.
“Class I-B6 Percentage”:
With respect to any Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class I-B6
Certificates immediately prior to such date over the aggregate
amount, if any, payable to the Holders of the Class I-B6
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group I Subordinate Certificates
immediately prior to such date.
“Class I-R Certificate”:
Any one of the Class I-R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-14 and
evidencing ownership of the Class R-IA Residual Interest, Class
R-IB Residual Interest and Class R-IC Residual Interest.
“Class II-1-1A1
Certificate”: Any one of the Class II-1-1A1 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-D for
purposes of the REMIC Provisions.
“Class II-1-1A2
Certificate”: Any one of the Class II-1-1A2 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-D for
purposes of the REMIC Provisions.
“Class II-1-1A3
Certificate”: Any one of the Class II-1-1A3 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-D for
purposes of the REMIC Provisions.
“Class II-1-1A4
Certificate”: Any one of the Class II-1-1A4 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-D for
purposes of the REMIC Provisions.
“Class II-1-1A5
Certificate”: Any one of the Class II-1-1A5 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-D for
purposes of the REMIC Provisions.
“Class II-1-1A6
Certificate”: Any one of the Class II-1-1A6 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-D for
purposes of the REMIC Provisions.
“Class II-1-2A1
Certificate”: Any one of the Class II-1-2A1 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-D for
purposes of the REMIC Provisions.
“Class II-1-2A2
Certificate”: Any one of the Class II-1-2A2 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-D for
purposes of the REMIC Provisions.
“Class II-1-2A3
Certificate”: Any one of the Class II-1-2A3 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-D for
purposes of the REMIC Provisions.
“Class II-1-2A4
Certificate”: Any one of the Class II-1-2A4 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-24 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-1-2A5
Certificate”: Any one of the Class II-1-2A5 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-D for purposes of the REMIC Provisions.
“Class II-1-2A6
Certificate”: Any one of the Class II-1-2A6 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-D for
purposes of the REMIC Provisions.
“Class II-1-2A7
Certificate”: Any one of the Class II-1-2A7 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-D for
purposes of the REMIC Provisions.
“Class II-A2
Certificate”: Any one of the Class II-A2 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-D for
purposes of the REMIC Provisions.
“Class II-A3
Certificate”: Any one of the Class II-A3 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-D for
purposes of the REMIC Provisions.
“Class II-P
Certificate”: Any one of the Class II-P 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-D for
purposes of the REMIC Provisions.
“Class II-XS1
Certificate”: Any one of the Class II-XS1 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-31 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-XS2
Certificate”: Any one of the Class II-XS2 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-32 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-XS3
Certificate”: Any one of the Class II-XS3 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-33 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-PO1
Certificate”: Any one of the Class II-PO1 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-34 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-PO2
Certificate”: Any one of the Class II-PO2 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-35 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-PO3
Certificate”: Any one of the Class II-PO3 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-36 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B1
Certificate”: Any one of the Class II-B1 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-37 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B1
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B1 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-B2
Certificate”: Any one of the Class II-B2 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-38 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B2
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B2 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-B3
Certificate”: Any one of the Class II-B3 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-39 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B3
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B3 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-B4
Certificate”: Any one of the Class II-B4 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-40 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B4
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B4 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-B5
Certificate”: Any one of the Class II-B5 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-41 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B5
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B5 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-B6
Certificate”: Any one of the Class II-B6 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-42 and evidencing a Regular Interest in REMIC II-D for
purposes of the REMIC Provisions.
“Class II-B6
Percentage”: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of
the Class II-B6 Certificates immediately prior to such date over
the aggregate amount, if any, payable to the Holders of the Class
II-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z),
and the denominator of which is the aggregate of the Scheduled
Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
“Class II-R
Certificate”: Any one of the Class II-R Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-43 and evidencing ownership of the Class R-IIA Residual
Interest, Class R-IIB Residual Interest, the Class R-IIC Residual
Int
