FINANCIAL ASSET SECURITIES CORP.,
Depositor
LITTON LOAN SERVICING LP,
Servicer
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
Fremont Home Loan Trust 2005-2
Asset-Backed Certificates, Series
2005-2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms.
|
|
SECTION 1.02
|
Accounting.
|
|
SECTION 1.03
|
Allocation of Certain Interest
Shortfalls.
|
|
SECTION 1.04
|
Rights of the NIMS
Insurer.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES
|
SECTION 2.01
|
Conveyance of Mortgage
Loans.
|
|
SECTION 2.02
|
Acceptance by Trustee.
|
|
SECTION 2.03
|
Repurchase or Substitution of
Mortgage Loans by the Originator.
|
|
SECTION 2.04
|
Intentionally Omitted.
|
|
SECTION 2.05
|
Representations, Warranties and
Covenants of the Servicer.
|
|
SECTION 2.06
|
Representations and Warranties of
the Depositor.
|
|
SECTION 2.07
|
Issuance of
Certificates.
|
|
SECTION 2.08
|
[Reserved].
|
|
SECTION 2.09
|
Acceptance of REMIC 1, REMIC 2,
REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC 8, REMIC 9,
REMIC 10 and REMIC 11 by the Trustee; Conveyance of REMIC 1 Regular
Interests and, Class M-8 Interest, Class M-9 Interest, Class B-1
Interest, Class B-2 Interest, Class B-3 Interest, Class B-4
Interest, Class B-5 Interest, Class C Interest and Class P
Interest; Issuance of Certificates.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
|
SECTION 3.01
|
Servicer to Act as
Servicer.
|
|
SECTION 3.02
|
Sub-Servicing Agreements Between
Servicer and Sub-Servicers.
|
|
SECTION 3.03
|
Successor
Sub-Servicers.
|
|
SECTION 3.04
|
Liability of the
Servicer.
|
|
SECTION 3.05
|
No Contractual Relationship
Between Sub-Servicers and the NIMS Insurer, the Trustee 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
|
[Reserved].
|
|
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 Trustee;
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;
Filing of Reports by Trustee.
|
|
SECTION 3.23
|
Title, Management and Disposition
of REO Property.
|
|
SECTION 3.24
|
Obligations of the Servicer in
Respect of Prepayment Interest Shortfalls.
|
|
SECTION 3.25
|
[Reserved].
|
|
SECTION 3.26
|
Obligations of the Servicer in
Respect of Mortgage Rates and Monthly Payments.
|
|
SECTION 3.27
|
Solicitations.
|
|
SECTION 3.28
|
Net WAC Rate Carryover Reserve
Account.
|
|
SECTION 3.29
|
Advance Facility.
|
ARTICLE IV
FLOW OF FUNDS
|
SECTION 4.01
|
Distributions.
|
|
SECTION 4.02
|
[Reserved].
|
|
SECTION 4.03
|
Statements.
|
|
SECTION 4.04
|
Remittance Reports;
Advances.
|
|
SECTION 4.05
|
[Reserved].
|
|
SECTION 4.06
|
[Reserved].
|
|
SECTION 4.07
|
Distributions on the REMIC
Regular Interests.
|
|
SECTION 4.08
|
Allocation of Realized
Losses.
|
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
|
Appointment of Paying
Agent.
|
ARTICLE VI
THE SERVICER AND THE DEPOSITOR
|
SECTION 6.01
|
Liability of the Servicer and the
Depositor.
|
|
SECTION 6.02
|
Merger or Consolidation of, or
Assumption of the Obligations of, the Servicer or the
Depositor.
|
|
SECTION 6.03
|
Limitation on Liability of the
Servicer and Others.
|
|
SECTION 6.04
|
Servicer Not to
Resign.
|
|
SECTION 6.05
|
Delegation of Duties.
|
|
SECTION 6.06
|
[Reserved].
|
|
SECTION 6.07
|
Inspection.
|
ARTICLE VII
DEFAULT
|
SECTION 7.01
|
Servicer Events of
Termination.
|
|
SECTION 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
SECTION 7.03
|
Waiver of Defaults.
|
|
SECTION 7.04
|
Notification to
Certificateholders.
|
|
SECTION 7.05
|
Survivability of Servicer
Liabilities.
|
ARTICLE VIII
THE TRUSTEE
|
SECTION 8.01
|
Duties of Trustee.
|
|
SECTION 8.02
|
Certain Matters Affecting the
Trustee.
|
|
SECTION 8.03
|
Trustee Not Liable for
Certificates or Mortgage Loans.
|
|
SECTION 8.04
|
Trustee May Own
Certificates.
|
|
SECTION 8.05
|
Trustee Fee and
Expenses.
|
|
SECTION 8.06
|
Eligibility Requirements for
Trustee.
|
|
SECTION 8.07
|
Resignation or Removal of
Trustee.
|
|
SECTION 8.08
|
Successor Trustee.
|
|
SECTION 8.09
|
Merger or Consolidation of
Trustee.
|
|
SECTION 8.10
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
SECTION 8.11
|
Limitation of
Liability.
|
|
SECTION 8.12
|
Trustee May Enforce Claims
Without Possession of Certificates.
|
|
SECTION 8.13
|
Suits for Enforcement.
|
|
SECTION 8.14
|
Waiver of Bond
Requirement.
|
|
SECTION 8.15
|
Waiver of Inventory, Accounting
and Appraisal Requirement.
|
ARTICLE IX
REMIC ADMINISTRATION
|
SECTION 9.01
|
REMIC Administration.
|
|
SECTION 9.02
|
Prohibited Transactions and
Activities.
|
|
SECTION 9.03
|
Indemnification with Respect to
Certain Taxes and Loss of REMIC Status.
|
ARTICLE X
TERMINATION
|
SECTION 10.01
|
Termination.
|
|
SECTION 10.02
|
Additional Termination
Requirements.
|
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;
Jurisdiction.
|
|
SECTION 11.05
|
Notices.
|
|
SECTION 11.06
|
Severability of
Provisions.
|
|
SECTION 11.07
|
Article and Section
References.
|
|
SECTION 11.08
|
Notice to the Rating Agencies and
the NIMS Insurer.
|
|
SECTION 11.09
|
Further Assurances.
|
|
SECTION 11.10
|
Third Party Rights.
|
|
SECTION 11.11
|
Benefits of Agreement.
|
|
SECTION 11.12
|
Acts of
Certificateholders.
|
Exhibits :
|
Exhibit A-1
|
Form of Class I-A1 Certificates
|
|
Exhibit A-2
|
Form of Class I-A2 Certificates
|
|
Exhibit A-3
|
Form of Class II-A1 Certificates
|
|
Exhibit A-4
|
Form of Class II-A2 Certificates
|
|
Exhibit A-5
|
Form of Class II-A3 Certificates
|
|
Exhibit A-6
|
Form of Class M-1 Certificates
|
|
Exhibit A-7
|
Form of Class M-2 Certificates
|
|
Exhibit A-8
|
Form of Class M-3 Certificates
|
|
Exhibit A-9
|
Form of Class M-4 Certificates
|
|
Exhibit A-10
|
Form of Class M-5 Certificates
|
|
Exhibit A-11
|
Form of Class M-6 Certificates
|
|
Exhibit A-12
|
Form of Class M-7 Certificates
|
|
Exhibit A-13
|
Form of Class M-8 Certificates
|
|
Exhibit A-14
|
Form of Class M-9 Certificates
|
|
Exhibit A-15
|
Form of Class B-1 Certificates
|
|
Exhibit A-16
|
Form of Class B-2 Certificates
|
|
Exhibit A-17
|
Form of Class B-3 Certificates
|
|
Exhibit A-18
|
Form of Class B-4 Certificates
|
|
Exhibit A-19
|
Form of Class B-5 Certificates
|
|
Exhibit A-20
|
Form of Class C Certificates
|
|
Exhibit A-21
|
Form of Class P Certificates
|
|
Exhibit A-22
|
Form of Class R Certificates
|
|
Exhibit A-23
|
Form of Class R-X Certificates
|
|
Exhibit B
|
[Reserved]
|
|
Exhibit C
|
Form of Assignment Agreement
|
|
Exhibit D
|
Mortgage Loan Schedule
|
|
Exhibit E
|
Request for Release
|
|
Exhibit F-1
|
Form of Trustee’s Initial
Certification
|
|
Exhibit F-2
|
Form of Trustee’s Final
Certification
|
|
Exhibit F-3
|
Form of Receipt of Mortgage Note
|
|
Exhibit G
|
[Reserved]
|
|
Exhibit H
|
Form of Lost Note Affidavit
|
|
Exhibit I
|
Form of Limited Power of Attorney
|
|
Exhibit J
|
Form of Investment Letter
|
|
Exhibit K
|
Form of Transfer Affidavit for Residual
Certificates
|
|
Exhibit L
|
Form of Transferor Certificate
|
|
Exhibit M
|
Form of ERISA Representation Letter
|
|
Exhibit N-1
|
Form Certification to be Provided by the
Depositor with Form 10-K
|
|
Exhibit N-2
|
Form Certification to be Provided to the
Depositor by the Trustee
|
|
Exhibit N-3
|
Form Certification to be Provided to the
Depositor by the Servicer
|
|
Exhibit O
|
Form of Cap Contract
|
|
Exhibit P
|
Form of Annual Statement as to
Compliance
|
|
Exhibit Q
|
Reserved
|
|
Exhibit R
|
Reserved
|
|
Exhibit S
|
Form of Servicing Side Letter
|
|
|
|
|
Schedule I
|
Prepayment Charge Schedule
|
This Pooling and Servicing Agreement
is dated as of July 1, 2005 (the “Agreement”), among
FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), LITTON LOAN SERVICING LP, as servicer
(the “Servicer”) and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder. The
Certificates will consist of twenty-one classes of certificates,
designated as (i) the Class I-A1 Certificates, (ii) the Class I-A2
Certificates, (iii) the Class II-A1 Certificates, (iv) the Class
II-A2 Certificates, (v) the Class II-A3 Certificates, (vi) the
Class M-1 Certificates, (vii) the Class M-2 Certificates (viii) the
Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the
Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the
Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv)
the Class M-9 Certificates, (xv) the Class B-1 Certificates, (xvi)
the Class B-2 Certificates, (xvii) the Class B-3 Certificates,
(xviii) the Class B-4 Certificates, (xix) the Class B-5
Certificates, (xx) the Class C Certificates, (xxi) the Class P
Certificates, (xxii) the Class R Certificates and (xxiii) the Class
R-X Certificates.
REMIC 1
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Mortgage Loans and certain other related assets subject to this
Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
any Servicer Prepayment Charge Payment Amounts and the Cap
Contract) as a REMIC for federal income tax purposes, and such
segregated pool of assets shall be designated as “REMIC
1.” The Class R-1 Interest shall represent the sole class of
“residual interests” in REMIC 1 for purposes of the
REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1
Pass Through Rate, the initial Uncertificated Principal Balance
and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1 Regular Interests (as defined
herein). None of the REMIC 1 Regular Interests shall be
certificated.
|
Designation
|
|
Uncertificated REMIC 1
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
LT-AA
|
|
Variable (2)
|
|
$
|
747,017,589.97
|
|
June 25, 2035
|
|
|
LT-IA1
|
|
Variable (2)
|
|
$
|
2,177,460.00
|
|
June 25, 2035
|
|
|
LT-IA2
|
|
Variable (2)
|
|
$
|
544,360.00
|
|
June 25, 2035
|
|
|
LT-IIA1
|
|
Variable (2)
|
|
$
|
1,235,000.00
|
|
June 25, 2035
|
|
|
LT-IIA2
|
|
Variable (2)
|
|
$
|
1,543,000.00
|
|
June 25, 2035
|
|
|
LT-IIA3
|
|
Variable (2)
|
|
$
|
159,990.00
|
|
June 25, 2035
|
|
|
LT-M1
|
|
Variable (2)
|
|
$
|
400,190.00
|
|
June 25, 2035
|
|
|
LT-M2
|
|
Variable (2)
|
|
$
|
274,410.00
|
|
June 25, 2035
|
|
|
LT-M3
|
|
Variable (2)
|
|
$
|
186,750.00
|
|
June 25, 2035
|
|
|
LT-M4
|
|
Variable (2)
|
|
$
|
137,210.00
|
|
June 25, 2035
|
|
|
LT-M5
|
|
Variable (2)
|
|
$
|
133,400.00
|
|
June 25, 2035
|
|
|
LT-M6
|
|
Variable (2)
|
|
$
|
118,150.00
|
|
June 25, 2035
|
|
|
LT-M7
|
|
Variable (2)
|
|
$
|
121,960.00
|
|
June 25, 2035
|
|
|
LT-M8
|
|
Variable (2)
|
|
$
|
95,280.00
|
|
June 25, 2035
|
|
|
LT-M9
|
|
Variable (2)
|
|
$
|
80,040.00
|
|
June 25, 2035
|
|
|
LT-B1
|
|
Variable (2)
|
|
$
|
76,230.00
|
|
June 25, 2035
|
|
|
LT-B2
|
|
Variable (2)
|
|
$
|
91,470.00
|
|
June 25, 2035
|
|
|
LT-B3
|
|
Variable (2)
|
|
$
|
60,980.00
|
|
June 25, 2035
|
|
|
LT-B4
|
|
Variable (2)
|
|
$
|
72,410.00
|
|
June 25, 2035
|
|
|
LT-B5
|
|
Variable (2)
|
|
$
|
76,230.00
|
|
June 25, 2035
|
|
|
LT-ZZ
|
|
Variable (2)
|
|
$
|
7,660,736.94
|
|
June 25, 2035
|
|
|
LT-P
|
|
Variable (2)
|
|
$
|
100.00
|
|
June 25, 2035
|
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest possible maturity date has been designated as the
“latest possible maturity date” for each REMIC 1
Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC 1 Pass-Through Rate”
herein.
|
REMIC 2
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 2.” The Class R-2 Interest shall evidence the
sole class of “residual interests” in REMIC 2 for
purposes of the REMIC Provisions.
The following table irrevocably sets
forth the designation, the Pass-Through Rate, the Original Class
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each Class of Certificates that
represents one or more of the “regular interests” in
REMIC 2 created hereunder.
|
Designation
|
|
Original Class Certificate
Principal Balance
|
|
Pass-Through Rate
|
|
Assumed Final Maturity Date
(1)
|
|
|
Class I-A1
|
|
$
|
217,746,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class I-A2
|
|
$
|
54,436,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class II-A1
|
|
$
|
123,500,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class II-A2
|
|
$
|
154,300,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class II-A3
|
|
$
|
15,999,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-1
|
|
$
|
40,019,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-2
|
|
$
|
27,441,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-3
|
|
$
|
18,675,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-4
|
|
$
|
13,721,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-5
|
|
$
|
13,340,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-6
|
|
$
|
11,815,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-7
|
|
$
|
12,196,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-8 Interest
|
|
$
|
9,528,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class M-9 Interest
|
|
$
|
8,004,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class B-1 Interest
|
|
$
|
7,623,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class B-2 Interest
|
|
$
|
9,147,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class B-3 Interest
|
|
$
|
6,098,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class B-4 Interest
|
|
$
|
7,241,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class B-5 Interest
|
|
$
|
7,623,000.00
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class C Interest
|
|
$
|
3,810,846.91
|
|
Variable (2)
|
|
June 25, 2035
|
|
|
Class P Interest
|
|
$
|
100.00
|
|
N/A (4)
|
|
June 25, 2035
|
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for each Class of Certificates that
represents one or more of the “regular interests” in
REMIC 2.
|
|
(2)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein.
|
|
(3)
|
The Class C Interest will accrue interest at
their variable Pass-Through Rate on the Notional Amount of the
Class C Interest outstanding from time to time which shall equal
the aggregate of the Uncertificated Principal Balances of the REMIC
2 Regular Interests (other than REMIC 1 Regular Interest LTP). The
Class C Interest will not accrue interest on its Certificate
Principal Balance.
|
|
(4)
|
The Class P Interest will not accrue
interest.
|
REMIC 3
As provided herein, the Trustee
shall make an election to treat the Class M-8 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 3.” The Class R-3 Interest
represents the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class M-8
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class M-8
|
$9,528,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class M-8
Certificates.
|
|
(2)
|
The Class M-8 Certificates will receive 100% of
amounts received in respect of the Class M-8 Interest.
|
REMIC 4
As provided herein, the Trustee
shall make an election to treat the Class M-9 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 4.” The Class R-4 Interest
represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class M-9
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class M-9
|
$8,004,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class M-9
Certificates.
|
|
(2)
|
The Class M-9 Certificates will receive 100% of
amounts received in respect of the Class M-9 Interest.
|
REMIC 5
As provided herein, the Trustee
shall make an election to treat the Class B-1 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 5.” The Class R-5 Interest
represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class B-1
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class B-1
|
$7,623,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class B-1
Certificates.
|
|
(2)
|
The Class B-1 Certificates will receive 100% of
amounts received in respect of the Class B-1 Interest.
|
REMIC 6
As provided herein, the Trustee
shall make an election to treat the Class B-2 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 6.” The Class R-6 Interest
represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class B-2
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class B-2
|
$9,147,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class B-2
Certificates.
|
|
(2)
|
The Class B-2 Certificates will receive 100% of
amounts received in respect of the Class B-2 Interest.
|
REMIC 7
As provided herein, the Trustee
shall make an election to treat the Class B-3 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 7.” The Class R-7 Interest
represents the sole class of “residual interests” in
REMIC 7 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class B-3
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class B-3
|
$6,098,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class B-3
Certificates.
|
|
(2)
|
The Class B-3 Certificates will receive 100% of
amounts received in respect of the Class B-3 Interest.
|
REMIC 8
As provided herein, the Trustee
shall make an election to treat the Class B-4 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 8.” The Class R-8 Interest
represents the sole class of “residual interests” in
REMIC 8 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class B-4
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class B-4
|
$7,241,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class B-4
Certificates.
|
|
(2)
|
The Class B-4 Certificates will receive 100% of
amounts received in respect of the Class B-4 Interest.
|
REMIC 9
As provided herein, the Trustee
shall make an election to treat the Class B-5 Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 9.” The Class R-9 Interest
represents the sole class of “residual interests” in
REMIC 9 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class B-5
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class B-5
|
$7,623,000.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class B-5
Certificates.
|
|
(2)
|
The Class B-5 Certificates will receive 100% of
amounts received in respect of the Class B-5 Interest.
|
REMIC 10
As provided herein, the Trustee
shall make an election to treat the Class C Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 10.” The Class R-10
Interest represents the sole class of “residual
interests” in REMIC 10 for purposes of the REMIC
Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class C
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class C
|
$3,810,846.91
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class C
Certificates.
|
|
(2)
|
The Class C Certificates will receive 100% of
amounts received in respect of the Class C Interest.
|
REMIC 11
As provided herein, the Trustee
shall make an election to treat the Class P Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC 11.” The Class R-11
Interest represents the sole class of “residual
interests” in REMIC 11 for purposes of the REMIC
Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class P
Certificates.
|
|
Original Class Certificate Principal
Balance
|
|
Assumed Final Maturity Date
(1)
|
|
|
|
|
|
|
Class P
|
$100.00
|
Variable (2)
|
June 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
immediately following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the “latest
possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The Class P Certificates will receive 100% of
amounts received in respect of the Class P Interest.
|
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms.
|
Whenever used in this Agreement or
in the Preliminary Statement, the following words and phrases,
unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all
calculations in respect of interest on the Floating Rate
Certificates shall be made on the basis of the actual number of
days elapsed and a 360-day year and all calculations in respect of
interest on the Class C Certificates and all other calculations of
interest described herein shall be made on the basis of a 360-day
year consisting of twelve 30-day months. The Class P Certificates
and the Residual Certificates are not entitled to distributions in
respect of interest and, accordingly, will not accrue
interest.
“1933 Act”: The
Securities Act of 1933, as amended.
“Account”: Either of the
Collection Account or Distribution Account.
“Accrual Period”: With
respect to the Class C Certificates and each Distribution Date, the
calendar month prior to the month of such Distribution Date. With
respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or
in the case of the first such Accrual Period, commencing on the
Closing Date) and ending on the day preceding such Distribution
Date.
“Adjustable-Rate Mortgage
Loan”: A first lien Mortgage Loan which provides at any
period during the life of such loan for the adjustment of the
Mortgage Rate payable in respect thereto. The Adjustable Rate
Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
“Adjusted Net Maximum 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 applicable Maximum Mortgage Rate for such
Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate
Mortgage Loan) as of the first day of the month preceding the month
in which the related Distribution Date occurs minus the Servicing
Fee Rate.
“Adjusted Net 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 applicable Mortgage Rate for such Mortgage
Loan as of the first day of the month preceding the month in which
the related Distribution Date occurs minus the Servicing Fee
Rate.
“Adjustment Date”: With
respect to each Adjustable-Rate Mortgage Loan, each adjustment
date, on which the Mortgage Rate of such Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan
is set forth in the Mortgage Loan Schedule.
“Advance”: As to any
Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section
4.04.
“Advance Facility”: As
defined in Section 3.29 hereof.
“Advance Facility
Notice”: As defined in Section 3.29 hereof.
“Advance Financing
Person”: As defined in Section 3.29 hereof.
“Advance Reimbursement
Amounts”: As defined in Section 3.29 hereof.
“Adverse REMIC Event”:
As defined in Section 9.01(f) hereof.
“Affiliate”: With
respect to any Person, any other Person controlling, controlled by
or under common control with such Person. For purposes of this
definition, “control” means the power to direct the
management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or
otherwise and “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
“Allocated Realized Loss
Amount”: With respect to any Distribution Date and any Class
of Mezzanine Certificates or Class B Certificates, the sum of (i)
any Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) the amount of any Allocated Realized
Loss Amount for such Class of Certificates remaining distributed
from the previous Distribution Date as reduced by an amount equal
to the increase in the related Certificate Principal Balance due to
the receipt of Subsequent Recoveries.
“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 or record the sale of the Mortgage.
“Assignment Agreement”:
The Assignment and Recognition Agreement, dated July 26, 2005,
among the Seller, the Originator and the Depositor, pursuant to
which certain of the Seller’s rights under the Master
Agreement were assigned to the Depositor, substantially in the form
attached hereto as Exhibit C.
“Assumed Final Maturity
Date”: As to each Class of Certificates, the date set forth
as such in the Preliminary Statement.
“Available Funds”: With
respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments
received on the Mortgage Loans on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance
Proceeds, Subsequent Recoveries, Principal Prepayments, proceeds
from repurchases of and substitutions for such Mortgage Loans and
other unscheduled recoveries of principal and interest in respect
of the Mortgage Loans received during the related Prepayment
Period, (c) the aggregate of any amounts received in respect of a
related REO Property withdrawn from any REO Account and deposited
in the Collection Account for such Distribution Date, (d) the
aggregate of any amounts deposited in the Collection Account by the
Servicer in respect of related Prepayment Interest Shortfalls for
such Distribution Date, (e) the aggregate of any Advances made by
the Servicer for such Distribution Date in respect of the Mortgage
Loans, (f) the aggregate of any related advances made by the
Trustee in respect of the Mortgage Loans for such Distribution Date
pursuant to Section 7.02 and (g) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or
partial prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount over (ii) the sum of (a) amounts
reimbursable or payable to the Servicer pursuant to Section 3.11(a)
or the Trustee pursuant to Section 3.11(b), (b) amounts deposited
in the Collection Account or the Distribution Account pursuant to
clauses (a) through (g) above, as the case may be, in error, (c)
the amount of any Prepayment Charges collected by the Servicer in
connection with the full or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment
Charge Payment Amount and (d) any
indemnification payments or expense reimbursements made by the
Trust Fund pursuant to Section 8.05.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Base Rate”: For any
Distribution Date and the Floating Rate Certificates, the sum of
(i) LIBOR plus (ii) the related Certificate Margin.
“Book-Entry
Certificates”: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of which is reflected on the books of the Depository or
on the books of a Person maintaining an account with the Depository
(directly, as a “Depository Participant”, or
indirectly, as an indirect participant in accordance with the rules
of the Depository and as described in Section 5.02 hereof). On the
Closing Date, the Floating Rate Certificates shall be Book-Entry
Certificates.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New
York, the State of Texas, the State of California or in the city in
which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law or executive order to be
closed.
“Cap Amount”: The Cap
Amount for any Class of the Floating Rate Certificates is equal to
(i) the aggregate amount received by the Trust from the 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 Floating Rate Certificates immediately
prior to the applicable Distribution Date.
“Cap Contract”: The Cap
Contract between the Trustee and the counterparty thereunder, a
form of which is attached hereto as Exhibit O.
“Certificate”: Any
Regular Certificate or Residual Certificate.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor or the 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
NIMS Insurer may conclusively rely upon a certificate of the
Depositor or the 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 NIMS Insurer 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 each Class of Floating Rate Certificates and for
purposes of the Marker Rate and the Maximum II LTZZ Uncertificated
Interest Deferral Amount, the specified REMIC 1 Regular Interest,
as follows:
|
|
|
|
|
|
|
|
|
I-A1
|
LTI-A1
|
0.250%
|
0.500%
|
|
I-A2
|
LTI-A2
|
0.300%
|
0.600%
|
|
II-A1
|
LTII-A1
|
0.110%
|
0.220%
|
|
II-A2
|
LTII-A2
|
0.250%
|
0.500%
|
|
II-A3
|
LTII-A3
|
0.380%
|
0.760%
|
|
M-1
|
LTM1
|
0.460%
|
0.690%
|
|
M-2
|
LTM2
|
0.480%
|
0.720%
|
|
M-3
|
LTM3
|
0.500%
|
0.750%
|
|
M-4
|
LTM4
|
0.620%
|
0.930%
|
|
M-5
|
LTM5
|
0.650%
|
0.975%
|
|
M-6
|
LTM6
|
0.700%
|
1.050%
|
|
M-7
|
LTM7
|
1.200%
|
1.800%
|
|
M-8
|
LTM8
|
1.400%
|
2.100%
|
|
M-9
|
LTM9
|
1.850%
|
2.775%
|
|
B-1
|
LTB1
|
2.750%
|
4.125%
|
|
B-2
|
LTB2
|
2.750%
|
4.125%
|
|
B-3
|
LTB3
|
2.750%
|
4.125%
|
|
B-4
|
LTB4
|
2.750%
|
4.125%
|
|
B-5
|
LTB5
|
2.750%
|
4.125%
|
__________
|
(1)
|
For the Accrual Period for each
Distribution Date on or prior to the Optional Termination
Date.
|
|
(2)
|
For each other Accrual
Period.
|
|
“Certificate Owner”:
With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate Principal
Balance”: With respect to any Class of Regular Certificates
(other than the Class C Certificates) immediately prior to any
Distribution Date, will be equal to the Initial Certificate
Principal Balance thereof plus any Subsequent Recoveries added to
the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case
of a Mezzanine Certificate or Class B Certificate, Realized Losses
allocated thereto on all prior Distribution Dates. With respect to
the Class C Certificates as of any date of determination, an amount
equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests
over (B) the then aggregate Certificate Principal Balance of the
Floating Rate Certificates and the Class P Certificates then
outstanding.
“Certificate Register”
and “Certificate Registrar”: The register maintained
and registrar appointed pursuant to Section 5.02 hereof.
“Class”: Collectively,
Certificates which have the same priority of payment and bear the
same class designation and the form of which is identical except
for variation in the Percentage Interest evidenced
thereby.
“Class I-A1
Certificate”: Any one of the Class I-A1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class I-A2
Certificate”: Any one of the Class I-A2 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class II-A1
Certificate”: Any one of the Class II-A1 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-3, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
2.
“Class II-A2
Certificate”: Any one of the Class II-A2 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-4, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
2.
“Class II-A3
Certificate”: Any one of the Class II-A3 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-5, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
2.
“Class A Certificates”:
Any Class I-A1 Certificate, Class I-A2 Certificate, Class II-A1
Certificate, Class II-A2 Certificate or Class II-A3
Certificate.
“Class B Certificates”:
Any Class B-1 Certificate, Class B-2 Certificate, Class B-3
Certificate, Class B-4 Certificate or Class B-5
Certificate.
“Class B-1 Certificate”:
Any one of the Class B-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 5.
“Class B-1 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class B-1 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
The “Class B-1 Principal
Distribution Amount “ is an amount equal to the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date),
(v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal
Distribution Amount on
such Distribution Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates (after
taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (xi) the
Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 91.10% and (ii) the aggregate 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 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 Overcollateralization
Floor.
“Class B-2 Certificate”:
Any one of the Class B-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 6.
“Class B-2 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class B-2 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
The “Class B-2 Principal
Distribution Amount “ is an amount equal to the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date),
(v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the distribution of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account
the distribution of the Class B-1 Principal Distribution Amount on
such Distribution Date) and (xii) the Certificate Principal Balance
of the Class B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
93.50% and (ii) the aggregate 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 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 Overcollateralization Floor.
“Class B-3 Certificate”:
Any one of the Class B-3 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-17,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 7.
“Class B-3 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class B-3 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
The “Class B-3 Principal
Distribution Amount “ is an amount equal to the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date),
(v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the distribution of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account
the distribution of the Class B-1 Principal Distribution Amount on
such Distribution Date), (xii) the Certificate Principal Balance of
the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date) and (xiii) the Certificate Principal Balance of
the Class B-3 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 95.10% and (ii)
the aggregate 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 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
Overcollateralization Floor.
“Class B-4 Certificate”:
Any one of the Class B-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-18,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 8.
“Class B-4 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class B-4 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
The “Class B-4 Principal
Distribution Amount “ is an amount equal to the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into
account the distribution of the
Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date),
(v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the distribution of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account
the distribution of the Class B-1 Principal Distribution Amount on
such Distribution Date), (xii) the Certificate Principal Balance of
the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (xiii) the Certificate Principal Balance of the
Class B-3 Certificates (after taking into account the distribution
of the Class B-3 Principal Distribution Amount on such Distribution
Date) and (xiv) the Certificate Principal Balance of the Class B-4
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 97.00% and (ii) the aggregate
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
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
Overcollateralization Floor.
“Class B-5 Certificate”:
Any one of the Class B-5 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-19,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 9.
“Class B-5 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class B-5 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
The “Class B-5 Principal
Distribution Amount “ is an amount equal to the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date),
(v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the
distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the distribution of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account
the distribution of the Class B-1 Principal Distribution Amount on
such Distribution Date), (xii) the Certificate Principal Balance of
the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (xiii) the Certificate Principal Balance of the
Class B-3 Certificates (after taking into account the distribution
of the Class B-3 Principal Distribution Amount on such Distribution
Date), (xiv) the Certificate Principal Balance of the Class B-4
Certificates (after taking into account the distribution of the
Class B-4 Principal Distribution Amount on such Distribution Date)
and (xv) the Certificate Principal Balance of the Class B-5
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 99.00% and (ii) the aggregate
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
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
Overcollateralization Floor.
“Class C Certificates”:
Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-20,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 10.
“Class C Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-1 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 59.00% and (ii) the 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 related Overcollateralization
Floor.
“Class M-2 Certificate”:
Any one of the Class M-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-2 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 66.20% and (ii) 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 related
Overcollateralization Floor.
“Class M-3 Certificate”:
Any one of the Class M-3 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-3 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 71.10% and (ii) 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 related
Overcollateralization Floor.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-4 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) (iv) the Certificate
Principal Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (iv) the Certificate Principal Balance of
the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 74.70% and (ii)
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
related Overcollateralization Floor.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-5 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) 78.20% and (ii) 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 related Overcollateralization
Floor.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-6 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the distribution
of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 81.30% and (ii) 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 related
Overcollateralization Floor.
“Class M-7 Certificate”:
Any one of the Class M-7 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.
“Class M-7 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the distribution of the Class M-5 Principal Distribution Amount on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of
the Class M-7 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 84.50% and (ii)
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
related Overcollateralization Floor.
“Class M-8 Certificate”:
Any one of the Class M-8 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“Class M-8 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class M-8 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
“Class M-8 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1
Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the distribution
of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the
Class M-4 Principal Distribution Amount on such Distribution Date),
(vi) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount on such Distribution Date),
(vii) the Certificate Principal Balance of the Class M-6
Certificates (after taking into account the distribution of the
Class M-6 Principal Distribution Amount on such Distribution Date),
(viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the distribution of the
Class M-7 Principal Distribution Amount on such Distribution Date)
and (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 87.00% and (ii) 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
related Overcollateralization Floor.
“Class M-9 Certificate”:
Any one of the Class M-9 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 4.
“Class M-9 Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class M-9 Certificates, evidencing a
Regular Interest in REMIC 2 for purposes of the REMIC
Provisions.
“Class M-9 Principal
Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the distribution of the Class M-5 Principal Distribution Amount on
such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7 Certificates (after taking into account the distribution
of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates (after taking into account the distribution of the
Class M-8 Principal Distribution Amount on such Distribution Date)
and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 89.10% and (ii) 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 related Overcollateralization
Floor.
“Class P Certificate”:
Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-21,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 11.
“Class P 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 2 for purposes of the REMIC
Provisions.
“Class R Certificate”:
The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-22 and evidencing the ownership of
the Class R-1 Interest and the Class R-2 Interest.
“Class R-1 Interest”:
The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”:
The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”:
The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”:
The uncertificated Residual Interest in REMIC 4.
“Class R-5 Interest”:
The uncertificated Residual Interest in REMIC 5.
“Class R-6 Interest”:
The uncertificated Residual Interest in REMIC 6.
“Class R-7 Interest”:
The uncertificated Residual Interest in REMIC 7.
“Class R-8 Interest”:
The uncertificated Residual Interest in REMIC 8.
“Class R-9 Interest”:
The uncertificated Residual Interest in REMIC 9.
“Class R-10 Interest”:
The uncertificated Residual Interest in REMIC 10.
“Class R-11 Interest”:
The uncertificated Residual Interest in REMIC 11.
“Class R-X Certificate”:
The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-23 and
evidencing the ownership of the Class R-3 Interest, the Class R-4
Interest, the Class R-5 Interest, the Class R-6 Interest, the Class
R-7 Interest, the Class R-8 Interest, the Class R-9 Interest, the
Class R-10 Interest and the Class R-11 Interest.
“Close of Business”: As
used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing Date”: July 28,
2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collection Account”:
The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled
“Deutsche Bank National Trust Company, as Trustee, in trust
for registered Holders of Fremont Home Loan Trust 2005-2,
Asset-Backed Certificates, Series 2005-2,” which must be an
Eligible Account.
“Compensating Interest”:
As defined in Section 3.24 hereof.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee
at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office
at the date of the execution of this instrument is located at 1761
East St. Andrew Place, Santa Ana, CA 92705-4934, or at such other
address as the Trustee may designate from time to time by notice to
the Certificateholders, the Depositor, the Servicer, the Originator
and the Seller.
“Corresponding
Certificate”: With respect to each REMIC 1 Regular Interest
set forth below, the corresponding Regular Certificate set forth in
the table below:
|
|
|
|
LTIA1
|
Class I-A1
|
|
LTIA2
|
Class I-A2
|
|
LTIIA1
|
Class II-A1
|
|
LTIIA2
|
Class II-A2
|
|
LTIIA3
|
Class II-A3
|
|
LTM1
|
Class M-1
|
|
LTM2
|
Class M-2
|
|
LTM3
|
Class M-3
|
|
LTM4
|
Class M-4
|
|
LTM5
|
Class M-5
|
|
LTM6
|
Class M-6
|
|
LTM7
|
Class M-7
|
|
LTM8
|
Class M-8
|
|
LTM9
|
Class M-9
|
|
LTB1
|
Class B-1
|
|
LTB2
|
Class B-2
|
|
LTB3
|
Class B-3
|
|
LTB4
|
Class B-4
|
|
LTB5
|
Class B-5
|
|
LTP
|
Class P
|
“Credit 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 Mezzanine
Certificates, the Class B Certificates and the Class C
Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage, calculated prior to taking into
account payments of principal on the Mortgage Loans and
distribution of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount to the Holders of the
Certificates then entitled to distributions of principal on such
Distribution Date.
“Cumulative Loss
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date
to the last day of the preceding calendar month and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Custodian”: Deutsche
Bank National Trust Company, as custodian of the Mortgage Files, or
any successor thereto.
“Cut-off Date”: With
respect to each Mortgage Loan, July 1, 2005.
“Cut-off Date Principal
Balance”: With respect to any Mortgage Loan, the unpaid
Stated Principal Balance thereof as of the Cut-off Date of such
Mortgage Loan (or as of the applicable date of substitution with
respect to a Qualified Substitute Mortgage Loan), after giving
effect to scheduled payments due on or before the Cut-off Date,
whether or not received.
“Debt Service
Reduction”: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction resulting from a Deficient
Valuation.
“Deficient Valuation”:
With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding Stated Principal Balance of
the Mortgage Loan, which valuation results from a proceeding
initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c)
hereof.
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced by one or more Qualified
Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage
obtained by dividing (x) the aggregate Stated Principal Balance of
Mortgage Loans that are Delinquent 60 days or more (including
Mortgage Loans that are in foreclosure, that have been converted to
REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) by (y) the aggregate Principal
Balance of the Mortgage Loans, in each case, as of the last day of
the previous calendar month.
“Delinquent”: With
respect to any Mortgage Loan and related Monthly Payment, the
Monthly Payment due on a Due Date which is not made by the Close of
Business on the next scheduled Due Date for such Mortgage Loan. For
example, a Mortgage Loan is 60 or more days Delinquent if the
Monthly Payment due on a Due Date is not made by the Close of
Business on the second scheduled Due Date after such Due
Date.
“Depositor”: Financial
Asset Securities Corp., a Delaware corporation, or any successor in
interest.
“Depository”: The
initial Depository shall be The Depository Trust Company, whose
nominee is Cede & Co., or any other organization registered as
a “clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall
initially be the registered Holder of the Book-Entry Certificates.
The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
“Depository
Participant”: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited
with the Depository.
“Determination Date”:
With respect to any Distribution Date, the 15 th day of
the calendar month in which such Distribution Date occurs or, if
such 15 th day is not a Business Day, the Business Day
immediately preceding such 15 th day.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
the REMIC other than through an Independent Contractor; provided,
however, that the Trustee (or the Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the 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”: A “disqualified organization”
under Section 860E of the Code, which as of the Closing Date is any
of: (i) the United States, any state or political subdivision
thereof, any foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (ii) any
organization (other than a cooperative described in Section 521 of
the Code) which is exempt from the tax imposed by Chapter 1 of the
Code unless such organization is subject to the tax imposed by
Section 511 of the Code, (iii) any organization described in
Section 1381(a)(2)(C) of the Code or (iv) an “electing large
partnership” within the meaning of Section 775 of the Code. A
corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof, if all of
its activities are subject to tax and, a majority of its board of
directors is not selected by a governmental unit. The term
“United States”, “state” and
“international organizations” shall have the meanings
set forth in Section 7701 of the Code.
“Distribution Account”:
The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, Deutsche Bank National Trust Company,
as Trustee, in trust for the registered Certificateholders of
Fremont Home Loan Trust 2005-2, Asset-Backed Certificates, Series
2005-2” and which must be an Eligible Account.
“Distribution Date”: The
25 th day of any calendar month, or if such 25
th day is not a Business Day, the Business Day
immediately following such 25 th day, commencing in
August 2005.
“Due Date”: With respect
to each Mortgage Loan and any Distribution Date, the first day of
the calendar month in which such Distribution Date occurs on which
the Monthly Payment for such Mortgage Loan was due (or, in the case
of any Mortgage Loan under the terms of which the Monthly Payment
for such Mortgage Loan was due on a day other than the first day of
the calendar month in which such Distribution Date occurs, the day
during the related Due Period on which such Monthly Payment was
due), exclusive of any days of grace.
“Due Period”: With
respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
“Eligible Account”: Any
of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal
subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated A-1+ by S&P, F-1
by Fitch and P-1 by Moody’s (or comparable ratings if
S&P, Fitch and Moody’s are not the Rating Agencies) at
the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC up
to the insured amount, (iii) a trust account or accounts
maintained
with the trust department of a
federal or state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity or
(iv) an account otherwise acceptable to each Rating Agency without
reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to
the Trustee and the NIMS Insurer. Eligible Accounts may bear
interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“Escrow Payments”: The
amounts constituting ground rents, taxes, assessments, water rates,
fire and hazard insurance premiums and other payments required to
be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.
“Excess Overcollateralized
Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date, assuming that
100% of the Principal Remittance Amount is applied as a principal
payment on such Distribution Date over (ii) the
Overcollateralization Target Amount for such Distribution
Date.
“Extra Principal Distribution
Amount”: With respect to any Distribution Date, the lesser of
(x) the Monthly Interest Distributable Amount payable on the Class
C Certificates on such Distribution Date as reduced by Realized
Losses allocated thereto with respect to such Distribution Date
pursuant to Section 4.08 and (y) the Overcollateralization
Deficiency Amount for such Distribution Date.
“Fannie Mae”: 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 Originator or the Servicer pursuant to or as
contemplated by Section 2.03, 3.16(c) or 10.01), a determination
made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer, in
its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each
Final Recovery Determination made thereby.
“Fitch”: Fitch Ratings,
or its successor in interest.
“Fixed-Rate Mortgage
Loan”: A first lien or second lien Mortgage Loan which
provides for a fixed Mortgage Rate payable with respect thereto.
The Fixed-Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Floating Rate
Certificates”: Any Class A Certificate, Mezzanine Certificate
or Class B Certificate.
“Formula Rate”: For any
Distribution Date and any Class of the Floating Rate Certificates,
the lesser of (i) the Base Rate and (ii) the Maximum Cap
Rate.
“Freddie Mac”: The
Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Gross Margin”: With
respect to each Adjustable-Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
“Group I Allocation
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i)
the Group I Principal Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the Principal Remittance
Amount for such Distribution Date.
“Group I Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the Group I Principal Remittance Amount for such Distribution
Date.
“Group I Certificates”:
Any Class I-A1 Certificate or Class I-A2 Certificate.
“Group I Interest Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to
interest received or advanced with respect to the Group I Mortgage
Loans.
“Group I Mortgage Loan”:
A Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance at origination that conforms to Fannie Mae and Freddie Mac
loan limits. The aggregate principal balance of the Group I
Mortgage Loans as of the Cut-off Date is equal to
$366,575,083.12.
“Group I Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group I Basic Principal Distribution Amount for
such Distribution Date and (ii)(a) the Extra Principal Distribution
Amount for such Distribution Date multiplied by (b) the Group I
Allocation Percentage.
“Group I Principal Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Funds equal to the sum of (i) each scheduled
payment of principal collected or advanced on the Group I Mortgage
Loans by the Servicer that were due during the related Due Period,
(ii) the principal portion of all partial and full Principal
Prepayments of the Group I Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion
of all related Net Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received during the related Prepayment Period
with respect to the Group I Mortgage Loans, (iv) that portion of
the Purchase Price, representing principal of any repurchased Group
I Mortgage Loan, deposited to the Collection Account during the
related Prepayment Period, (v) the principal portion of any related
Substitution Adjustments deposited in the Collection Account during
the related Prepayment Period with respect to the Group I Mortgage
Loans and (vi) on the Distribution Date on which the Trust Fund is
to be terminated pursuant to Section 10.01, that portion of the
Termination Price, in respect of principal on the Group I Mortgage
Loans.
“Group I Senior Principal
Distribution Amount”: The excess of (x) the Certificate
Principal Balance of the Group I Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of
(i) 48.50% 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 related Overcollateralization
Floor.
“Group II Allocation
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i)
the Group II Principal Remittance Amount for such Distribution
Date, and the denominator of which is (ii) the Principal Remittance
Amount for such Distribution Date.
“Group II Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the Group II Principal Remittance Amount for such Distribution
Date.
“Group II Certificates”:
Any Class II-A1 Certificate, Class II-A2 Certificate or Class II-A3
Certificate.
“Group II Interest Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to
interest received or advanced with respect to the Group II Mortgage
Loans.
“Group II Mortgage
Loan”: A Mortgage Loan assigned to Loan Group II with a
Stated Principal Balance at origination that may or may not conform
to Fannie Mae and Freddie Mac loan limits. The aggregate principal
balance of the Group II Mortgage Loans as of the Cut-off Date is
equal to $395,687,863.79.
“Group II Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group II Basic Principal Distribution Amount for
such Distribution Date and (ii)(a) the Extra Principal Distribution
Amount for such Distribution Date multiplied by (b) the Group II
Allocation Percentage.
“Group II Principal Remittance
Amount”: With respect to any Distribution Date, that portion
of Available Funds equal to the sum of (i) each scheduled payment
of principal collected or advanced on the Group II Mortgage Loans
by the Servicer that were due during the related Due Period, (ii)
the principal portion of all partial and full Principal Prepayments
of the Group II Mortgage Loans applied by the Servicer during the
related Prepayment Period, (iii) the principal portion of all
related Net Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries received during the related Prepayment Period with
respect to the Group II Mortgage Loans, (iv) that portion of the
Purchase Price, representing principal of any repurchased Group II
Mortgage Loan, deposited to the Collection Account during the
related Prepayment Period, (v) the principal portion of any related
Substitution Adjustments deposited in the Collection Account during
the related Prepayment Period with respect to the Group II Mortgage
Loans and (vi) on the Distribution Date on which the Trust Fund is
to be terminated pursuant to Section 10.01, that portion of the
Termination Price, in respect of principal on the Group II Mortgage
Loans.
“Group II Senior Principal
Distribution Amount”: The excess of (x) the aggregate
Certificate Principal Balance of the Group II Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 48.50% 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 related Overcollateralization Floor.
“Highest Priority”: As
of any date of determination, the Class of Mezzanine Certificates
or Class B 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 of
decreasing priority: Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class M-4 Certificates, Class
M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates, Class M-9 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates, Class
B-4 Certificates and Class B-5 Certificates.
“Indenture”: An
indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R
Certificates (or any portion thereof) which may or may not be
guaranteed by the NIMS Insurer.
“Independent”: When used
with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor or the Servicer or any Affiliate thereof, and (c) is not
connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the
Depositor or the Servicer or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Servicer or any Affiliate
thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer)
that would be an “independent contractor” with respect
to any of the REMICs created hereunder within the meaning of
Section 856(d)(3) of the Code if such 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 each such REMIC does not receive or derive any income
from such Person and provided that the relationship between such
Person and such 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 Servicer) if the Trustee has received
an Opinion of Counsel to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of
such REO Property to fail to qualify as Rents from Real
Property.
“Index”: With respect to
each Adjustable-Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial Certificate Principal
Balance”: With respect to any Regular Certificate, the amount
designated “Initial Certificate Principal Balance” on
the face thereof.
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy covering a Mortgage Loan, to the extent such proceeds are
received by the Servicer and are not to be applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Servicer would
follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage.
“Interest Determination
Date”: With respect to the Floating Rate Certificates and
each Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received subsequent to
the Determination Date immediately following any related 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 on a contractual
basis for such Due Period and not previously recovered.
“LIBOR”: With respect to
each Accrual Period, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the London
interbank offered rate for one-month
United States dollar deposits, as
such rate appears on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such Interest Determination Date. If such rate
does not appear on Telerate Page 3750, the rate for such Interest
Determination Date will be determined on the basis of the offered
rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. The Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its
rate. On such Interest Determination Date, LIBOR for the related
Accrual Period will be established by the Trustee as
follows:
(i) If
on such Interest Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Accrual
Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 1/16
of 1%); and
(ii) If
on such Interest Determination Date fewer than two Reference Banks
provide such offered quotations, LIBOR for the related Accrual
Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest
Rate.
“LIBOR Business Day”:
Any day on which banks in London, England and The City of New York
are open and conducting transactions in foreign currency and
exchange.
“Liquidated Mortgage
Loan”: As to any Distribution Date, any Mortgage Loan in
respect of which the Servicer has determined, in accordance with
the servicing procedures specified herein, as of the end of the
related Prepayment Period, that all Liquidation Proceeds which it
expects to recover with respect to the liquidation of the Mortgage
Loan or disposition of the related REO Property have been
recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full, (ii) a Final Recovery
Determination is made as to such Mortgage Loan or (iii) such
Mortgage Loan is removed from the Trust Fund by reason of its being
purchased, sold or replaced pursuant to or as contemplated by
Section 2.03, Section 3.16(c) or Section 10.01. With respect to any
REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property or (ii) such REO
Property is removed from the Trust Fund by reason of its being sold
or purchased pursuant to Section 3.23 or Section 10.01.
“Liquidation Proceeds”:
The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer
in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan by
means of 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 10.01.
“Loan-to-Value Ratio”:
As of any date and as to any Mortgage Loan, the fraction, expressed
as a percentage, the numerator of which is the Principal Balance of
the Mortgage Loan and the denominator of which is the Value of the
related Mortgaged Property.
“Loan Group”: Either
Loan Group I or Loan Group II, as the context requires.
“Loan Group I”: The
group of Mortgage Loans identified in the Mortgage Loan Schedule as
having been assigned to Loan Group I.
“Loan Group II”: The
group of Mortgage Loans identified in the Mortgage Loan Schedule as
having been assigned to Loan Group II.
“Losses”: As defined in
Section 9.03.
“Lost Note Affidavit”:
With respect to any Mortgage Loan as to which the original Mortgage
Note has been permanently lost, misplaced or destroyed and has not
been replaced, an affidavit from the Originator certifying that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and
indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing
at least 51% of the Voting Rights.
“Marker Rate”: With
respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular
Interest LTI-A1, REMIC 1 Regular Interest LTI-A2, REMIC 1 Regular
Interest LTII-A1, REMIC 1 Regular Interest LTII-A2, REMIC 1 Regular
Interest LTII-A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular
Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular
Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular
Interest LTB1, REMIC 1 Regular Interest LTB2, REMIC 1 Regular
Interest LTB3, REMIC 1 Regular Interest LTB4, REMIC 1 Regular
Interest LTB5 and REMIC 1 Regular Interest LTZZ, with the rate on
each such REMIC 1 Regular Interest (other than REMIC 1 Regular
Interest LTZZ) subject to a cap equal to the lesser of (i) LIBOR
plus the related Certificate Margin for the related Corresponding
Certificate and (ii) the Net WAC Rate for the purpose of this
calculation and with the rate on REMIC 1 Regular Interest LTZZ
subject to a cap of zero for the purpose of this calculation;
provided, however, that for this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and the related caps with
respect to each such REMIC 1 Regular Interest (other than REMIC 1
Regular Interest LTZZ) shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Accrual
Period and the denominator of which is
30.
“Master Agreement”: The
Master Mortgage Loan Purchase and Interim Servicing Agreement,
dated March 1, 2004, between the Originator and the
Seller.
“Maximum Cap Rate”: For
any Distribution Date and any Class of the Floating Rate
Certificates, a per annum rate equal to the product of (x) the
weighted average of the Adjusted Net Maximum Mortgage Rates of the
Mortgage Loans, weighted on the basis of the outstanding Principal
Balances of the Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date 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.
“Maximum Uncertificated
Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1
Regular Interest LTZZ for such Distribution Date on a balance equal
to the Uncertificated Principal Balance of REMIC 1 Regular Interest
LTZZ minus the REMIC 1 Overcollateralization Amount, in each case
for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 1 Regular Interest LTI-A1, REMIC 1
Regular Interest LTI-A2, REMIC 1 Regular Interest LTII-A1, REMIC 1
Regular Interest LTII-A2, REMIC 1 Regular Interest LTII-A3, REMIC 1
Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1
Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1
Regular Interest
LTM9, REMIC 1 Regular Interest LTB1,
REMIC 1 Regular Interest LTB2, REMIC 1 Regular Interest LTB3, REMIC
1 Regular Interest LTB4 and REMIC 1 Regular Interest LTB5 with the
rate on each such REMIC 1 Regular Interest subject to a cap equal
to the lesser of (i) LIBOR plus the related Certificate Margin for
the related Corresponding Certificate and (ii) the Net WAC Rate for
the purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 1 Pass-Through
Rate and the related caps with respect to each such REMIC 1 Regular
Interest shall be multiplied by a fraction, the numerator of which
is the actual number of days in the Accrual Period and the
denominator of which is 30.
“Maximum Mortgage Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“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 applicable Mortgage Loan, 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 Certificate”:
Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class
M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate and
Class M-9 Certificate.
“Minimum Mortgage Rate”:
With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“Monthly Interest
Distributable Amount”: With respect to any Class of the
Floating Rate Certificates and Class C Certificates and any
Distribution Date, the amount of interest accrued during the
related Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance (or Notional Amount in the case of
the Class C Certificates) of such Class immediately prior to such
Distribution Date, in each case, reduced by any Net Prepayment
Interest Shortfalls, Relief Act Interest Shortfalls.
“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, (ii) any modifications to a Mortgage Loan pursuant
to Section 3.07 and (iii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by the Servicer pursuant to clause (ii) of 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 or
second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The
mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part
of the Trust Fund, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.
“Mortgage Loan
Schedule”: As of any date, the list of Mortgage Loans
included in REMIC 1 on such date, separately identifying the Group
I Mortgage Loans and the Group II Mortgage Loans, attached hereto
as Exhibit D. The Mortgage Loan Schedule shall be prepared by the
Seller and shall set forth the following information with respect
to each Mortgage Loan, as applicable:
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(1)
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the Mortgage Loan identifying
number;
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(2)
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[reserved];
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(3)
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the state and zip code of the
Mortgaged Property;
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(4)
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a code indicating whether the
Mortgaged Property was represented by the borrower, at the time of
origination, as being owner-occupied;
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(5)
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the type of Residential Dwelling
constituting the Mortgaged Property;
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(6)
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the original months to
maturity;
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(7)
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the stated remaining months to
maturity from the Cut-off Date based on the original amortization
schedule;
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(8)
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the Loan-to-Value Ratio at
origination;
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(9)
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the Mortgage Rate in effect
immediately following the Cut-off Date;
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(10)
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the date on which the first Monthly
Payment was due on the Mortgage Loan;
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(11)
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the stated maturity date;
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(12)
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the amount of the Monthly Payment at
origination;
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(13)
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the amount of the Monthly Payment
due on the first Due Date after the Cut- off Date;
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(14)
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the last Due Date on which a Monthly
Payment was actually applied to the unpaid Stated Principal
Balance;
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(15)
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the original principal amount of the
Mortgage Loan;
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(16)
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the Stated Principal Balance of the
Mortgage Loan as of the Close of Business on the Cut-off
Date;
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(17)
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a code indicating the purpose of the
Mortgage Loan (i.e., purchase financing, rate/term refinancing,
cash-out refinancing);
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(18)
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the Mortgage Rate at
origination;
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(19)
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a code indicating the documentation
program (i.e., full documentation, limited income verification, no
income verification, alternative income verification);
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(20)
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the risk grade;
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(21)
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the Value of the Mortgaged
Property;
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(22)
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the sale price of the Mortgaged
Property, if applicable;
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(23)
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the actual unpaid principal balance
of the Mortgage Loan as of the Cut-off Date;
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(24)
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the type and term of the related
Prepayment Charge;
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(25)
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with respect to any Adjustable-Rate
Mortgage Loan, the rounding code, the minimum Mortgage Rate, the
maximum Mortgage Rate, the Gross Margin, the next Adjustment Date
and the Periodic Rate Cap;
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(26)
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the program code;
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(27)
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the Loan Group;
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(28)
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the lien priority; and
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(29)
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the Mortgage Identifying Number, if
applicable.
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The Mortgage Loan Schedule shall set
forth the following information, with respect to the Mortgage Loans
in the aggregate and for each Loan Group as of the Cut-off Date:
(1) the number of Mortgage Loans (separately identifying the number
of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate
Mortgage Loans); (2) the current Principal Balance of the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans
and (4) the weighted average remaining term to maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by the Servicer 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. On the Closing Date, the Depositor will
deliver to the Servicer, as of the Cut-off Date, an electronic copy
of the Mortgage Loan Schedule.
“Mortgage Note”: The
original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The
pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With
respect to each Fixed-Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable-Rate
Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions
of the related Mortgage Note, which rate (A) as of any date of
determination until the first Adjustment Date following the Cut-off
Date shall be the rate set forth in the Mortgage Loan Schedule as
the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date, to equal the
sum, rounded to the next highest or nearest 0.125% (as provided in
the Mortgage Note), of the Index, determined as set forth in the
related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to
each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan
became an REO Property.
“Mortgaged Property”:
The underlying property securing a Mortgage Loan, including any REO
Property, consisting of a fee simple estate in a parcel of real
property improved by a Residential Dwelling.
“Mortgagor”: The obligor
on a Mortgage Note.
“Net Liquidation
Proceeds”: With respect to any Liquidated Mortgage Loan or
any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds and Insurance Proceeds
net of Advances, Servicing Advances, Servicing Fees and any other
accrued and unpaid servicing fees or ancillary income received and
retained in connection with the liquidation of such Mortgage Loan
or Mortgaged Property.
“Net Monthly Excess
Cashflow”: With respect to each Distribution Date, the excess
of (x) Available Funds for such Distribution Date over (y) the sum
for such Distribution Date of (A) the Monthly Interest
Distributable Amounts for the Floating Rate Certificates, (B) the
Unpaid Interest Shortfall Amounts for the Class A Certificates and
(C) the Principal Remittance Amount.
“Net 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
Servicing Fee Rate.
“Net Prepayment Interest
Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date
over the related Compensating Interest.
“Net WAC Rate”: For any
Distribution Date and any Class of the Floating Rate Certificates,
a per annum rate equal to the product of (x) the weighted average
of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted
on the basis of the outstanding Principal Balances of the Mortgage
Loans as of the first day of the month preceding the month of such
Distribution Date and (y) a fraction, the numerator of which is 360
and the denominator of which is the actual number of days elapsed
in the related Accrual Period. For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted
average of the REMIC 1 Pass-Through Rates on the REMIC 1 Regular
Interests, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC 1 Regular Interest.
“Net WAC Rate Carryover
Amount”: With respect to any Class of the Floating Rate
Certificates and any Distribution Date, the sum of (A) the positive
excess of (i) the amount of interest
accrued on such Class of
Certificates on such Distribution Date 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 Net WAC Rate Carryover Amount for the previous
Distribution Date not previously paid, together with interest
thereon at a rate equal to the related Formula Rate for the most
recently ended Accrual Period.
“Net WAC Rate Carryover
Reserve Account”: The account established and maintained
pursuant to Section 3.28.
“New Lease”: Any lease
of REO Property entered into on behalf of the Trust, including any
lease renewed or extended on behalf of the Trust if the Trust has
the right to renegotiate the terms of such lease.
“NIMS Insurer”: Any
insurer that is guaranteeing certain payments under notes secured
by collateral which includes all of a protion of the Class C
Certificates, the Class P Certificates and/or the Residual
Certificates.
“Nonrecoverable
Advance”: Any Advance or Servicing 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 Servicer, will not
be ultimately recoverable from Late Collections, Insurance
Proceeds, Liquidation Proceeds or condemnation proceeds on such
Mortgage Loan or REO Property as provided herein.
“Notional Amount”:
Immediately prior to any Distribution Date with respect to the
Class C Interest, the aggregate of the Uncertificated Principal
Balances of REMIC 1 Regular Interests (other than REMIC 1 Regular
Interest LTP).
“Offered Certificates”:
The Group II Certificates, the Class M-1 Certificates, the Class
M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6
Certificates and the Class M-7 Certificates offered to the public
pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice
president (however denominated), or by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Servicer, the Seller or the Depositor, as
applicable.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to
the Trustee, except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the
REMIC Provisions must be an opinion of Independent
counsel.
“Optional Termination
Date”: The first Distribution Date on which the Terminator
may opt to terminate the Trust Fund pursuant to Section
10.01.
“Original Class Certificate
Principal Balance”: With respect to the Floating Rate
Certificates, the Class C Certificates, the Class C Interest, the
Class P Certificates and the Class P Interest, the corresponding
amounts set forth opposite such Class above in the Preliminary
Statement.
“Originator”: Fremont
Investment & Loan, a state chartered industrial bank
headquartered in Anaheim, California, or its successor in
interest.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date,
the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution
Date (assuming that 100% of the Principal Remittance Amount is
applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: With respect to the Group I Senior Principal
Distribution Amount, $1,832,875. With respect to the Group II
Senior Principal Distribution Amount, $1,978,439. With respect to
each of the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution
Amount, the Class M-7 Principal Distribution Amount, the Class M-8
Principal Distribution Amount, the Class M-9 Principal Distribution
Amount, the Class B-1 Principal Distribution Amount, the Class B-2
Principal Distribution Amount, the Class B-3 Principal Distribution
Amount, the Class B-4 Principal Distribution Amount and the Class
B-5 Principal Distribution Amount, $3,811,315.
“Overcollateralization Target
Amount”: With respect to any Distribution Date, 0.50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans.
Notwithstanding the foregoing, on and after any Distribution Date
following the reduction of the aggregate Certificate Principal
Balance of the Floating Rate Certificates to zero, the
Overcollateralization Target Amount shall be zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i)
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 (ii)
the sum of the aggregate Certificate Principal Balance of the
Floating Rate Certificates and the Class P Certificates as of such
Distribution Date after giving effect to distributions to be made
on such Distribution Date.
“Ownership Interest”: As
to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”:
With respect to any Class of the Floating Rate Certificates and any
Distribution Date, the lesser of (x) the related Formula Rate for
such Distribution Date and (y) the Net WAC Rate for such
Distribution Date. With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is (x) the sum of
(i) 100% of the interest on REMIC 1 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 1 Regular
Interest listed in clause (y) at a rate equal to the related
Uncertificated REMIC 1 Pass-Through Rate minus the Marker Rate and
the denominator of which is (y) the aggregate Uncertificated
Balance of REMIC 1 Regular Interests LTAA, LTIA1, LTIA2, LTIIA1,
LTAII2, LTAIIA3, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
LTM9, LTB1, LTB2, LTB3, LTB4, LTB5 and LTZZ.
With respect to the Class C
Certificates, 100% of the interest distributable to the Class C
Interest, expressed as a per annum rate.
“Paying Agent”: Any
paying agent appointed pursuant to Section 5.05.
“Percentage Interest”:
With respect to any Certificate (other than a Residual
Certificate), a fraction, expressed as a percentage, the numerator
of which is the Initial Certificate Principal Balance represented
by such Certificate and the denominator of which is the Original
Class Certificate Principal
Balance of the related Class. With
respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face
of such Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.
“Periodic Rate Cap”:
With respect to each Adjustable-Rate Mortgage Loan and any
Adjustment Date therefor, the fixed percentage set forth in the
related Mortgage Note, which is the maximum amount by which the
Mortgage Rate for such Mortgage Loan may increase or decrease
(without regard to the Maximum Mortgage Rate or the Minimum
Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect immediately prior to such Adjustment Date.
“Permitted Investments”:
Any one or more of the following obligations or securities acquired
at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the NIMS Insurer,
the Trustee or any of their respective Affiliates or for which an
Affiliate of the NIMS Insurer or Trustee serves as an
advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United
States;
(ii) (A)
demand and time deposits in, certificates of deposit of,
bankers’ acceptances issued by or federal funds sold by any
depository institution or trust company (including the Trustee or
its agent acting in their respective commercial capacities)
incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment,
such depository institution or trust company (or, if the only
Rating Agency is S&P, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its
ultimate parent has a short-term uninsured debt rating in one of
the two highest available ratings of Moody’s and the highest
available rating category of Fitch and S&P and provided that
each such investment has an original maturity of no more than 365
days; and provided further that, if the only Rating Agency is
S&P and if the depository or trust company is a principal
subsidiary of a bank holding company and the debt obligations of
such subsidiary are not separately rated, the applicable rating
shall be that of the bank holding company; and, provided further
that, if the original maturity of such short- term obligations of a
domestic branch of a foreign depository institution or trust
company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of S&P if S&P is the
Rating Agency; and (B) any other demand or time deposit or deposit
which is fully insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any
security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) rated
F-1+ or higher by Fitch, P-1 by Moody’s and rated A-1+ or
higher by S&P, provided, however, that collateral transferred
pursuant to such repurchase obligation must be of the type
described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest, (B) pursuant to such
valuation, be equal, at all times, to 105%
of the cash transferred by the
Trustee in exchange for such collateral and (C) be delivered to the
Trustee or, if the Trustee is supplying the collateral, an agent
for the Trustee, in such a manner as to accomplish perfection of a
security interest in the collateral by possession of certificated
securities;
(iv) securities
bearing interest or sold at a discount that are issued by any
corporation incorporated under the laws of the United States of
America or any State thereof and that are rated by S&P (and if
rated by any other Rating Agency, also by such other Rating Agency)
in its highest long-term unsecured rating category at the time of
such investment or contractual commitment providing for such
investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified
date not more than 30 days after the date of acquisition thereof)
that is rated by S&P (and if rated by any other Rating Agency,
also by such other Rating Agency) in its highest short-term
unsecured debt rating available at the time of such
investment;
(vi) units
of money market funds, including those money market funds managed
or advised by the Trustee or its Affiliates, that have been rated
“AAA” by Fitch (if rated by Fitch), “Aaa”
by Moody’s and “AAAm” or “AAAm-G” by
S&P; and
(vii) if
previously confirmed in writing to the Trustee, any other demand,
money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies in writing
as a permitted investment of funds backing securities having
ratings equivalent to its highest initial rating of the Class A
Certificates;
provided, that no instrument
described hereunder shall evidence either the right to receive (a)
only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at
par of the underlying obligations.
“Permitted Transferee”:
Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”: Any
individual, corporation, limited liability company, partnership,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
“Plan”: Any employee
benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans
and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements
are invested, that are subject to ERISA or Section 4975 of the
Code.
“Pool Balance”: As of
any date of determination, the aggregate Stated Principal Balance
of the Mortgage Loans in both Loan Groups as of such
date.
“Prepayment Assumption”:
As defined in the Prospectus Supplement.
“Prepayment Charge”:
With respect to any Mortgage Loan, the charges or premiums, if any,
due in connection with a full or partial Principal Prepayment of
such Mortgage Loan in accordance with the terms thereof (other than
any Servicer Prepayment Charge Payment Amount).
“Prepayment Charge
Schedule”: As of any date, the list of Prepayment Charges on
the Mortgage Loans included in the Trust Fund on such date,
attached hereto as Schedule I (including the prepayment charge
summary attached thereto). The Prepayment Charge Schedule shall set
forth the following information with respect to each Prepayment
Charge:
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(i)
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the Mortgage Loan identifying
number;
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(ii)
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a code indicating the type of
Prepayment Charge;
|
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(iii)
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the state of origination of the
related Mortgage Loan;
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(iv)
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the date on which the first monthly
payment was due on the related Mortgage Loan;
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(v)
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the term of the related Prepayment
Charge; and
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(vi)
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the principal balance of the related
Mortgage Loan as of the Cut-off Date.
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“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each
Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last
day of the calendar month preceding the month in which such
Distribution Date occurs, an amount equal to one month’s
interest at the Net Mortgage Rate on the Mortgage Loan less any
payments made by the Mortgagor. The obligations of the Servicer in
respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.
“Prepayment Period”:
With respect to any Distribution Date, the calendar month preceding
the calendar month in which such Distribution Date
occurs.
“Principal Balance”: As
to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all
collections credited against the Cut-off Date Principal Balance of
any such Mortgage Loan. For purposes of this definition, a
Liquidated Mortgage Loan shall be deemed to have a Principal
Balance equal to the Principal Balance of the related Mortgage Loan
as of the final recovery of related Liquidation Proceeds and a
Principal Balance of zero thereafter. As to any REO Property and
any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus
any REO Principal Amortization received with respect thereto on or
prior to such day.
“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or
months subsequent to the month of prepayment.
“Principal Remittance
Amount”: With respect to any Distribution Date, the sum of
the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount.
“Prospectus Supplement”:
That certain Prospectus Supplement dated July 26, 2005 relating to
the public offering of the Group II Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
M-4 Certificates, Class M-5 Certificates, Class M-6 Certificate and
Class M-7 Certificates.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased by the
Seller pursuant to or as contemplated by Section 2.03 or 10.01, and
as confirmed by an Officers’ Certificate from the Servicer to
the Trustee, an amount equal to the sum of (i) 100% of the
Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Servicer, which payment or advance
had as of the date of purchase been distributed pursuant to Section
4.01, through the end of the calendar month in which the purchase
is to be effected, and (y) an REO Property, the sum of (1) accrued
interest on such Principal Balance at the applicable Mortgage Rate
in effect from time to time from the Due Date as to which interest
was last covered by a payment by the Mortgagor or an advance by the
Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month
in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and
Advances that as of the date of purchase had been distributed as or
to cover REO Imputed Interest pursuant to Section 4.04, (iii) any
unreimbursed Servicing Advances and Advances and any unpaid
Servicing Fees allocable to such Mortgage Loan or REO Property,
(iv) any amounts previously withdrawn from the Collection Account
in respect of such Mortgage Loan or REO Property pursuant to
Section 3.23 and (v) in the case of a Mortgage Loan required to be
purchased pursuant to Section 2.03, expenses reasonably incurred or
to be incurred by the Servicer, the NIMS Insurer or the Trustee in
respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust
Fund in connection with any violation by such loan of any predatory
or abusive lending law. With respect to the Originator and any
Mortgage Loan or REO Property to be purchased pursuant to or as
contemplated by Section 2.03 or 10.01, and as confirmed by a
certificate of a Servicing Officer to the Trustee, an amount equal
to the amount set forth pursuant to the terms of the Master
Agreement.
“Qualified Insurer”: Any
insurance company acceptable to Fannie Mae.
“Qualified Substitute Mortgage
Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan by the Seller pursuant to the terms of this Agreement or the
Assignment Agreement which must, on the date of such substitution,
(i) have an outstanding Stated Principal Balance (or in the case of
a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate Stated Principal Balance), after
application of all scheduled payments of principal and interest due
during or prior to the month of substitution, not in excess of, and
not more than 5% less than, the outstanding Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a
Mortgage Rate not less than (and not more than one percentage point
in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii)
if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a Minimum Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a Gross Margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (vi) if the Qualified Substitute Mortgage
Loan is an Adjustable-Rate Mortgage Loan, have a next Adjustment
Date not more than two months later than the next Adjustment Date
on the Deleted Mortgage Loan, (vii) [reserved], (viii) have a
remaining term to maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan, (ix) be current
as of the date of substitution, (x) have a
Loan-to-Value Ratio as of the date
of substitution equal to or lower than the Loan-to-Value Ratio of
the Deleted Mortgage Loan as of such date, (xi) have a risk grading
determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xii) have been underwritten
or reunderwritten by the Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan,
(xiii) be a first lien mortgage loan if the Deleted Mortgage Loan
is a first lien mortgage loan; and (xiv) conform to each
representation and warranty assigned to the Depositor pursuant to
the Assignment Agreement applicable to the Deleted Mortgage Loan.
In the event that one or more mortgage loans are substituted for
one or more Deleted Mortgage Loans, the amounts described in clause
(i) hereof shall be determined on the basis of aggregate Stated
Principal Balances, the Mortgage Rates described in clauses (ii)
through (vi) hereof shall be satisfied for each such mortgage loan,
the risk gradings described in clause (x) hereof shall be satisfied
as to each such mortgage loan, the terms described in clause (viii)
hereof shall be determined on the basis of weighted average
remaining term to maturity (provided that no such mortgage loan may
have a remaining term to maturity longer than the Deleted Mortgage
Loan), the Loan-to-Value Ratios described in clause (x) hereof
shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and
warranties described in clause (xiv) hereof must be satisfied as to
each Qualified Substitute Mortgage Loan or in the aggregate, as the
case may be. With respect to the Originator, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of
the Master Agreement which must, on the date of such substitution
conform to the terms set forth in the Master Agreement.
“Rating Agency or Rating
Agencies”: Moody’s, Fitch and S&P or their
successors. If such agencies or their successors are no longer in
existence, “Rating Agencies” shall be such nationally
recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation
shall be given to the Trustee and Servicer.
“Realized Loss”: With
respect to any Liquidated Mortgage Loan, the amount of loss
realized equal to the portion of the Stated Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds
in respect of such Mortgage Loan. If the Servicer receives
Subsequent Recoveries with respect to any Mortgage Loan, the amount
of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.
“Record Date”: With
respect to (i) the Class P Certificates, the Class C Certificates
and the Residual Certificates, the Close of Business on the last
Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Floating Rate
Certificates, the Close of Business on the Business Day immediately
preceding the related Distribution Date; provided, however, that
following the date on which Definitive Certificates for any of the
Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive
Certificates shall be the last Business Day of the calendar month
preceding the month in which the related Distribution Date
occurs.
“Reference Banks”: Those
banks (i) with an established place of business in London, England,
(ii) not controlling, under the control of or under common control
with the Originator or the Servicer or any Affiliate thereof and
(iii) which have been designated as such by the Trustee after
consultation with the Depositor; provided, however, that if fewer
than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trustee after consultation with the Depositor which
are engaged in transactions in United States dollar deposits in the
international Eurocurrency market.
“Refinanced Mortgage
Loan”: A Mortgage Loan the proceeds of which were not used to
purchase the related Mortgaged Property.
“Regular Certificate”:
Any of the Floating Rate Certificates, Class C Certificates or
Class P Certificates.
“Relief Act”: The
Servicemembers Civil Relief Act, as amended.
“Relief Act Interest
Shortfall”: With respect to any Distribution Date, for any
Mortgage Loan with respect to which there has been a reduction in
the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Relief Act
or any similar state or local laws, the amount by which (i)
interest collectible on such Mortgage Loan during such Due Period
is less than (ii) one month’s interest on the Principal
Balance of such Mortgage Loan at the Mortgage Rate for such
Mortgage Loan before giving effect to the application of the Relief
Act or such state or local laws.
“REMIC”: A “real
estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
“REMIC 1 Interest Loss
Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) the Uncertificated REMIC 1 Pass-Through
Rate for REMIC 1 Regular Interest LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC 1 Overcollateralization
Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC 1 Overcollateralization
Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Principal Balance of the REMIC 1
Regular Interests minus (ii) the aggregate Uncertificated Principal
Balance of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest
LTI-A1, REMIC 1 Regular Interest LTI-A2, REMIC 1 Regular Interest
LTII-A1, REMIC 1 Regular Interest LTII-A2, REMIC 1 Regular Interest
LTII-A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC
1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1
Regular Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2, REMIC 1 Regular Interest LTB3, REMIC 1
Regular Interest LTB4, REMIC 1 Regular Interest LTB5 and REMIC 1
Regular Interest LTP, in each case as of such date of
determination.
“REMIC 1 Principal Loss
Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal
Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the aggregate Uncertificated Principal Balance of REMIC 1
Regular Interest LTI-A1, REMIC 1 Regular Interest LTI-A2, REMIC 1
Regular Interest LTII-A1, REMIC 1 Regular Interest LTII-A2, REMIC 1
Regular Interest LTII-A3, REMIC 1 Regular Interest LTM1, REMIC 1
Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1
Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1
Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1
Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTB1, REMIC 1 Regular Interest LTB2, REMIC 1
Regular Interest LTB3, REMIC 1 Regular Interest LTB4, REMIC 1
Regular Interest LTB5 and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 1 Regular Interest
LTI-A1, REMIC 1 Regular Interest LTI-A2, REMIC 1 Regular Interest
LTII-A1, REMIC 1 Regular Interest LTII-A2, REMIC 1 Regular Interest
LTII-A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC
1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1
Regular Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2, REMIC 1 Regular Interest LTB3, REMIC 1
Regular Interest LTB4, REMIC 1 Regular Interest LTB5 and REMIC 1
Regular Interest LTZZ.
“REMIC 1 Regular
Interests”: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
The following is a list of each of the REMIC 1 Regular Interests:
REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTI-A1,
REMIC 1 Regular Interest LTI-A2, REMIC 1 Regular Interest LTII-A1,
REMIC 1 Regular Interest LTII-A2, REMIC 1 Regular Interest LTII-A3,
REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC
1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1
Regular Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2, REMIC 1 Regular Interest LTB3, REMIC 1
Regular Interest LTB4, REMIC 1 Regular Interest LTB5, REMIC 1
Regular Interest LTZZ and REMIC 1 Regular Interest LTP.
“REMIC 2”: The
segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R Certificates
(in respect of the Class R-2 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 2 Regular
Interests”: The Regular Certificates (other than the Class
M-8 Certificates, Class M-9 Certificates, Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates, Class
B-4 Certificates, Class B-5 Certificates, Class C Certificates and
Class P Certificates) and the Class M-8 Interest, Class M-9
Interest, Class B-1 Interest, Class B-2 Interest, Class B-3
Interest, Class B-4 Interest, Class B-5 Interest, Class C Interest,
and Class P Interest.
“REMIC 3”: The
segregated pool of assets consisting of the Class M-8 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class M-8 Certificates and the Class R-X Certificates (in
respect of the Class R-3 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 4”: The
segregated pool of assets consisting of the Class M-9 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class M-9 Certificates and the Class R-X Certificates (in
respect of the Class R-4 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 5”: The
segregated pool of assets consisting of the Class B-1 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class B-1 Certificates and the Class R-X Certificates (in
respect of the Class R-5 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 6”: The
segregated pool of assets consisting of the Class B-2 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class B-2 Certificates and the Class R-X Certificates (in
respect of the Class R-6 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 7”: The
segregated pool of assets consisting of the Class B-3 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class B-3 Certificates and the Class R-X Certificates (in
respect of the Class R-7 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 8”: The
segregated pool of assets consisting of the Class B-4 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class B-4 Certificates and the Class R-X Certificates (in
respect of the Class R-8 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 9”: The
segregated pool of assets consisting of the Class B-5 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class B-5 Certificates and the Class R-X Certificates (in
respect of the Class R-9 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 10”: The
segregated pool of assets consisting of the Class C Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class C Certificates and the Class R-X Certificates (in respect
of the Class R-10 Interest), pursuant to Article II hereunder, and
all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
“REMIC 11”: The
segregated pool of assets consisting of the Class P Interest
conveyed in trust to the Trustee, for the benefit of the Holders of
the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-11 Interest), pursuant to Article II hereunder, and
all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations and rulings promulgated thereunder, as
the foregoing may be in effect from time to time.
“REMIC Regular
Interests”: The REMIC 1 Regular Interests, the Class M-8
Interest, the Class M-9 Interest, the Class B-1 Interest, the Class
B-2 Interest, the Class B-3 Interest, the Class B-4 Interest, the
Class B-5 Interest, the Class C Interest and the Class P
Interest.
“Remittance Report”: A
report prepared by the Servicer and delivered to the Trustee
pursuant to Section 4.04.
“Rents from Real
Property”: With respect to any REO Property, gross income of
the character described in Section 856(d) of the Code.
“REO Account”: The
account or accounts maintained by the Servicer in respect of an REO
Property pursuant to Section 3.23.
“REO Disposition”: The
sale or other disposition of an REO Property on behalf of the Trust
Fund.
“REO Imputed Interest”:
As to any REO Property, for any calendar month during which such
REO Property was at any time part of the Trust Fund, one
month’s interest at the applicable Net Mortgage Rate on the
Principal Balance of such REO Property (or, in the case of the
first such calendar month, of the related Mortgage Loan if
appropriate) as of the Close of Business on the Distribution Date
in such calendar month.
“REO Principal
Amortization”: With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all
amounts received in respect of such REO Property during such
calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination
Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is
allocable to such REO Property) or
otherwise, net of any portion of
such amounts (i) payable pursuant to Section 3.23 in respect of the
proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Servicer pursuant to Section
3.23 for unpaid Servicing Fees in respect of the related Mortgage
Loan and unreimbursed Servicing Advances and Advances in respect of
such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar
month.
“REO Property”: A
Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.23.
“Request for Release”: A
release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
