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
_________________________________________
Asset-Backed Pass-Through
Certificates
Series 2005-WF2
TABLE OF
CONTENTS
Section
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms.
|
|
SECTION 1.02
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION 2.01
|
Conveyance of Mortgage Loans.
|
|
SECTION 2.02
|
Acceptance of the Trust Fund by the
Trustee.
|
|
SECTION 2.03
|
Repurchase or Substitution of Mortgage Loans by
the Seller or the Depositor.
|
|
SECTION 2.04
|
Reserved.
|
|
SECTION 2.05
|
Representations, Warranties and Covenants of the
Master Servicer.
|
|
SECTION 2.06
|
Issuance of the Certificates.
|
|
SECTION 2.07
|
Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
|
SECTION 3.01
|
Master Servicer to Act as Master
Servicer.
|
|
SECTION 3.02
|
Sub-Servicing Agreements Between the Master
Servicer and Sub-Servicers.
|
|
SECTION 3.03
|
Successor Sub-Servicers.
|
|
SECTION 3.04
|
Liability of the Master Servicer.
|
|
SECTION 3.05
|
No Contractual Relationship Between
Sub-Servicers and Trustee, Trust Administrator or
Certificateholders.
|
|
SECTION 3.06
|
Assumption or Termination of Sub-Servicing
Agreements by Trustee.
|
|
SECTION 3.07
|
Collection of Certain Mortgage Loan
Payments.
|
|
SECTION 3.08
|
Sub-Servicing Accounts.
|
|
SECTION 3.09
|
Collection of Taxes, Assessments and Similar
Items; Servicing Accounts.
|
|
SECTION 3.10
|
Collection Account and Distribution
Account.
|
|
SECTION 3.11
|
Withdrawals from the Collection Account and
Distribution Account.
|
|
SECTION 3.12
|
Investment of Funds in the Collection Account
and the Distribution Account.
|
|
SECTION 3.13
|
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.
|
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
|
SECTION 4.01
|
Distributions
|
|
SECTION 4.02
|
Statements to Certificateholders.
|
|
SECTION 4.03
|
Remittance Reports; P&I Advances.
|
|
SECTION 4.04
|
Allocation of Extraordinary Trust Fund Expenses
and Realized Losses.
|
|
SECTION 4.05
|
Compliance with Withholding
Requirements.
|
|
SECTION 4.06
|
Net WAC Rate Carryover Reserve
Account.
|
|
SECTION 4.07
|
Commission Reporting.
|
|
SECTION 4.08
|
The Policy
|
.
ARTICLE V
THE CERTIFICATES
|
SECTION 5.01
|
The Certificates.
|
|
SECTION 5.02
|
Registration of Transfer and Exchange of
Certificates.
|
|
SECTION 5.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
SECTION 5.04
|
Persons Deemed Owners.
|
|
SECTION 5.05
|
Certain Available Information.
|
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
|
SECTION 6.01
|
Liability of the Depositor and the Master
Servicer.
|
|
SECTION 6.02
|
Merger or Consolidation of the Depositor or the
Master Servicer.
|
|
SECTION 6.03
|
Limitation on Liability of the Depositor, the
Master Servicer and Others.
|
|
SECTION 6.04
|
Limitation on Resignation of the Master
Servicer.
|
|
SECTION 6.05
|
Rights of the Depositor in Respect of the Master
Servicer.
|
|
SECTION 6.06
|
Duties of the Credit Risk Manager.
|
|
SECTION 6.07
|
Limitation Upon Liability of the Credit Risk
Manager.
|
|
SECTION 6.08
|
Removal of the Credit Risk Manager.
|
ARTICLE VII
DEFAULT
|
SECTION 7.01
|
Master Servicer Events of Default.
|
|
SECTION 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
SECTION 7.03
|
Notification to Certificateholders.
|
|
SECTION 7.04
|
Waiver of Master Servicer Events of
Default.
|
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST
ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE
AUTHENTICATING AGENT
|
SECTION 8.01
|
Duties of Trustee, Trust Administrator and
Others.
|
|
SECTION 8.02
|
Certain Matters Affecting the Trustee, the Trust
Administrator and Others.
|
|
SECTION 8.03
|
Trustee, Trust Administrator and Others not
Liable for Certificates or Mortgage Loans.
|
|
SECTION 8.04
|
Trustee, Trust Administrator and Others May Own
Certificates.
|
|
SECTION 8.05
|
Trustee’s, Trust Administrator’s,
Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and
Expenses.
|
|
SECTION 8.06
|
Eligibility Requirements for Trustee and Trust
Administrator.
|
|
SECTION 8.07
|
Resignation and Removal of the Trustee and the
Trust Administrator.
|
|
SECTION 8.08
|
Successor Trustee or Trust
Administrator.
|
|
SECTION 8.09
|
Merger or Consolidation of Trustee or Trust
Administrator.
|
|
SECTION 8.10
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
SECTION 8.11
|
[intentionally omitted]
|
|
SECTION 8.12
|
Appointment of Office or Agency.
|
|
SECTION 8.13
|
Representations and Warranties.
|
|
SECTION 8.14
|
Appointment and Removal of Paying Agent,
Authenticating Agent and Certificate Registrar.
|
|
SECTION 8.15
|
No Trustee Liability for Actions or Inactions of
Custodians.
|
ARTICLE IX
TERMINATION
|
SECTION 9.01
|
Termination Upon Repurchase or Liquidation of
the Mortgage Loans.
|
|
SECTION 9.02
|
Additional Termination Requirements.
|
ARTICLE X
REMIC PROVISIONS
|
SECTION 10.01
|
REMIC Administration.
|
|
SECTION 10.02
|
Prohibited Transactions and
Activities.
|
|
SECTION 10.03
|
Master Servicer and Trust Administrator
Indemnification.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
SECTION 11.01
|
Amendment.
|
|
SECTION 11.02
|
Recordation of Agreement;
Counterparts.
|
|
SECTION 11.03
|
Limitation on Rights of
Certificateholders.
|
|
SECTION 11.04
|
Governing Law.
|
|
SECTION 11.05
|
Notices.
|
|
SECTION 11.06
|
Severability of Provisions.
|
|
SECTION 11.07
|
Notice to Rating Agencies.
|
|
SECTION 11.08
|
Article and Section References.
|
|
SECTION 11.09
|
Grant of Security Interest.
|
|
SECTION 11.10
|
Rights of the Certificate Insurer.
|
Exhibits
|
Exhibit A-1
|
Form of Class AF Certificate
|
|
Exhibit A-2
|
Form of Class AV Certificate
|
|
Exhibit A-3
|
Form of Group I Mezzanine Certificate
|
|
Exhibit A-4
|
Form of Group II Mezzanine
Certificate
|
|
Exhibit A-5
|
Form of Class CE Certificate
|
|
Exhibit A-6
|
Form of Class P Certificate
|
|
Exhibit A-7
|
Form of Class R Certificate
|
|
Exhibit A-8
|
Form of Class R-X Certificate
|
|
Exhibit B
|
Form of Policy
|
|
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
|
|
Exhibit I
|
Form of Cap Contract
|
|
|
|
|
Schedule 1
|
Mortgage Loan Schedule
|
|
Schedule 2
|
Prepayment Charge 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 (other than any related Servicer Prepayment Charge Payment
Amounts, the Group I Net WAC Rate Carryover Reserve Account and the
Class AF-1 Cap Contract) subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I-A.” The Class R-IA
Interest will be the sole class of “residual interests”
in REMIC IA 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)
|
|
|
I-LTAA
|
|
(2)
|
|
$
|
574,633,050.19
|
|
August 2035
|
|
|
I-LTAF1
|
|
(2)
|
|
$
|
1,043,980.00
|
|
August 2035
|
|
|
I-LTAF2
|
|
(2)
|
|
$
|
1,043,980.00
|
|
August 2035
|
|
|
I-LTAF3
|
|
(2)
|
|
$
|
257,040.00
|
|
August 2035
|
|
|
I-LTAF4
|
|
(2)
|
|
$
|
1,346,670.00
|
|
August 2035
|
|
|
I-LTAF5
|
|
(2)
|
|
$
|
531,950.00
|
|
August 2035
|
|
|
I-LTAF6A
|
|
(2)
|
|
$
|
152,940.00
|
|
August 2035
|
|
|
I-LTAF6B
|
|
(2)
|
|
$
|
525,990.00
|
|
August 2035
|
|
|
I-LTAF7
|
|
(2)
|
|
$
|
544,730.00
|
|
August 2035
|
|
|
I-LTM1
|
|
(2)
|
|
$
|
155,390.00
|
|
August 2035
|
|
|
I-LTM2
|
|
(2)
|
|
$
|
117,270.00
|
|
August 2035
|
|
|
I-LTM3
|
|
(2)
|
|
$
|
85,020.00
|
|
August 2035
|
|
|
I-LTM4
|
|
(2)
|
|
$
|
29,320.00
|
|
August 2035
|
|
|
I-LTM5
|
|
(2)
|
|
$
|
29,320.00
|
|
August 2035
|
|
|
I-LTZZ
|
|
(2)
|
|
$
|
5,863,605.11
|
|
August 2035
|
|
|
I-LTP
|
|
(2)
|
|
$
|
100.00
|
|
August 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 for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I-B.” The Class R-IB
Interest will evidence the sole class of “residual
interests” in REMIC I-B for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets
forth the designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for the indicated Classes of
Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class AF-1
|
|
Variable (2)
|
|
$
|
104,398,000.00
|
|
August 2035
|
|
|
Class AF-2
|
|
4.922% per annum
(3)
|
|
$
|
104,398,000.00
|
|
August 2035
|
|
|
Class AF-3
|
|
4.871% per annum
(3)
|
|
$
|
25,704,000.00
|
|
August 2035
|
|
|
Class AF-4
|
|
4.964% per annum
(3)
|
|
$
|
134,667,000.00
|
|
August 2035
|
|
|
Class AF-5
|
|
5.350% per annum
(3)
|
|
$
|
53,195,000.00
|
|
August 2035
|
|
|
Class AF-6A
|
|
5.629% per annum
(3)
|
|
$
|
15,294,000.00
|
|
August 2035
|
|
|
Class AF-6B
|
|
5.550% per annum
(3)
|
|
$
|
52,599,000.00
|
|
August 2035
|
|
|
Class AF-7
|
|
5.249% per annum
(3)
|
|
$
|
54,473,000.00
|
|
August 2035
|
|
|
Class MF-1
|
|
5.517% per annum
(3)
|
|
$
|
15,539,000.00
|
|
August 2035
|
|
|
Class MF-2
|
|
5.666% per annum
(3)
|
|
$
|
11,727,000.00
|
|
August 2035
|
|
|
Class MF-3
|
|
6.111% per annum
(3)
|
|
$
|
8,502,000.00
|
|
August 2035
|
|
|
Class MF-4
|
|
6.250% per annum
(3)
|
|
$
|
2,932,000.00
|
|
August 2035
|
|
|
Class MF-5
|
|
6.250% per annum
(3)
|
|
$
|
2,932,000.00
|
|
August 2035
|
|
|
Class CE-1 Interest
|
|
Variable (4)
|
|
$
|
255.30
|
|
August 2035
|
|
|
Class P-1 Interest
|
|
N/A (5)
|
|
$
|
100.00
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for each Class of
Certificates.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(3)
|
The pass-through rate on this Class
of Certificates is subject to rate cap in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(4)
|
The Class CE-1 Interest will accrue
interest at its variable Pass-Through Rate on the Notional Amount
of the Class CE-1 Interests outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC I-A
Regular Interests (other than REMIC I-A Regular Interest I-LTP).
The Class CE-1 Interest will not accrue interest on its Certificate
Principal Balance.
|
|
(5)
|
The Class P-1 Interest will not
accrue interest.
|
REMIC I-C
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Class CE-1 Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
I-C.” The Class R-IC Interest will evidence the sole class of
“residual interests” in REMIC I-C for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the
initial aggregate Certificate Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated
Classes of Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class CE-1 Certificates
|
|
Variable (2)
|
|
$
|
255.30
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for the Class CE-1
Certificates.
|
|
(2)
|
The Class CE-1 Certificates will
receive 100% of amounts received in respect of the Class CE-1
Interest.
|
REMIC I-D
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Class P-1 Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
I-D.” The Class R-ID Interest will evidence the sole class of
“residual interests” in REMIC I-D for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the
initial aggregate Certificate Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated
Classes of Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class P-1 Certificates
|
|
Variable (2)
|
|
$
|
100.00
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for the Class P-1
Certificates.
|
|
(2)
|
The Class P-1 Certificates will
receive 100% of amounts received in respect of the Class P-1
Interest.
|
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 any related Servicer Prepayment Charge Payment
Amounts, the Group II Net WAC Rate Carryover Reserve Account, the
Class AV Cap Contract and the Group II Mezzanine Cap Contract)
subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II-A.” The Class R-IIA Interest will be the sole
class of “residual interests” in REMIC IIA 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)
|
|
|
II-LTAA
|
|
(2)
|
|
$
|
248,371,070.06
|
|
August 2035
|
|
|
II-LTAV1
|
|
(2)
|
|
$
|
1,212,400.00
|
|
August 2035
|
|
|
II-LTAV2
|
|
(2)
|
|
$
|
910,900.00
|
|
August 2035
|
|
|
II-LTAV3
|
|
(2)
|
|
$
|
142,450.00
|
|
August 2035
|
|
|
II-LTMV1
|
|
(2)
|
|
$
|
76,030.00
|
|
August 2035
|
|
|
II-LTMV2
|
|
(2)
|
|
$
|
65,890.00
|
|
August 2035
|
|
|
II-LTMV3
|
|
(2)
|
|
$
|
38,020.00
|
|
August 2035
|
|
|
II-LTMV4
|
|
(2)
|
|
$
|
25,340.00
|
|
August 2035
|
|
|
II-LTMV5
|
|
(2)
|
|
$
|
25,350.00
|
|
August 2035
|
|
|
II-LTMV6
|
|
(2)
|
|
$
|
22,810.00
|
|
August 2035
|
|
|
II-LTMV7
|
|
(2)
|
|
$
|
15,200.00
|
|
August 2035
|
|
|
II-LTZZ
|
|
(2)
|
|
$
|
2,534,407.35
|
|
August 2035
|
|
|
II-LTP
|
|
(2)
|
|
$
|
100.00
|
|
August 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 as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC II-B.” The Class R-IIB
Interest will evidence the sole class of “residual
interests” in REMIC II-B for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets
forth the designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for the indicated Classes of
Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class AV-1
|
|
Variable (2)
|
|
$
|
121,240,000.00
|
|
August 2035
|
|
|
Class AV-2
|
|
Variable (2)
|
|
$
|
91,090,000.00
|
|
August 2035
|
|
|
Class AV-3
|
|
Variable (2)
|
|
$
|
14,245,000.00
|
|
August 2035
|
|
|
Class MV-1
|
|
Variable (2)
|
|
$
|
7,603,000.00
|
|
August 2035
|
|
|
Class MV-2
|
|
Variable (2)
|
|
$
|
6,589,000.00
|
|
August 2035
|
|
|
Class MV-3
|
|
Variable (2)
|
|
$
|
3,802,000.00
|
|
August 2035
|
|
|
Class MV-4
|
|
Variable (2)
|
|
$
|
2,534,000.00
|
|
August 2035
|
|
|
Class MV-5
|
|
Variable (2)
|
|
$
|
2,535,000.00
|
|
August 2035
|
|
|
Class MV-6
|
|
Variable (2)
|
|
$
|
2,281,000.00
|
|
August 2035
|
|
|
Class MV-7
|
|
Variable (2)
|
|
$
|
1,520,000.00
|
|
August 2035
|
|
|
Class CE-2
|
|
Variable (3)
|
|
$
|
867.41
|
|
August 2035
|
|
|
Class P-2
|
|
N/A (4)
|
|
$
|
100.00
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for each Class of
Certificates.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(3)
|
The Class CE-2 Interest will accrue
interest at its variable Pass-Through Rate on the Notional Amount
of the Class CE-2 Interest outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC II-A
Regular Interests (other than REMIC II-A Regular Interest I-LTP).
The Class CE-2 Interest will not accrue interest on its Certificate
Principal Balance.
|
|
(4)
|
The Class P-2 Interest will not
accrue interest.
|
REMIC II-C
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Class CE-2 Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
II-C.” The Class R-IIC Interest will evidence the sole class
of “residual interests” in REMIC I-C for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Classes of Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class CE-2 Certificates
|
|
Variable (2)
|
|
$
|
867.41
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for the Class CE-2
Certificates.
|
|
(2)
|
The Class CE-2 Certificates will
receive 100% of amounts received in respect of the Class CE-2
Interest.
|
REMIC II-D
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Class P-2 Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
II-D.” The Class R-IID Interest will evidence the sole class
of “residual interests” in REMIC II-D for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Classes of Certificates.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class P-2 Certificates
|
|
Variable (2)
|
|
$
|
100.00
|
|
August 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 Loans with the latest maturity date has been designated as
the “latest possible maturity date” for the Class P-2
Certificates.
|
|
(2)
|
The Class P-2 Certificates will
receive 100% of amounts received in respect of the Class P-2
Interest.
|
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
|
|
SECTION 1.01
|
Defined Terms.
|
Whenever used in this Agreement,
including, without limitation, in the Preliminary Statement hereto,
the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless
otherwise specified, all calculations described herein shall be
made on the basis of a 360-day year consisting of twelve 30-day
months.
“Administration Fee”:
With respect to each Mortgage Loan and for any calendar month, an
amount equal to one month’s interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in
full made by the Mortgagor during such calendar month, interest for
the number of days covered by such payment of interest) at the
applicable Administration Fee Rate on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar
month.
“Administration Fee
Rate”: 0.0025% per annum.
“Affiliate”: With
respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.
For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“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”: The Group I Available Distribution Amount and the
Group II Available Distribution Amount.
“Authenticating Agent”:
Citibank, or its successor in interest, or any successor
authenticating agent appointed as herein provided.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy Loss”: With
respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the
Depository or its nominee. Initially, the Book-Entry Certificates
will be the Class A Certificates and the Mezzanine
Certificates.
“Book-Entry Custodian”:
The custodian appointed pursuant to Section 5.01.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State
of Texas, the State of Missouri, the State of Iowa, the State of
Maryland, the State of California, or in the city in which the
Corporate Trust Office of the Trustee or the Corporate Trust Office
of the Paying Agent is located, are authorized or obligated by law
or executive order to be closed.
“Cap Amount”: The Cap
Amount for each Class of Group II Certificates is equal to (i) the
aggregate amount received by the Trust from the related Cap
Contract multiplied by (ii) a fraction equal to (a) the Certificate
Principal Balance of such Class immediately prior to the applicable
Distribution Date divided by (b) the aggregate Certificate
Principal Balance of the Certificates related to such Cap Contract,
immediately prior to the applicable Distribution Date.
“Cap Contract”:
Collectively, the Class AF-1 Cap Contract, the Class AV Cap
Contract and the Group II Mezzanine Cap Contract.
“Certificate Insurer”:
Financial Guaranty Insurance Company, a New York stock insurance
corporation, and any successors thereto.
“Certificate Insurer
Default”: The existence and continuance of any of the
following: (a) a failure by the Certificate Insurer to make a
payment required under the Policy in accordance with its terms; or
(b)(i) the Certificate Insurer (A) files any petition or commences
any case or proceeding under any provision or chapter of the
Bankruptcy Code or any other similar federal or state law relating
to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the benefit of
its creditors, or (C) has an order for relief entered against it
under the Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or (ii) a court of
competent jurisdiction, the New York insurance department or other
competent regulatory authority enters a final and nonappealable
order, judgment or decree (A) appointing a custodian, trustee,
agent or receiver for the Certificate Insurer or for all or any
material portion of its property or (B) authorizing the taking of
possession by a custodian, trustee, agent or receiver of the
Certificate Insurer (or the taking of possession of all or any
material portion of the property of the Certificate
Insurer).
“Certificate Insurer
Premium”: The Policy premium payable pursuant to Section
4.01(a) hereof for each Distribution Date in an amount equal to the
Certificate Insurer Premium Rate accrued for one month, on the
basis of a 360-day year consisting of twelve 30-day months, on the
Certificate Principal Balance of the Class AF-6B Certificates
immediately prior to such Distribution Date.
|
|
“Certificate Insurer Premium
Rate”: 0.0800% per annum.
|
“Cash-out Refinancing”:
A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related
Mortgaged Property and related closing costs, and were used to pay
any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.
“Certificate”: Any one
of the Citigroup Mortgage Loan Trust Inc., Asset-Backed
Pass-Through Certificates, Series 2005-WF2, issued under this
Agreement.
“Certificate Factor”:
With respect to any Class of Certificates as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the related Class CE
Certificates) of such Class of Certificates on such Distribution
Date (after giving effect to any distributions of principal and
allocations of Realized Losses and Extraordinary Trust Fund
Expenses in reduction of the Certificate Principal Balance (or the
Notional Amount, in the case of the related Class CE Certificates)
of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case
of the related Class CE Certificates) of such Class of Certificates
as of the Closing Date.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the
purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not
be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent
has been obtained, except as otherwise provided in Section 11.01.
The Trustee and the Trust Administrator may conclusively rely upon
a certificate of the Depositor or the Master Servicer in
determining whether a Certificate is held by an Affiliate thereof.
All references herein to “Holders” or
“Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee and
the Trust Administrator shall be required to recognize as a
“Holder” or “Certificateholder” only the
Person in whose name a Certificate is registered in the Certificate
Register.
“Certificate Margin”:
With respect to the Floating Rate Certificates and for purposes of
the Group I Marker Rate, Group II Marker Rate, the Group I Maximum
I-LTZZ Uncertificated Interest Deferral Amount and the Group II
Maximum I-LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC I-A Regular Interest or REMIC II-A Regular Interest
as follows:
|
|
REMIC I-A or REMIC II-A Regular
Interest
|
|
|
|
|
|
|
|
AF-1
|
I-LTAF1
|
0.140%
|
0.280%
|
|
AV-1
|
II-LTAV1
|
0.110%
|
0.220%
|
|
AV-2
|
II-LTAV2
|
0.240%
|
0.480%
|
|
AV-3
|
II-LTAV3
|
0.400%
|
0.800%
|
|
MV-1
|
II-LTMV1
|
0.430%
|
0.645%
|
|
MV-2
|
II-LTMV2
|
0.450%
|
0.675%
|
|
MV-3
|
II-LTMV3
|
0.630%
|
0.945%
|
|
MV-4
|
II-LTMV4
|
0.700%
|
1.050%
|
|
MV-5
|
II-LTMV5
|
1.120%
|
1.680%
|
|
MV-6
|
II-LTMV6
|
1.250%
|
1.875%
|
|
MV-7
|
II-LTMV7
|
2.000%
|
3.000%
|
__________
|
|
(1)
|
For each Interest Accrual Period for
each Distribution Date on or prior to the Optional Termination
Date.
|
|
|
(2)
|
For each other Interest Accrual
Period.
|
|
“Certificate Owner”:
With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on
the books of an indirect participating brokerage firm for which a
Depository Participant acts as agent.
“Certificate Principal
Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination,
the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination
plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.01, minus all
distributions allocable to principal made thereon (including, in
the case of the Class AF-6B Certificates, by any principal amounts
paid by the Certificate Insurer under the Policy in respect of
Deficiency Amounts as defined in clause (ii) or clause (iii) of the
definition thereof) and, in the case of the Mezzanine Certificates,
Realized Losses allocated thereto on such immediately prior
Distribution Date (or, in the case of any date of determination up
to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the
face thereof). With respect to the Class CE Certificates as of any
date of determination, an amount equal to the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A) the
then aggregate Uncertificated Balance of the REMIC I Regular
Interests over (B) the then aggregate Certificate Principal Balance
of the Class A Certificates, the Mezzanine Certificates and the
Class P Certificates then outstanding.
“Certificate Register”:
The register maintained pursuant to Section 5.02.
“Certificate Registrar”:
Citibank, or its successor in interest, or any successor
certificate registrar appointed as herein provided.
“Citibank”: Citibank,
N.A.
“Class”: Collectively,
all of the Certificates bearing the same class
designation.
“Class A Certificates”:
Any Class AF Certificates or Class AV Certificates.
“Class AF Certificates”:
Any Class AF-1 Certificates, Class AF-2 Certificates, Class AF-3
Certificates, Class AF-4 Certificates, Class AF-5 Certificates,
Class AF-6A Certificates, Class AF-6B Certificates or Class AF-7
Certificates.
“Class AF-1
Certificates”: Any one of the Class AF-1 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-B for
purposes of the REMIC Provisions.
“Class AF-2
Certificates”: Any one of the Class AF-2 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-B for
purposes of the REMIC Provisions.
“Class AF-3
Certificates”: Any one of the Class AF-3 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-B for
purposes of the REMIC Provisions.
“Class AF-4
Certificates”: Any one of the Class AF-4 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-B for
purposes of the REMIC Provisions.
“Class AF-5
Certificates”: Any one of the Class AF-5 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-B for
purposes of the REMIC Provisions.
“Class AF-6
Certificates”: Any Class AF-6A Certificates or Class AF-6B
Certificates.
“Class AF-6A
Certificates”: Any one of the Class AF-6A 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-B for
purposes of the REMIC Provisions.
“Class AF-6B
Certificates”: Any one of the Class AF-6B 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-B for
purposes of the REMIC Provisions.
“Class AF-7
Certificates”: Any one of the Class AF-7 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-B for
purposes of the REMIC Provisions.
“Class AF Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the aggregate Certificate Principal Balance of
the Class AF Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (1) approximately
85.00% and (2) the aggregate Stated Principal Balance of the Group
I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group
I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Group I Overcollateralization Floor
Amount.
“Class AV Cap Contract”:
The cap contract between the Trustee on behalf of the Trust and the
counterparty thereunder for the benefit of the Holders of the Class
AV Certificates in the form attached hereto as Exhibit
I.
“Class AV-1
Certificates”: Any one of the Class AV-1 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class AV-2
Certificates”: Any one of the Class AV-2 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class AV-3
Certificates”: Any one of the Class AV-3 Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class AV Certificates”:
Any Class AV-1 Certificates, Class AV-2 Certificates or Class AV-3
Certificates.
“Class AV Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Group II Stepdown Date and on which a Group II
Trigger Event is not in effect, the excess of (x) the aggregate
Certificate Principal Balance of the Class AV Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (1) approximately 78.10% and (2) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class CE Certificate”:
Any Class CE-1 Certificate or Class CE-2 Certificate.
“Class CE-1
Certificate”: Any one of the Class CE-1 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 CE-1 Interest”:
An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE-1 Certificates, evidencing a
Regular Interest in REMIC I-B for purposes of the REMIC
Provisions.
“Class CE-2
Certificate”: Any one of the Class CE-2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-5 and evidencing a Regular Interest in REMIC II-C for
purposes of the REMIC Provisions.
“Class CE-2 Interest”:
An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE-2 Certificates, evidencing a
Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
“Class MF-1
Certificate”: Any one of the Class MF-1 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-B for
purposes of the REMIC Provisions.
“Class MF-1 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AF Certificates (after taking into
account the distribution of the Class AF Principal Distribution
Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class MF-1 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 90.30% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group I Overcollateralization Floor Amount.
“Class MF-2
Certificate”: Any one of the Class MF-2 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-B for
purposes of the REMIC Provisions.
“Class MF-2 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AF Certificates (after taking into
account the distribution of the Class AF Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MF-1 Certificates (after taking into account
the distribution of the Class MF-1 Principal Distribution Amount on
such Distribution Date) and (iii) the Certificate Principal Balance
of the Class MF-2
Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 94.30% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group I Overcollateralization Floor Amount.
“Class MF-3
Certificate”: Any one of the Class MF-3 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-B for
purposes of the REMIC Provisions.
“Class MF-3 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AF Certificates (after taking into
account the distribution of the Class AF Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MF-1 Certificates (after taking into account
the distribution of the Class MF-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MF-2 Certificates (after taking into account the
distribution of the Class MF-2 Principal Distribution Amount on
such Distribution Date) and (iv) the Certificate Principal Balance
of the Class MF-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
approximately 97.20% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group I Overcollateralization Floor Amount.
“Class MF-4
Certificate”: Any one of the Class MF-4 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-B for
purposes of the REMIC Provisions.
“Class MF-4 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AF Certificates (after taking into
account the distribution of the Class AF Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MF-1 Certificates (after taking into account
the distribution of the Class MF-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MF-2 Certificates (after taking into account the
distribution of the Class MF-2 Principal Distribution
Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class MF-3
Certificates (after taking into account the distribution of the
Class MF-3 Principal Distribution Amount on such Distribution Date)
and (v) the Certificate Principal Balance of the Class MF-4
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) approximately 98.20% and (ii)
the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group
I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Group I Overcollateralization Floor
Amount.
“Class MF-5
Certificate”: Any one of the Class MF-5 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-B for
purposes of the REMIC Provisions.
“Class MF-5 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AF Certificates (after taking into
account the distribution of the Class AF Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MF-1 Certificates (after taking into account
the distribution of the Class MF-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MF-2 Certificates (after taking into account the
distribution of the Class MF-2 Principal Distribution Amount on
such Distribution Date), (iv) the Certificate Principal Balance of
the Class MF-3 Certificates (after taking into account the
distribution of the Class MF-3 Principal Distribution Amount on
such Distribution Date), (v) the Certificate Principal Balance of
the Class MF-4 Certificates (after taking into account the
distribution of the Class MF-4 Principal Distribution Amount on
such Distribution Date), and (vi) the Certificate Principal Balance
of the Class MF-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
approximately 99.20% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group I Overcollateralization Floor Amount.
“Class MF Principal
Distribution Amount”: The Class MF-1 Principal Distribution
Amount, the Class MF-2 Principal Distribution Amount, the Class
MF-3 Principal Distribution Amount, the Class MF-4 Principal
Distribution Amount and the Class MF-5 Principal Distribution
Amount, as the context requires.
“Class MV-1
Certificate”: Any one of the Class MV-1 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-1 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class MV-1 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 84.10% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV-2
Certificate”: Any one of the Class MV-2 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-2 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date) and (iii) the Certificate Principal Balance
of the Class MV-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
approximately 89.30% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV-3
Certificate”: Any one of the Class MV-3 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-3 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MV-2 Certificates (after taking into account the
distribution of the Class MV-2 Principal Distribution Amount on
such Distribution Date) and (iv) the Certificate Principal Balance
of the Class MV-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
approximately 92.30% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV-4
Certificate”: Any one of the Class MV-4 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-4 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MV-2 Certificates (after taking into account the
distribution of the Class MV-2 Principal Distribution Amount on
such Distribution Date), (iv) the Certificate Principal Balance of
the Class MV-3 Certificates (after taking into account the
distribution of the Class MV-3 Principal Distribution Amount on
such Distribution Date) and (v) the Certificate Principal Balance
of the Class MV-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
approximately 94.30% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV-5
Certificate”: Any one of the Class MV-5 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in
the form annexed hereto as Exhibit
A-4 and evidencing a Regular Interest in REMIC II-B for purposes of
the REMIC Provisions.
“Class MV-5 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MV-2 Certificates (after taking into account the
distribution of the Class MV-2 Principal Distribution Amount on
such Distribution Date), (iv) the Certificate Principal Balance of
the Class MV-3 Certificates (after taking into account the
distribution of the Class MV-3 Principal Distribution Amount on
such Distribution Date), (v) the Certificate Principal Balance of
the Class MV-4 Certificates (after taking into account the
distribution of the Class MV-4 Principal Distribution Amount on
such Distribution Date), and (vi) the Certificate Principal Balance
of the Class M
V-5 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 96.30% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV-6
Certificate”: Any one of the Class MV-6 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-6 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MV-2 Certificates (after taking into account the
distribution of the Class MV-2 Principal Distribution Amount on
such Distribution Date), (iv) the Certificate Principal Balance of
the Class MV-3 Certificates (after taking into account the
distribution of the Class MV-3 Principal Distribution Amount on
such Distribution Date), (v) the Certificate Principal Balance of
the Class MV-4 Certificates (after taking into account the
distribution of the Class MV-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of
the Class MV-5 Certificates (after taking into account the
distribution of the Class MV-5 Principal Distribution Amount on
such Distribution Date), and (vii) the Certificate Principal
Balance of the Class M
V-6 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 98.10% and (ii) the aggregate Stated Principal
Balance of the Group
II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) minus the Group II Overcollateralization Floor
Amount.
“Class MV-7
Certificate”: Any one of the Class MV-7 Certificates executed
by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as
Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for
purposes of the REMIC Provisions.
“Class MV-7 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into
account the distribution of the Class AV Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class MV-1 Certificates (after taking into account
the distribution of the Class MV-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class MV-2 Certificates (after taking into account the
distribution of the Class MV-2 Principal Distribution Amount on
such Distribution Date), (iv) the Certificate Principal Balance of
the Class MV-3 Certificates (after taking into account the
distribution of the Class MV-3 Principal Distribution Amount on
such Distribution Date), (v) the Certificate Principal Balance of
the Class MV-4 Certificates (after taking into account the
distribution of the Class MV-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of
the Class MV-5 Certificates (after taking into account the
distribution of the Class MV-5 Principal Distribution Amount on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class MV-6 Certificates (after taking into account the
distribution of the Class MV-6 Principal Distribution Amount on
such Distribution Date) and (viii) the Certificate Principal
Balance of the Class M
V-7 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) approximately 99.30% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group II Overcollateralization Floor Amount.
“Class MV Principal
Distribution Amount”: The Class MV-1 Principal Distribution
Amount, Class MV-2 Principal Distribution Amount, Class MV-3
Principal Distribution Amount, Class MV-4 Principal Distribution
Amount, Class MV-5 Principal Distribution Amount, Class MV-6
Principal Distribution Amount and Class MV-7 Principal Distribution
Amount, as the context requires.
“Class P Certificate”:
Any Class P-1 Certificate or Class P-2 Certificate.
“Class P-1 Certificate”:
Any one of the Class P-1 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-D for purposes of the
REMIC Provisions.
“Class P-1 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC I-B for purposes of the REMIC
Provisions.
“Class P-2 Certificate”:
Any one of the Class P-2 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-6 and
evidencing a Regular Interest in REMIC II-D for purposes of the
REMIC Provisions.
“Class P-2 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P-2 Certificates, evidencing a
Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
“Class R-1 Certificate”:
Any one of the Class R-1 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 the ownership of the Class R-IA Interest and the Class
R-IB Interest.
“Class R-2 Certificate”:
Any one of the Class R-2 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 the ownership of the Class R-IIA Interest and the Class
R-IIB Interest.
“Class R-X Certificate”:
Any one of the Class R-X 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 the ownership of the Class R-IC Interest, Class R-ID
Interest, Class R-IIC Interest and the Class R-IID
Interest.
“Class R-IA Interest”:
The uncertificated Residual Interest in REMIC I-A.
“Class R-IB Interest”:
The uncertificated Residual Interest in REMIC I-B.
“Class R-IC Interest”:
The uncertificated Residual Interest in REMIC I-C.
“Class R-ID Interest”:
The uncertificated Residual Interest in REMIC I-D.
“Class R-IIA Interest”:
The uncertificated Residual Interest in REMIC II-A.
“Class R-IIB Interest”:
The uncertificated Residual Interest in REMIC II-B.
“Class R-IIC Interest”:
The uncertificated Residual Interest in REMIC II-C.
“Class R-IID Interest”:
The uncertificated Residual Interest in REMIC II-D.
“Closing Date”:
September 8, 2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collection Account”:
The account or accounts created and maintained by the Master
Servicer pursuant to Section 3.10(a), which shall be entitled,
“CitiMortgage, Inc., as Master Servicer for CitiMortgage,
Inc., as Trust Administrator, in trust for the registered holders
of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2005-WF2.” The Collection Account must
be an Eligible Account.
“Commission”: The
Securities and Exchange Commission.
“Compensating Interest
Payment”: With respect to a Distribution Date, 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 Rate.
“Corresponding
Certificate”: With respect to each REMIC I-A Regular Interest
or REMIC II-A Regular Interest, the Class of Regular Certificates
listed below:
REMIC I-A or REMIC II-A Regular
Interest
|
|
|
I-LTAF1
|
Class AF-1
|
|
I-LTAF2
|
Class AF-2
|
|
I-LTAF3
|
Class AF-3
|
|
I-LTAF4
|
Class AF-4
|
|
I-LTAF5
|
Class AF-5
|
|
I-LTAF6A
|
Class AF-6A
|
|
I-LTAF6B
|
Class AF-6B
|
|
I-LTAF7
|
Class AF-7
|
|
I-LTMF1
|
Class MF-1
|
|
I-LTMF2
|
Class MF-2
|
|
I-LTMF3
|
Class MF-3
|
|
I-LTMF4
|
Class MF-4
|
|
I-LTMF5
|
Class MF-5
|
|
II-LTAV1
|
Class AV-1
|
|
II-LTAV2
|
Class AV-2
|
|
II-LTAV3
|
Class AV-3
|
|
II-LTMV1
|
Class MV-1
|
|
II-LTMV2
|
Class MV-2
|
|
II-LTMV3
|
Class MV-3
|
|
II-LTMV4
|
Class MV-4
|
|
II-LTMV5
|
Class MV-5
|
|
II-LTMV6
|
Class MV-6
|
|
II-LTMV7
|
Class MV-7
|
|
I-LTP
|
Class P-1
|
|
II-LTP
|
Class P-2
|
“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, the Certificate Insurer 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, the Certificate Insurer and the Trustee.
“Credit Risk Manager”:
The Murrayhill Company, a Colorado corporation, and its successors
and assigns.
“Credit Risk Management
Agreement”: The agreement, dated as of the Closing Date,
between the Credit Risk Manager and the Initial Sub-Servicer and/or
Master Servicer, regarding the loss mitigation and advisory
services to be provided by the Credit Risk Manager.
“Credit Risk Manager
Fee”: With respect to any Distribution Date, an amount equal
to the Credit Risk Manager Fee Rate accrued for one month on the
aggregate Stated Principal Balance of the Mortgage Loans as of the
first day of the related Due Period.
“Credit Risk Manager Fee
Rate”: 0.01125% per annum.
“Custodian”: A document
custodian appointed by the Trustee to perform (or in the case of
the initial Custodian otherwise engaged to perform) custodial
duties with respect to the Mortgage Files. The initial Custodian is
Citibank West, N.A. 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.
“DBRS”: Dominion Bond
Rating Service, Inc., or its successor in interest.
“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.
“Deficiency Amount”: (i)
with respect to any Distribution Date, the amount, if any, by which
the amount available to be paid as interest on the Class AF-6B
Certificates, pursuant to the priority of payment set forth in
Section 4.01(a)(1)(A), is less than the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for
the Class AF-6B Certificates for such Distribution Date and (ii) on
the Final Insured Distribution Date, the aggregate Certificate
Principal Balance of the Class AF-6B Certificates to the extent
unpaid on such date (following all distributions made on the Class
AF-6B Certificates other than distributions of any amounts paid
under the Policy).
“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 highest rating category by at least two of the
Rating Agencies (or a comparable rating if S&P, Moody’s
and DBRS 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.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
REMIC I, other than through an Independent Contractor; provided,
however, that the Trustee (or the Master Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or
makes decisions as to repairs or capital expenditures with respect
to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for 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., Asset-Backed Pass-
Through Certificates, Series 2005-WF2.” 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.
“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.
“Expense Adjusted Maximum
Mortgage Rate”: With respect to any Group II Mortgage Loan
(or the related REO Property) as of any date of determination, a
per annum rate of interest equal to the then applicable Maximum
Mortgage Rate for such Mortgage Loan minus the sum of the (i) the
Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the
Credit Risk Manager Fee Rate.
“Expense Adjusted Mortgage
Rate”: With respect to any Mortgage Loan (or the related REO
Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such
Mortgage Loan minus the sum of the (i) the Servicing Fee Rate, (ii)
the Administration Fee Rate and (iii) the Credit Risk Manager Fee
Rate.
“Extraordinary Trust Fund
Expenses”: Any amounts reimbursable to the Master Servicer or
the Depositor pursuant to Section 6.03, any amounts payable from
the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust
Administrator, Citibank or a Custodian from the Trust Fund pursuant
to Section 2.01, 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, Section 3.16(c) or
Section 9.01), a determination made by the Master Servicer that all
Liquidation Proceeds have been recovered. The Master Servicer shall
maintain records of each Final Recovery Determination made
thereby.
“Fixed Rate
Certificates”: Any of the Class AF Certificates (other than
the Class AF-1 Certificates) or a Group I Mezzanine
Certificate.
“Floating Rate
Certificates”: Any Group I Floating Rate Certificates or
Group II Floating Rate Certificates.
“Formula Rate”: With
respect to any Distribution Date and
(i) the
Group II Floating Rate Certificates, the lesser of (a) One-Month
LIBOR plus the applicable Certificate Margin and (b) the Maximum
Cap Rate.
(ii) the
Class AF-1 Certificates, One-Month LIBOR plus the applicable
Certificate Margin.
(iii) the
Fixed Rate Certificates, the fixed rate per annum set forth
below:
|
|
|
|
|
|
|
|
AF-2
|
4.922%
|
5.422%
|
|
AF-3
|
4.871%
|
5.371%
|
|
AF-4
|
4.964%
|
5.464%
|
|
AF-5
|
5.350%
|
5.850%
|
|
AF-6A
|
5.629%
|
6.129%
|
|
AF-6B
|
5.550%
|
6.050%
|
|
AF-7
|
5.249%
|
5.749%
|
|
MF-1
|
5.517%
|
6.017%
|
|
MF-2
|
5.666%
|
6.166%
|
|
MF-3
|
6.111%
|
6.611%
|
|
MF-4
|
6.250%
|
6.750%
|
__________
|
(1)
|
For the Interest Accrual Period for
each Distribution Date through and including the first Distribution
Date on which the aggregate Stated Principal Balance of the Group I
Mortgage Loans remaining in the Mortgage Pool is reduced to less
than 10% of the aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the Cut-off Date.
|
|
(2)
|
For each Interest Accrual Period
thereafter.
|
“Freddie Mac”: Freddie
Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Group I Allocated Realized
Loss Amount”: With respect to any Distribution Date and any
Class of Group I Mezzanine Certificates, (x) the sum of (i) any
Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) the amount of any Group I Allocated
Realized Loss Amount for such Class of Certificates remaining
unpaid from the previous Distribution Date minus (y) the amount of
the increase in the Certificate Principal Balance of such Class due
to the receipt of Subsequent Recoveries as provided in Section
4.01.
“Group I Available
Distribution Amount”: With respect to any Distribution Date
and the Group I Mortgage Loans, an amount equal to the excess of
(i) the sum of (a) the aggregate of the Monthly Payments on the
Group I Mortgage Loans due during the Due Period
relating to such Distribution Date
and received by the Master Servicer (or by a Sub-Servicer on its
behalf) on or prior to the related Determination Date, after
deduction of the Servicing Fee, the Administration Fee and the
Credit Risk Manager Fee for such Distribution Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for Group I Mortgage Loans,
Subsequent Recoveries and other unscheduled payments of principal
and interest in respect of the Group I Mortgage Loans or related
REO Properties received by the Master Servicer during the related
Prepayment Period (exclusive of any prepayment charges, penalties
or premiums), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payments
paid by the Master Servicer in respect of Prepayment Interest
Shortfalls relating to Principal Prepayments that occurred on the
Group I Mortgage Loans during the related Prepayment Period, (d)
the aggregate of any P&I Advances made by the Master Servicer
for the Group I Mortgage Loans for such Distribution Date and (e)
Prepayment Charges received and Servicer Prepayment Charge Payment
Amounts paid in respect of the Group I Mortgage Loans with respect
to which a Principal Prepayment occurred during the related
Prepayment Period and any amounts received from the Seller as
contemplated in Section 2.03(b) in respect of any Principal
Prepayment that occurred during or prior to the related Prepayment
Period over (ii) the sum of (a) amounts reimbursable to the Master
Servicer, the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar, the Authenticating Agent or a Custodian
pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in
respect of the items set forth in clauses (i)(a) through (i)(d)
above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in
respect of the items set forth in clauses (i)(a) and (i)(b)
permitted hereunder to be retained by the Master Servicer or to be
withdrawn by the Master Servicer from the Collection Account
pursuant to Section 3.18.
“Class AF-1 Cap
Contract”: The cap contract between the Trustee on behalf of
the Trust and the counterparty thereunder for the benefit of the
Holders of the Class AF-1 Certificates in the form attached hereto
as Exhibit I.
“Group I Certificates”:
Any Class AF Certificates or Group I Mezzanine
Certificates.
“Group I Delinquency
Percentage”: As of the last day of the related Due Period,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of the Group I Mortgage
Loans that, as of the last day of the previous calendar month, are
60 or more days delinquent, are in foreclosure, have been converted
to REO Properties or in bankruptcy (and delinquent 60 days or
more), and the denominator of which is the aggregate Stated
Principal Balance of the Group I Mortgage Loans and REO Properties
as of the last day of the previous calendar month.
“Group I Floating Rate
Certificates”: The Class AF-1 Certificates.
“Group I Interest Remittance
Amount”: For any Distribution Date, that portion of the Group
I Available Distribution Amount for the related Distribution Date
that represents (i) interest received or advanced on the Group I
Mortgage Loans (ii) amounts in respect of Prepayment Interest
Shortfalls paid by the Master Servicer or the Servicer on the Group
I
Mortgage Loans (in each case, to the
extent remaining after payment of an allocable portion of (A) the
Administration Fee, (B) the Servicing Fees and any unpaid Servicing
Fees in respect of prior periods collected by the Servicer, (C) the
Credit Risk Manager Fee and (D) the Certificate Insurer Premium for
such Distribution Date).
“Group I Marker Rate”:
With respect to the Class CE-1 Interest and any Distribution Date,
a per annum rate equal to two (2) times the weighted average of the
REMIC I-A Remittance Rate for REMIC I-A Regular Interest I-LTAF1,
REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest
I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular
Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A
Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7,
REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest
I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular
Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A
Regular Interest I-LTZZ, with the rate on each such REMIC I-A
Regular Interest (other than REMIC I-A Regular Interest I-LTZZ)
subject to a cap equal to the lesser of (i) the Formula Rate for
the related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the
purpose of this calculation for such Distribution Date and with the
rate on REMIC I-A Regular Interest I-LTZZ subject to a cap of zero
for the purpose of this calculation; provided, however, the cap on
REMIC Regular Interest I-LTAF1 shall be multiplied by a fraction,
the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is
30.
“Group I Maximum I-LTZZ
Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC
I-A Remittance Rate applicable to REMIC I-A Regular Interest I-LTZZ
for such Distribution Date on a balance equal to the Uncertificated
Balance of REMIC I-A Regular Interest I-LTZZ minus the REMIC I-A
Overcollateralized Amount, in each case for such Distribution Date,
over (ii) Uncertificated Interest on REMIC I-A Regular Interest
I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular
Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A
Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A,
REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest
I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular
Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A
Regular Interest I-LTMF4 and REMIC I-A Regular Interest I-LTMF5 for
such Distribution Date, with the rate on each such REMIC I-A
Regular Interest subject to a cap equal to the lesser of (i) the
Formula Rate for the related Corresponding Certificate and (ii) the
related Net WAC Pass-Through Rate for the related Corresponding
Certificate; provided, however, the cap on REMIC Regular Interest
I-LTAF1 shall be multiplied by a fraction, the numerator of which
is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.
“Group I Mezzanine
Certificates”: Any Class MF-1 Certificates, Class MF-2
Certificates, Class MF-3 Certificates, Class MF-4 Certificates or
Class MF-5 Certificates.
“Group I 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, the Mortgage Loans so held
being identified in the Mortgage Loan Schedule.
“Group I Net Monthly Excess
Cashflow”: With respect to any Distribution Date, the excess
of (x) the Group I Available Distribution Amount for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Group I Senior Interest Distribution Amount distributable
to the holders of the Class AF Certificates, (B) the Interest
Distribution Amount distributable to the holders of the Group I
Mezzanine Certificates, (C) the amount paid to the Certificate
Insurer in respect of reimbursements for claims under the Policy or
other amounts owing under the Insurance Agreement and (D) the Group
I Principal Remittance Amount.
“Group I Overcollateralization
Floor Amount”: The Group I Overcollateralization Floor Amount
will be an amount equal to 0.40% of the aggregate principal balance
of the Group I Mortgages as of the Cut-off Date. Notwithstanding
the foregoing, on and after any Distribution Date following the
reduction of the aggregate Certificate Principal Balance of the
Class AF Certificates and the Class MF Certificates to zero, the
Group I Overcollateralization Floor Amount shall be
zero.
“Group I Overcollateralization
Deficiency Amount”: With respect to any Distribution Date,
the excess, if any, of (a) the Group I Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Group I
Overcollateralized Amount applicable to such Distribution Date
(calculated for this purpose only after assuming that 100% of the
Group I Principal Remittance Amount on such Distribution Date has
been distributed).
“Group I Overcollateralization
Increase Amount”: With respect to any Distribution Date, the
lesser of (a) the Group I Net Monthly Excess Cashflow for such
Distribution Date and (b) the Group I Overcollateralization
Deficiency Amount for such Distribution Date.
“Group I Overcollateralization
Target Amount”: With respect to any Distribution Date an
amount equal to the Group I Overcollateralization Floor
Amount.
“Group I Overcollateralized
Amount”: With respect to any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balances of the Group
I Mortgage Loans and REO Properties as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of the Class AF
Certificates, the Group I Mezzanine Certificates and the Class P-1
Certificates after giving effect to distributions to be made on
such Distribution Date.
“Group I Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the principal portion of each Monthly Payment due on
the Group I Mortgage Loans during the related Due Period, whether
or not received on or prior to the related Determination Date; (ii)
the Stated Principal Balance of any Group I Mortgage Loan that was
purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and
the amount of any shortfall deposited in the Collection Account in
connection with the substitution of a Deleted Mortgage Loan
pursuant to Section 2.03 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance
Proceeds,
Liquidation Proceeds, Subsequent
Recoveries and REO Principal Amortization) received on the Group I
Mortgage Loans during the related Prepayment Period, net of any
portion thereof that represents a recovery of principal for which
an Advance was made by the Master Servicer pursuant to Section 4.03
in respect of a preceding Distribution Date and (iv) any Group I
Overcollateralization Increase Amount for such Distribution Date.
In no event will the Group I Principal Distribution Amount with
respect to any Distribution Date be (x) less than zero or (y)
greater than the then outstanding aggregate Certificate Principal
Balance of the Group I Certificates.
“Group I Principal Remittance
Amount”: For any Distribution Date, that portion of the Group
I Available Distribution Amount equal to the sum of the amounts set
forth in (i) through (iii) of the definition of Group I Principal
Distribution Amount.
“Group I Senior Enhancement
Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balance of the Group I Mezzanine
Certificates and the Class CE-1 Certificates, calculated after
taking into account distribution of the Group I Principal
Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date, and the
denominator of which is the aggregate Stated Principal Balance of
the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period).
“Group I Senior Interest
Distribution Amount”: With respect to any Distribution Date,
an amount equal to the sum of (i) the Interest Distribution Amount
for such Distribution Date for the Class AF Certificates and (ii)
the Interest Carry Forward Amount, if any, for such Distribution
Date for the Class AF Certificates.
“Group I Stepdown Date”:
The earlier to occur of (i) the first Distribution Date on which
the aggregate Certificate Principal Balance of the Class AF
Certificates has been reduced to zero and (ii) the later to occur
of (a) the Distribution Date occurring in October 2008 and (b) the
first Distribution Date on which the Group I Senior Enhancement
Percentage (calculated for this purpose only after taking into
account distributions of principal on the Group I Mortgage Loans
but prior to any distribution of the Group I Principal Distribution
Amount to the Certificates then entitled to distributions of
principal on such Distribution Date) is equal to or greater than
15.00%.
“Group I Trigger Event”:
A Group I Trigger Event is in effect on any Distribution Date on or
after the Group I Stepdown Date if:
(a) the
three month rolling average of the Group I Delinquency Percentage
exceeds 50% of the Group I Senior Enhancement Percentage for the
prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Prepayment Period with respect
to the Group I Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) (reduced
by the aggregate amount of Subsequent Recoveries received since the
Cut-off Date through the last day of the related Prepayment Period)
with respect to the Group I Mortgage Loans, divided by aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date exceeds the applicable percentages set forth below
with respect to such Distribution Date:
Distribution Date Occurring
In
|
|
|
October 2007 through September 2008
|
0.30%
|
|
October 2008 through September 2009
|
0.65%
|
|
October 2009 through September 2010
|
1.00%
|
|
October 2010 through September 2011
|
1.00%
|
|
October 2011 and thereafter
|
1.25%
|
“Group II Allocated Realized
Loss Amount”: With respect to any Distribution Date and any
Class of Group II Mezzanine Certificates, (x) the sum of (i) any
Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) the amount of any Group II Allocated
Realized Loss Amount for such Class of Certificates remaining
unpaid from the previous Distribution Date minus (y) the amount of
the increase in the Certificate Principal Balance of such Class due
to the receipt of Subsequent Recoveries as provided in Section
4.01.
“Group II Available
Distribution Amount”: With respect to any Distribution Date
and the Group II Mortgage Loans, an amount equal to the excess of
(i) the sum of (a) the aggregate of the Monthly Payments on the
Group II Mortgage Loans due during the Due Period relating to such
Distribution Date and received by the Master Servicer (or by a
Sub-Servicer on its behalf) on or prior to the related
Determination Date, after deduction of the Servicing Fee, the
Administration Fee and the Credit Risk Manager Fee for such
Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, proceeds from repurchases of and
substitutions for Group II Mortgage Loans, Subsequent Recoveries
and other unscheduled payments of principal and interest in respect
of the Group II Mortgage Loans or related REO Properties received
by the Master Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c)
the aggregate of any amounts on deposit in the Distribution Account
representing Compensating Interest Payments paid by the Master
Servicer in respect of Prepayment Interest Shortfalls relating to
Principal Prepayments that occurred on the Group II Mortgage Loans
during the related Prepayment Period, (d) the aggregate of any
P&I Advances made by the Master Servicer for the Group II
Mortgage Loans for such Distribution Date and (e) Prepayment
Charges received and Servicer Prepayment Charge Payment Amounts
paid in respect of the Group II Mortgage Loans with respect to
which a Principal Prepayment occurred during the related Prepayment
Period and any amounts received from the Seller as contemplated in
Section 2.03(b) in respect of any Principal Prepayment that
occurred during or prior to the related Prepayment Period over (ii)
the sum of (a) amounts reimbursable to the Master Servicer, the
Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar, the Authenticating Agent or a Custodian pursuant to
Section 6.03 or Section 8.05 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in
the Collection Account or the Distribution Account in respect of
the items set forth in clauses (i)(a) through (i)(d) above in
error, (c) without duplication, any amounts in respect of the items
set forth in
clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn
by the Master Servicer from the Collection Account pursuant to
Section 3.18.
“Group II Certificates”:
Any Class AV Certificates or Group II Mezzanine
Certificates.
“Group II Delinquency
Percentage”: As of the last day of the related Due Period,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of the Group II Mortgage
Loans that, as of the last day of the previous calendar month, are
60 or more days delinquent, are in foreclosure, have been converted
to REO Properties or in bankruptcy (and delinquent 60 days or
more), and the denominator of which is the aggregate Stated
Principal Balance of the Group II Mortgage Loans and REO Properties
as of the last day of the previous calendar month.
“Group II Floating Rate
Certificates”: Any Class AV Certificates or Group II
Mezzanine Certificates.
“Group II Interest Remittance
Amount”: For any Distribution Date, that portion of the Group
II Available Distribution Amount for the related Distribution Date
that represents (i) interest received or advanced on the Group II
Mortgage Loans (ii) amounts in respect of Prepayment Interest
Shortfalls paid by the master servicer or the servicer on the Group
II Mortgage Loans (in each case, to the extent remaining after
payment of an allocable portion of (A) the trust administration fee
for such distribution date, (B) the servicing fees for such
distribution date and any unpaid servicing fees in respect of prior
periods collected by the servicer, (C) the credit risk manager fee
for such distribution date and (D) the certificate insurer premium
for such distribution date).
“Group II Marker Rate”:
With respect to the Class CE-2 Interest and any Distribution Date,
a per annum rate equal to two (2) times the weighted average of the
REMIC II-A Remittance Rate for REMIC II-A Regular Interest
II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular
Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A
Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3,
REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest
II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular
Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ, with the
rate on each such REMIC II-A Regular Interest (other than REMIC
II-A Regular Interest II-LTZZ) subject to a cap equal to the lesser
of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the
purpose of this calculation for such Distribution Date and with the
rate on REMIC II-A Regular Interest II-LTZZ subject to a cap of
zero for the purpose of this calculation; provided, however, the
caps on each such REMIC II-A Regular Interest shall be multiplied
by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator
of which is 30.
“Group II Maximum II-LTZZ
Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC
II-A Remittance Rate applicable to REMIC II-A Regular Interest
II-LTZZ for such Distribution Date on a balance
equal to the Uncertificated Balance
of REMIC II-A Regular Interest II-LTZZ minus the REMIC II-A
Overcollateralized Amount, in each case for such Distribution Date,
over (ii) Uncertificated Interest on REMIC II-A Regular Interest
II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular
Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A
Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3,
REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest
II-LTMV5, REMIC II-A Regular Interest II-LTMV6 and REMIC II-A
Regular Interest II-LTMV7 for such Distribution Date, with the rate
on each such REMIC II-A Regular Interest subject to a cap equal to
the lesser of (i) One-Month LIBOR plus the related Certificate
Margin for the related Corresponding Certificate and (ii) the
related Net WAC Pass-Through Rate for the related Corresponding
Certificate; provided, however, the caps on each such REMIC II-A
Regular Interest shall be multiplied by a fraction, the numerator
of which is the actual number of days elapsed in the related
Interest Accrual Period and the denominator of which is
30.
“Group II Mezzanine Cap
Contract”: The cap contract between the Trustee on behalf of
the Trust and the counterparty thereunder for the benefit of the
Holders of the Group II Mezzanine Certificates in the form attached
hereto as Exhibit I.
“Group II Mezzanine
Certificates”: Any Class MV-1 Certificates, Class MV-2
Certificates, Class MV-3 Certificates, Class MV-4 Certificates,
Class MV-5 Certificates, Class MV-6 Certificates or Class MV-7
Certificates.
“Group II 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 II-A, the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Group II Net Monthly Excess
Cashflow”: With respect to any Distribution Date, the excess
of (x) the Group II Available Distribution Amount for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Group II Senior Interest Distribution Amount distributable
to the holders of the Class AV Certificates, (B) the Interest
Distribution Amount distributable to the holders of the Group II
Mezzanine Certificates and (C) the Group I Principal Remittance
Amount.
“Group II
Overcollateralization Floor Amount”: The Group II
Overcollateralization Floor Amount will be an amount equal to 0.35%
of the aggregate principal balance of the Group II Mortgage as of
the Cut-off Date. Notwithstanding the foregoing, on and after any
Distribution Date following the reduction of the aggregate
Certificate Principal Balance of the Class AV Certificates and the
Group II Mezzanine Certificates to zero, the Group II
Overcollateralization Floor Amount shall be zero.
“Group II
Overcollateralization Deficiency Amount”: With respect to any
Distribution Date, the excess, if any, of (a) the Group II
Overcollateralization Target Amount applicable to such Distribution
Date over (b) the Group II Overcollateralized Amount applicable to
such Distribution Date (calculated for this purpose only after
assuming that 100% of the Group II Principal Remittance Amount on
such Distribution Date has been distributed).
“Group II
Overcollateralization Increase Amount”: With respect to any
Distribution Date, the lesser of (a) the Group II Net Monthly
Excess Cashflow for such Distribution Date and (b) the Group II
Overcollateralization Deficiency Amount for such Distribution
Date.
“Group II
Overcollateralization Target Amount”: With respect to any
Distribution Date an amount equal to the Group II
Overcollateralization Floor Amount.
“Group II Overcollateralized
Amount”: With respect to any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balances of the Group
II Mortgage Loans and REO Properties as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of the Class AV
Certificates, the Group II Mezzanine Certificates and the Class P-2
Certificates after giving effect to distributions to be made on
such Distribution Date.
“Group II Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the principal portion of each Monthly Payment due on
the Group II Mortgage Loans during the related Due Period, whether
or not received on or prior to the related Determination Date; (ii)
the Stated Principal Balance of any Group II Mortgage Loan that was
purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and
the amount of any shortfall deposited in the Collection Account in
connection with the substitution of a Deleted Mortgage Loan
pursuant to Section 2.03 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO
Principal Amortization) received on the Group II Mortgage Loans
during the related Prepayment Period, net of any portion thereof
that represents a recovery of principal for which an Advance was
made by the Master Servicer pursuant to Section 4.03 in respect of
a preceding Distribution Date and (iv) any Group II
Overcollateralization Increase Amount for such Distribution Date.
In no event will the Group II Principal Distribution Amount with
respect to any Distribution Date be (x) less than zero or (y)
greater than the then outstanding aggregate Certificate Principal
Balance of the Class AV Certificates and the Group II Mezzanine
Certificates.
“Group II Principal Remittance
Amount”: For any Distribution Date, that portion of the Group
II Available Distribution Amount equal to the sum of the amounts
set forth in (i) through (iii) of the definition of Group II
Principal Distribution Amount.
“Group II Senior Enhancement
Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balance of the Group II Mezzanine
Certificates and the Class CE-2 Certificates, calculated after
taking into account distribution of the Group II Principal
Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date, and the
denominator of which is the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or
advanced, and unscheduled
collections of principal received during the related Prepayment
Period).
“Group II Senior Interest
Distribution Amount”: With respect to any Distribution Date,
an amount equal to the sum of (i) the Interest Distribution Amount
for such Distribution Date for the Class AV Certificates and (ii)
the Interest Carry Forward Amount, if any, for such Distribution
Date for the Class AV Certificates.
“Group II Stepdown
Date”: The earlier to occur of (i) the first Distribution
Date on which the aggregate Certificate Principal Balance of the
Class AV Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution Date occurring in October 2008 and
(b) the first Distribution Date on which the Group II Senior
Enhancement Percentage (calculated for this purpose only after
taking into account distributions of principal on the Group II
Mortgage Loans but prior to any distribution of the Group II
Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to
or greater than 21.90%.
“Group II Trigger
Event”: A Group II Trigger Event is in effect on any
Distribution Date on or after the Group II Stepdown Date
if:
(a) the
three month rolling average of the Group II Delinquency Percentage
exceeds 40% of the Group II Senior Enhancement Percentage for the
prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Due Period in loan group II
(reduced by the aggregate amount of Subsequent Recoveries received
since the Cut-off Date through the last day of the related Due
Period) divided by aggregate Stated Principal Balance of the Group
II Mortgage Loans as of the Cut-off Date exceeds the applicable
percentages set forth below with respect to such Distribution
Date:
Distribution Date Occurring
In
|
|
|
October 2007 through September 2008
|
0.40%
|
|
October 2008 through September 2009
|
0.90%
|
|
October 2009 through September 2010
|
1.30%
|
|
October 2010 through September 2011
|
1.70%
|
|
October 2011 and thereafter
|
2.00%
|
“Highest Priority”: As
of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than
zero, with the highest priority for payments pursuant to Section
4.01, in the following order, (i) with respect to the Group I
Mezzanine Certificates: Class MF-1, Class MF-2, Class MF-3, Class
MF-4 and Class MF-5 Certificates and (ii) with respect to the Group
II Mezzanine Certificates: Class MV-1, Class MV-2, Class MV-3,
Class MV-4, Class MV-5, Class MV-6 and Class MV-7
Certificates.
“Indenture”: An
indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates and/or the Class R
Certificates (or any portion thereof).
“Independent”: When used
with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Master Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor, the Master Servicer or any Affiliate thereof, and (c) is
not connected with the Depositor, the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent
of the Depositor, the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of
any class of securities issued by the Depositor or the Master
Servicer or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Master
Servicer) that would be an “independent contractor”
with respect to any REMIC within the meaning of Section 856(d)(3)
of the Code if any REMIC were a real estate investment trust
(except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as
any REMIC does not receive or derive any income from such Person
and provided that the relationship between such Person and any
REMIC is at arm’s length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or (ii) any other Person
(including the Master Servicer) if the Trust Administrator has
received an Opinion of Counsel for the benefit of the Trustee and
the Trust Administrator to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of
such REO Property to fail to qualify as Rents from Real
Property.
“Initial Sub-Servicer”:
Wells Fargo Bank, N.A., and its successors and assigns.
“Initial Sub-Servicing
Agreement”: Each Seller’s Warranties and Servicing
Agreement, dated as of June 1, 2005 and July 1, 2005, between Wells
Fargo and the Seller, as assigned and modified pursuant to the
Assignment, Assumption and Recognition Agreement, dated as of
September 1, 2005, among the Seller, Wells Fargo and the
Trustee.
“Insurance Agreement”:
The Insurance and Indemnity Agreement, dated as of September 8,
2005, among the Seller, the Depositor, the Master Servicer, the
Trust Administrator, the Trustee and the Certificate Insurer, as
amended or supplemented in accordance with the provisions
thereof.
“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.
“Insured Amount”: With
respect to any Distribution Date, any Deficiency Amount (as defined
herein) for such Distribution Date and any Preference Amount (as
defined in the Policy) to be paid pursuant to the terms of the
Policy.
“Insured Payment”: Any
payment made by the Certificate Insurer under the Policy with
respect to the Class AF-6B Certificates.
“Interest Accrual
Period”: With respect to any Distribution Date and the
Floating Rate Certificates, the period commencing on the
Distribution Date of the month immediately preceding the month in
which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on the Closing Date) and ending on
the day preceding such Distribution Date. With respect to any
Distribution Date and the Fixed Rate Certificates, the Class CE
Certificates and the REMIC Regular Interests, the one-month period
ending on the last day of the calendar month preceding the month in
which such Distribution Date occurs.
“Interest Carry Forward
Amount”: With respect to any Distribution Date and any class
of Class A Certificates or the Mezzanine Certificates, the sum of
(i) the amount, if any, by which (a) the Interest Distribution
Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Certificates in respect of interest on
such immediately preceding Distribution Date, (ii) the amount of
any Interest Carry Forward Amount for such Class of Certificates
remaining unpaid from the previous Distribution Date and (iii)
accrued interest on the sum of (i) and (ii) above calculated at the
related Pass-Through Rate for the most recently ended Interest
Accrual Period. For the Class AF-6B Certificates, such amounts will
be determined without regard to payments previously made under the
Policy, and payments of Interest Carry Forward Amounts in respect
of interest on the Class AF-6B Certificates paid from draws on the
Policy shall be paid to the Certificate Insurer in reimbursements
of such draws.
“Interest Determination
Date”: With respect to the Class AF-1 Certificates, the Class
AV Certificates, the Class MV Certificates, REMIC I-A Regular
Interest I-LTAF1 and the REMIC II-A Regular Interests (other than
REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest
II-LTZZZ and REMIC II-A Regular Interest II-LTP) and any Interest
Accrual Period therefor, the second London Business Day preceding
the commencement of such Interest Accrual Period.
“Interest Distribution
Amount”: With respect to the related Class A Certificate,
Mezzanine Certificate and the Class CE Certificates and each
Distribution Date, interest accrued during the related Interest
Accrual Period at the Pass-Through Rate for such Certificate for
such Distribution Date on the Certificate Principal Balance, in the
case of the Class A Certificates and the Mezzanine Certificates, or
on the Notional Amount, in the case of the Class CE Certificates,
of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, shall not accrue interest.
All distributions of interest on the Floating Rate Certificates
shall be calculated on the basis of a 360-day year and the actual
number of days in the applicable Interest Accrual Period. All
distributions of interest on the Fixed Rate Certificates and the
Class CE Certificates shall be based on a 360-day year consisting
of twelve 30-day months. The Interest Distribution Amount with
respect to each Distribution Date, as to any Class A Certificate,
Mezzanine Certificate or
the Class CE Certificates, shall be
reduced by an amount equal to the portion allocable to such
Certificate pursuant to Section 1.02 hereof of the sum of (a) the
aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to
Section 3.24 and (b) the aggregate amount of any Relief Act
Interest Shortfall, if any, for such Distribution Date.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received subsequent to
the Determination Date immediately following any Due Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage
and Mortgage Note) but delinquent for such Due Period and not
previously recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is removed from any REMIC by reason of its being
purchased, sold or replaced pursuant to or as contemplated by
Section 2.03, Section 3.16(c) or Section 9.01. With respect to any
REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased
pursuant to Section 9.01.
“Liquidation Proceeds”:
The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition)
received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power
of eminent domain or condemnation, (ii) the liquidation of a
defaulted Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of
a Mortgage Loan or an REO Property pursuant to or as contemplated
by Section 2.03, Section 3.16(c), Section 3.23 or Section
9.01.
“Loan-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.
“Lockout Certificate
Percentage”: With respect to any Distribution Date and the
Class AF-7 Certificates, the fraction, expressed as a percentage,
the numerator of which is the Certificate Principal Balance of the
Class AF-7 Certificates immediately prior to such Distribution Date
and the denominator of which is the aggregate Certificate Principal
Balance of the Class AF Certificates immediately prior to such
Distribution Date.
“Lockout Distribution
Percentage”: With respect to any Distribution Date and the
Class AF-7 Certificates, the percentage indicated below of the
Lockout Certificate Percentage for such Distribution
Date:
|
Distribution Date occurring
in:
|
Lockout Percentage
|
|
October 2005 through and including
September 2008
|
0%
|
|
October 2008 through and including September
2010
|
45%
|
|
October 2010 through and including September
2011
|
80%
|
|
October 2011 through and including September
2012
|
100%
|
|
October 2012 and thereafter
|
300%
|
“London Business Day”:
Any day on which banks in the City of London and New York are open
and conducting transactions in United States dollars.
“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, 12:00 p.m. New York
time on the Distribution Date.
“Maximum Cap Rate”: For
any Distribution Date and the Group II Certificates, a per annum
rate equal to the product of (x) the weighted average of the
Expense Adjusted Maximum Mortgage Rates of the Group II Mortgage
Loans and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the
related Accrual Period.
“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.
“Mezzanine
Certificates”: Any Group I Mezzanine Certificates or Group II
Mezzanine Certificates.
“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”: Any
Group I Mortgage Loan or Group II Mortgage Loan.
“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 Mortgage Rate in
respect thereof net of the sum of the Servicing Fee Rate and the
Administration Fee Rate.
“Mortgage Loan
Schedule”: As of any date, the list of Mortgage Loans
included in REMIC I-A or REMIC II-A on such date, attached hereto
as Schedule 1. The Mortgage Loan Schedule shall set forth the
following information with respect to each Mortgage
Loan:
|
|
(i)
|
the Master Servicer’s Mortgage
Loan identifying number;
|
|
|
|
(ii)
|
a code indicating whether the
Mortgaged Property is owner-occupied;
|
|
|
|
(iii)
|
the type of Residential Dwelling
constituting the Mortgaged Property;
|
|
|
(iv)
|
the original months to
maturity;
|
|
|
|
(vii)
|
the original date of the
mortgage;
|
|
|
|
(viii)
|
the Loan-to-Value Ratio at
origination;
|
|
|
|
(ix)
|
the Mortgage Rate in effect
immediately following the Cut-off Date;
|
|
|
|
|
|
|
|
|
|
|
|
(x) the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
|
(xi)
|
the stated maturity date;
|
|
|
|
(xii)
|
the amount of the Monthly Payment at
origination;
|
|
|
|
(xiii)
|
the amount of the Monthly Payment as
of the Cut-off Date;
|
|
|
|
|
|
|
(xiv) the
last Due Date on which a Monthly Payment was actually applied to
the unpaid Stated Principal Balance;
|
|
(xv)
|
the original principal amount of the
Mortgage Loan;
|
(xvi) the
Scheduled Principal Balance of the Mortgage Loan as of the close of
business on the Cut-off Date;
(xvii) a code
indicating the purpose of the Mortgage Loan (i.e., purchase
financing, Rate/Term Refinancing, Cash-Out Refinancing);
(xviii) a
code indicating the documentation style (i.e., full, alternative or
reduced);
(xix) a code
indicating if the Mortgage Loan is subject to a Primary Mortgage
Insurance Policy;
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(xx)
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the Value of the Mortgaged
Property;
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(xxi)
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the sale price of the Mortgaged
Property, if applicable;
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(xxii) the actual
unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
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(xxiii)
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the Servicing Fee Rate;
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(xxiv)
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the term of the Prepayment Charge ,
if any;
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(xxv)
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the percentage of the principal
balance covered by lender paid mortgage insurance, if
any.
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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.
“Net WAC Rate”: With
respect to any Distribution Date and
(i) a Class of Group I Certificates
(other than the Class AF-6B Certificates), the rate per annum
(adjusted for the actual number of days in the related Interest
Accrual Period in the case of the Class AF-1 Certificates) equal to
the weighted average of the Expense Adjusted Mortgage Rates of the
Group I Mortgage Loans, weighted based on their Stated Principal
Balances as of the first day of the related Due Period. For federal
income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC I-A Remittance Rate
on the REMIC I-A Regular Interests, weighted on the basis of the
Uncertificated Balance of each such REMIC I-A Regular
Interest;
(ii) the Class AF-6B Certificates,
the rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted
based on their Stated Principal Balances as of the first day of the
related Due Period less the Certificate Insurer Premium Rate. For
federal income tax purposes, the equivalent of the foregoing shall
be expressed as the weighted average of the REMIC I-A Remittance
Rate on REMIC I-A Regular Interest I-LTAF6B, weighted on the basis
of the Uncertificated Balance of such REMIC I-A Regular Interest,
less the Certificate Insurer Premium Rate;
(iii) a Class of Group II
Certificates, the rate per annum (adjusted for the actual number of
days in the related Interest Accrual Period) equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group II
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 the REMIC
II-A Regular Interests, weighted on the basis of the Uncertificated
Balance of each such REMIC II-A Regular Interest;
“Net WAC Rate Carryover
Amount”: With respect to any Distribution Date and any Class
of Class A Certificates or Mezzanine Certificates, the sum of (A)
the positive excess, if any, of (i) the amount of interest that
would have accrued on such Class of Certificates for such
Distribution Date if the Pass-Through Rate for such Class of
Certificates for such Distribution Date were calculated at the
related Formula Rate over (ii) the amount of interest accrued on
such Class of Certificates at the Net WAC Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount
for the previous Distribution Date not previously paid together
with interest accrued on such unpaid amount for the most recently
ended Interest Accrual Period at the Formula Rate for such Class of
Certificates and such Distribution Date.
“Net WAC Rate Carryover
Reserve Accounts”: The Group I Net WAC Rate Carryover Reserve
Account or the Group II Net WAC Rate Carryover Reserve Account
established and maintained pursuant to Section 4.06.
“New Lease”: Any lease
of REO Property entered into on behalf of REMIC I-A 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 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.
