FINANCIAL ASSET SECURITIES CORP.,
Depositor
NATIONAL CITY HOME LOAN SERVICES,
INC.,
Servicer
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 1,
2005
___________________________
First Franklin Mortgage Loan Trust
2005-FFH3
Asset-Backed Certificates, Series
2005-FFH3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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SECTION 1.01
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Defined Terms.
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SECTION 1.03
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Allocation of Certain Interest
Shortfalls.
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SECTION 1.04
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Rights of the NIMS Insurer.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES
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SECTION 2.01
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Conveyance of Mortgage Loans.
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SECTION 2.02
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Acceptance by Trustee.
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SECTION 2.03
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Repurchase or Substitution of Mortgage Loans by
the Seller.
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SECTION 2.04
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Intentionally Omitted.
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SECTION 2.05
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Representations, Warranties and Covenants of the
Servicer.
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SECTION 2.06
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Representations and Warranties of the
Depositor.
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SECTION 2.07
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Issuance of Certificates.
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SECTION 2.08
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Conveyance of Subsequent Mortgage
Loans.
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SECTION 2.09
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Conveyance of REMIC Regular Interests and
Acceptance of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 by the
Trustee; Issuance of Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
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SECTION 3.01
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Servicer to Act as Servicer.
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SECTION 3.02
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Sub-Servicing Agreements Between Servicer and
Sub-Servicers.
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SECTION 3.03
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Successor Sub-Servicers.
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SECTION 3.04
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Liability of the Servicer.
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SECTION 3.05
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No Contractual Relationship Between
Sub-Servicers and the NIMS Insurer, the Trustee or
Certificateholders.
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SECTION 3.06
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Assumption or Termination of Sub-Servicing
Agreements by Trustee.
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SECTION 3.07
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Collection of Certain Mortgage Loan
Payments.
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SECTION 3.08
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Sub-Servicing Accounts.
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SECTION 3.09
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Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
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SECTION 3.10
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Collection Account and Distribution
Account.
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SECTION 3.11
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Withdrawals from the Collection Account and
Distribution Account.
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SECTION 3.12
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Investment of Funds in the Collection Account,
the Distribution Account, the Pre-Funding Accounts and the Interest
Coverage Accounts.
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SECTION 3.14
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Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage.
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SECTION 3.15
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Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
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SECTION 3.16
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Realization Upon Defaulted Mortgage
Loans.
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SECTION 3.17
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Trustee to Cooperate; Release of Mortgage
Files.
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SECTION 3.18
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Servicing Compensation.
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SECTION 3.19
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Reports to the Trustee; Collection Account
Statements.
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SECTION 3.20
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Statement as to Compliance.
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SECTION 3.21
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Independent Public Accountants’ Servicing
Report.
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SECTION 3.22
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Access to Certain Documentation; Filing of
Reports by Trustee.
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SECTION 3.23
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Title, Management and Disposition of REO
Property.
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SECTION 3.24
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Obligations of the Servicer in Respect of
Prepayment Interest Shortfalls.
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SECTION 3.26
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Obligations of the Servicer in Respect of
Mortgage Rates and Monthly Payments.
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SECTION 3.29
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Advance Facility.
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ARTICLE IV
FLOW OF FUNDS
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SECTION 4.01
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Distributions.
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SECTION 4.04
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Remittance Reports; Advances.
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SECTION 4.05
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Pre-Funding Accounts.
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SECTION 4.06
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Interest Coverage Accounts.
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SECTION 4.07
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Net WAC Rate Carryover Reserve
Account.
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SECTION 4.08
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Distributions on the REMIC Regular
Interests.
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SECTION 4.09
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Allocation of Realized Losses.
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ARTICLE V
THE CERTIFICATES
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SECTION 5.01
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The Certificates.
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SECTION 5.02
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Registration of Transfer and Exchange of
Certificates.
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SECTION 5.03
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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SECTION 5.04
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Persons Deemed Owners.
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SECTION 5.05
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Appointment of Paying Agent.
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ARTICLE VI
THE SERVICER AND THE DEPOSITOR
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SECTION 6.01
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Liability of the Servicer and the
Depositor.
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SECTION 6.02
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Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Depositor.
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SECTION 6.03
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Limitation on Liability of the Servicer and
Others.
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SECTION 6.04
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Servicer Not to Resign.
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SECTION 6.05
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Delegation of Duties.
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SECTION 6.06
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Credit Risk Manager.
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ARTICLE VII
DEFAULT
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SECTION 7.01
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Servicer Events of Termination.
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SECTION 7.02
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Trustee to Act; Appointment of
Successor.
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SECTION 7.03
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Waiver of Defaults.
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SECTION 7.04
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Notification to Certificateholders.
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SECTION 7.05
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Survivability of Servicer
Liabilities.
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ARTICLE VIII
THE TRUSTEE
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SECTION 8.01
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Duties of Trustee.
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SECTION 8.02
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Certain Matters Affecting the
Trustee.
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SECTION 8.03
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Trustee Not Liable for Certificates or Mortgage
Loans.
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SECTION 8.04
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Trustee May Own Certificates.
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SECTION 8.05
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Trustee Compensation and Expenses.
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SECTION 8.06
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Eligibility Requirements for Trustee.
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SECTION 8.07
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Resignation or Removal of Trustee.
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SECTION 8.08
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Successor Trustee.
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SECTION 8.09
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Merger or Consolidation of Trustee.
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SECTION 8.10
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Appointment of Co-Trustee or Separate
Trustee.
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SECTION 8.11
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Limitation of Liability.
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SECTION 8.12
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Trustee May Enforce Claims Without Possession of
Certificates.
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SECTION 8.13
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Suits for Enforcement.
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SECTION 8.14
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Waiver of Bond Requirement.
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SECTION 8.15
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Waiver of Inventory, Accounting and Appraisal
Requirement.
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SECTION 8.16
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Appointment of the Custodian.
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ARTICLE IX
REMIC ADMINISTRATION
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SECTION 9.01
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REMIC Administration.
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SECTION 9.02
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Prohibited Transactions and
Activities.
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SECTION 9.03
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Indemnification with Respect to Certain Taxes
and Loss of REMIC Status.
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ARTICLE X
TERMINATION
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SECTION 10.01
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Termination.
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SECTION 10.02
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Additional Termination Requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
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SECTION 11.02
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Recordation of Agreement;
Counterparts.
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SECTION 11.03
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Limitation on Rights of
Certificateholders.
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SECTION 11.04
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Governing Law; Jurisdiction.
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SECTION 11.06
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Severability of Provisions.
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SECTION 11.07
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Article and Section References.
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SECTION 11.08
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Notice to the Rating Agencies and the NIMS
Insurer.
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SECTION 11.09
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Further Assurances.
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SECTION 11.10
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Benefits of Agreement.
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SECTION 11.11
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Acts of Certificateholders.
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SECTION 11.12
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Third Party Rights.
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Exhibits :
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Exhibit A-1
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Form of Class I-A1
Certificates
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Exhibit A-2
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Form of Class II-A1
Certificates
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Exhibit A-3
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Form of Class II-A2
Certificates
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Exhibit A-4
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Form of Class II-A3
Certificates
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Exhibit A-5
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Form of Class M-1
Certificates
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Exhibit A-6
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Form of Class M-2
Certificates
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Exhibit A-7
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Form of Class M-3
Certificates
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Exhibit A-8
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Form of Class M-4
Certificates
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Exhibit A-9
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Form of Class M-5
Certificates
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Exhibit A-10
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Form of Class M-6
Certificates
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Exhibit A-11
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Form of Class M-7
Certificates
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Exhibit A-12
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Form of Class M-8
Certificates
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Exhibit A-13
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Form of Class M-9
Certificates
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Exhibit A-14
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Form of Class M-10
Certificates
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Exhibit A-15
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Form of Class B-1
Certificates
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Exhibit A-16
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Form of Class B-2
Certificates
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Exhibit A-17
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Form of Class B-3
Certificates
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Exhibit A-18
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Form of Class B-4
Certificates
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Exhibit A-19
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Form of Class C
Certificates
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Exhibit A-20
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Form of Class P
Certificates
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Exhibit A-21
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Form of Class R
Certificates
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Exhibit A-22
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Form of Class R-X
Certificates
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Exhibit B
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[Reserved]
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Exhibit C
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Form of Mortgage Loan Purchase
Agreement
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Exhibit D
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Mortgage Loan Schedule
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Exhibit E
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Request for Release
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Exhibit F-1
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Form of Trustee’s Initial
Certification
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Exhibit F-2
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Form of Final Trust
Receipt
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Exhibit G
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Form of Custodial
Agreement
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Exhibit H
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Form of Lost Note
Affidavit
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Exhibit I
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Form of Limited Power of
Attorney
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Exhibit J
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Form of Investment Letter
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Exhibit K
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Form of Transfer Affidavit for
Residual Certificates
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Exhibit L
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Form of Transferor
Certificate
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Exhibit M
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Form of ERISA Representation
Letter
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Exhibit N-1
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Form Certification to be Provided by
the Depositor with Form 10-K
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Exhibit N-2
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Form Certification to be Provided to
the Depositor by the Trustee
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Exhibit N-3
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Form Certification to be Provided to
the Depositor by the Servicer
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Exhibit O
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Form of Cap Contract
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Exhibit P
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Form of Annual Statement as to
Compliance
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Exhibit Q
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Form of Addition Notice
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Exhibit R
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Form of Subsequent Transfer
Instrument
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Schedule I
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Prepayment Charge
Schedule
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This Pooling and Servicing Agreement
is dated as of August 1, 2005 (the “Agreement”), among
FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), NATIONAL HOME LOAN SERVICES, INC., 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 classes of certificates,
designated as (i) the Class I-A1 Certificates, (ii) the Class II-A1
Certificates, (iii) the Class II-A2 Certificates, (iv) the Class
II-A3 Certificates, (v) the Class M-1 Certificates, (vi) the Class
M-2 Certificates (vii) the Class M-3 Certificates, (viii) the Class
M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class
M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class
M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the
Class M-10 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 C Certificates, (xx)
the Class P Certificates, (xxi) the Class R Certificates and (xxii)
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 Pre-Funding Accounts, the Interest
Coverage Accounts, any Subsequent Mortgage Loan Interest, 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.
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Initial Uncertificated
Balance
|
Latest Possible
Maturity Date
(1)
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I-LT1
|
Variable (2)
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$418,146,156.84
|
October 25, 2035
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I-LT1PF
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Variable (2)
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$281,173,433.20
|
October 25, 2035
|
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I-LT2
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Variable (2)
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$293,231,622.10
|
October 25, 2035
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I-LT2PF
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Variable (2)
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$207,448,687.86
|
October 25, 2035
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I-LTP
|
Variable (2)
|
$100.00
|
October 25, 2035
|
________________
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(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC 1
Regular Interest.
|
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(2)
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Calculated in accordance with the
definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
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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 represent the
sole class of “residual interests” in REMIC 2 for
purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC 2 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 2 Regular
Interests (as defined herein) certificated. None of the REMIC 2
Regular Interests will be certificated.
|
|
Uncertificated REMIC 2
Pass-Through Rate
|
Initial Uncertificated
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
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LTAA
|
Variable (2)
|
$1,175,999,902.00
|
October 25, 2035
|
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LTIA1
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Variable (2)
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$4,884,750.00
|
October 25, 2035
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LTIIA1
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Variable (2)
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$1,336,430.00
|
October 25, 2035
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LTIIA2
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Variable (2)
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$1,925,960.00
|
October 25, 2035
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LTIIA3
|
Variable (2)
|
$234,860.00
|
October 25, 2035
|
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LTM1
|
Variable (2)
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$738,000.00
|
October 25, 2035
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LTM2
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Variable (2)
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$378,000.00
|
October 25, 2035
|
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LTM3
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Variable (2)
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$306,000.00
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October 25, 2035
|
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LTM4
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Variable (2)
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$306,000.00
|
October 25, 2035
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LTM5
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Variable (2)
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$282,000.00
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October 25, 2035
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LTM6
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Variable (2)
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$270,000.00
|
October 25, 2035
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LTM7
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Variable (2)
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$246,000.00
|
October 25, 2035
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LTM8
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Variable (2)
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$210,000.00
|
October 25, 2035
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LTM9
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Variable (2)
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$114,000.00
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October 25, 2035
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LTM10
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Variable (2)
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$126,000.00
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October 25, 2035
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LTB1
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Variable (2)
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$126,000.00
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October 25, 2035
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LTB2
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Variable (2)
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$120,000.00
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October 25, 2035
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LTB3
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Variable (2)
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$114,000.00
|
October 25, 2035
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LTB4
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Variable (2)
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$168,000.00
|
October 25, 2035
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LTZZ
|
Variable (2)
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$12,113,998.00
|
October 25, 2035
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LTP
|
Variable (2)
|
$100.00
|
October 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 2 Regular Interest.
|
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(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
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REMIC 3
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 3.” The Class R-3 Interest shall evidence the
sole class of “residual interests” in REMIC 3 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 3 created hereunder:
|
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Original Class Certificate
Principal Balance
|
|
Assumed Final
Maturity Date
(1)
|
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Class I-A1
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$488,475,000
|
Variable (2)
|
October 25, 2035
|
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Class II-A1
|
$133,643,000
|
Variable (2)
|
October 25, 2035
|
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Class II-A2
|
$192,596,000
|
Variable (2)
|
October 25, 2035
|
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Class II-A3
|
$23,486,000
|
Variable (2)
|
October 25, 2035
|
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Class M-1
|
$73,800,000
|
Variable (2)
|
October 25, 2035
|
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Class M-2
|
$37,800,000
|
Variable (2)
|
October 25, 2035
|
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Class M-3
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$30,600,000
|
Variable (2)
|
October 25, 2035
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Class M-4
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$30,600,000
|
Variable (2)
|
October 25, 2035
|
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Class M-5
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$28,200,000
|
Variable (2)
|
October 25, 2035
|
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Class M-6
|
$27,000,000
|
Variable (2)
|
October 25, 2035
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Class M-7
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$24,600,000
|
Variable (2)
|
October 25, 2035
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Class M-8
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$21,000,000
|
Variable (2)
|
October 25, 2035
|
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Class M-9
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$11,400,000
|
Variable (2)
|
October 25, 2035
|
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Class M-10
|
$12,600,000
|
Variable (2)
|
October 25, 2035
|
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Class B-1
|
$12,600,000
|
Variable (2)
|
October 25, 2035
|
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Class B-2
|
$12,000,000
|
Variable (2)
|
October 25, 2035
|
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Class B-3
|
$11,400,000
|
Variable (2)
|
October 25, 2035
|
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Class B-4
|
$16,800,000
|
Variable (2)
|
October 25, 2035
|
|
Class C Interest
|
$11,399,900.00 (3)
|
Variable (2)
|
October 25, 2035
|
|
Class P Interest
|
$100.00
|
N/A (4)
|
October 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 3.
|
|
(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 2 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 4
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 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 C
Certificates.
|
|
Original Class Certificate
Principal Balance
|
|
Assumed Final
Maturity Date
(1)
|
|
Class C
|
$11,399,900.00
|
Variable (2)
|
October 25, 2035
|
________________
|
(1)
|
Solely 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. The
Class C Certificates will also be entitled to Subsequent Mortgage
Loan Interest, as a right with respect to a component of the Class
C Certificates that will not be treated as a REMIC regular interest
but rather as separate interest strips from the Subsequent Mortgage
Loans for a specified period of time .
|
REMIC 5
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 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 P
Certificates.
|
|
Original Class Certificate
Principal Balance
|
|
Assumed Final
Maturity Date
(1)
|
|
Class P
|
$100.00
|
Variable (2)
|
October 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 Adjustable-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 Adjustable-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.
“Addition Notice”: With
respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuant to Section 2.08, a notice of the Depositor’s
designation of the Subsequent Mortgage Loans to be sold to the
Trust Fund and the aggregate principal balance of such Subsequent
Mortgage Loans as of the Subsequent Cut-off Date. The Addition
Notice shall be given not later than three Business Days prior to
the related Subsequent Transfer Date and shall be substantially in
the form attached hereto as Exhibit Q.
“Adjustable-Rate
Certificates”: Any Class A Certificate, Mezzanine Certificate
or Class B Certificate.
“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 sum of the
Trustee Fee Rate, the Servicing Fee Rate and the Credit Risk
Manager 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 sum of the Trustee
Fee Rate, the Servicing Fee Rate and the Credit Risk Manager 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
Trustee”: As defined in Section 3.29 hereof.
“Advancing 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 unpaid 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.
“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 on
the Mortgage Loans due on the related Due Date and received on or
prior to the related Determination Date, (b) Net Liquidation
Proceeds, Insurance Proceeds, Subsequent Recoveries, partial
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 prior calendar month and all Principal
Prepayments in full 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, (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, (h) with respect to the Distribution Date
immediately following the end of the Funding Period, any amounts in
the Pre-Funding Accounts (exclusive of any investment income
therein) after giving effect to any purchase of Subsequent Mortgage
Loans and (i) with respect to each Distribution Date during the
Funding Period and on the Distribution Date immediately following
the end of the Funding Period, any amounts withdrawn by the Trustee
from the Interest Coverage Accounts for distribution on the
Certificates on such Distribution Date 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 Adjustable-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 Adjustable-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 Adjustable-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 Adjustable-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 Adjustable-Rate Certificates and for
purposes of the Marker Rate and the Maximum Uncertificated Accrued
Interest Deferral Amount, the specified REMIC 2 Regular Interest,
as follows:
|
|
|
|
|
|
|
|
I-A1
|
LTIA1
|
0.280%
|
0.560%
|
|
II-A1
|
LTIIA1
|
0.130%
|
0.260%
|
|
II-A2
|
LTIIA2
|
0.310%
|
0.620%
|
|
II-A3
|
LTIIA3
|
0.410%
|
0.820%
|
|
M-1
|
LTM1
|
0.510%
|
0.765%
|
|
M-2
|
LTM2
|
0.530%
|
0.795%
|
|
M-3
|
LTM3
|
0.580%
|
0.870%
|
|
M-4
|
LTM4
|
0.670%
|
1.005%
|
|
M-5
|
LTM5
|
0.780%
|
1.170%
|
|
M-6
|
LTM6
|
1.050%
|
1.575%
|
|
M-7
|
LTM7
|
1.500%
|
2.250%
|
|
M-8
|
LTM8
|
2.000%
|
3.000%
|
|
M-9
|
LTM9
|
2.000%
|
3.000%
|
|
M-10
|
LTM10
|
2.000%
|
3.000%
|
|
B-1
|
LTB1
|
2.000%
|
3.000%
|
|
B-2
|
LTB2
|
2.000%
|
3.000%
|
|
B-3
|
LTB3
|
2.000%
|
3.000%
|
|
B-4
|
LTB4
|
2.000%
|
3.000%
|
__________
|
|
(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
Adjustable-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 A Certificates”:
Any Class I-A1 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 or Class B-4 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 3.
“Class B-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), (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 M-10 Certificates (after
taking into account the distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date) and (xii) 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) 91.40% 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 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 3.
“Class B-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), (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 M-10 Certificates (after
taking into account the distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date), (xii) 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 (xiii) 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) 93.40% 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 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 3.
“Class B-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), (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 M-10 Certificates (after
taking into account the distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date), (xii) 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), (xiii) (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 (xiv) 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) 95.30% 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 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 3.
“Class B-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), (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 M-10 Certificates (after
taking into account the distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date), (xii) 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), (xiii) (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), (xiv) 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 (xv) 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) 98.10% 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 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-19,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 4.
“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 3 for purposes of the REMIC
Provisions.
“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 3.
“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-2, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
3.
“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-3, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
3.
“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-4, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC
3.
“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-5,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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
aggregate 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) 52.00% 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-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-6,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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) 58.30% 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-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-7,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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) 63.40% 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-8,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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 (v) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 68.50% 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-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-9,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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) 73.40% 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-10,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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)
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-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-11,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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) 82.80% 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- 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 3.
“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 aggregate
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) 86.10% 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-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-13,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 3.
“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 aggregate
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) 87.20% 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-10
Certificate”: Any one of the Class M-10 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
3.
“Class M-10 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 aggregate
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 M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 89.30% 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 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-20,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 5.
“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 3 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-21 and evidencing the ownership of
the Class R-1 Interest, the Class R-2 Interest and the Class R-3
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-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-22 and
evidencing the ownership of the Class R-4 Interest and the Class
R-5 Interest.
“Close of Business”: As
used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing Date”: August
26, 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 First Franklin Mortgage Loan Trust
2005-FFH3, Asset-Backed Certificates, Series 2005-FFH3,”
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 and the
Seller.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest
set forth below, the corresponding Regular Certificate set forth in
the table below:
|
|
|
|
LTIA1
|
Class I-A1
|
|
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
|
|
LTM10
|
Class M-10
|
|
LTB1
|
Class B-1
|
|
LTB2
|
Class B-2
|
|
LTB3
|
Class B-3
|
|
LTB4
|
Class B-4
|
|
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 sum of (x) the
aggregate Stated Principal Balance of the Mortgage Loans and (y)
any amounts remaining on deposit in the Pre-Funding Accounts
(exclusive of any investment income therein), 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.
“Credit Risk Manager”:
The Murrayhill Company, its successors and assigns.
“Credit Risk Management
Agreement”: The Credit Risk Manager Agreement, dated August
26, 2005, between the Servicer and the Credit Risk
Manager.
“Credit Risk Manager
Fee” for any Distribution Date is the premium payable to the
Credit Risk Manager at the Credit Risk Manager Fee Rate on the then
current aggregate principal balance of the Mortgage
Loans.
“Credit Risk Manager Fee
Rate” for any Distribution Date is 0.014% per
annum.
“Custodial Agreement”:
The Custodial Agreement, dated August 1, 2005, among the Custodian,
the Trustee and the Servicer.
“Custodian”: Wells Fargo
Bank, N.A., as custodian of the Mortgage Files, or any successor
thereto, pursuant to the Custodial Agreement.
“Cut-off Date”: With
respect to each Initial Mortgage Loan, August 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 REO Properties, in foreclosure or
bankruptcy and that are also Delinquent 60 days or more) by (y) the
aggregate Stated 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 First
Franklin Mortgage Loan Trust 2005-FFH3, Asset-Backed Certificates,
Series 2005-FFH3” 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 May
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 Adjustable-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 Seller 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 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.
“Formula Rate”: For any
Distribution Date and any Class of the Adjustable-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.
“Funding Period”: The
period beginning on the Closing Date and ending on the earlier to
occur of (a) the date upon which the amount on deposit in the
Pre-Funding Accounts (exclusive of any investment income therein)
has been reduced to zero or (b) July 26, 2005.
“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.
“Group I Certificates”:
Any Class I-A1 Certificate.
“Group I Interest Coverage
Account”: The account established and maintained pursuant to
Section 4.08, which account contains an amount, to be paid by the
Depositor to the Trustee on the Closing Date, that equals
$409,584.38.
“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 or amounts withdrawn from the Group I Interest Coverage
Account.
“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.
“Group I Pre-Funding
Account”: The account established and maintained pursuant to
Section 4.05, as defined herein.
“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 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, (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 and (vii) on the Distribution Date immediately following the
end of the Funding Period, any remaining amounts in the Group I
Pre-Funding Account (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent 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) 39.70% 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.
“Group II Certificates”:
Any Class II-A1 Certificate, Class II-A2 Certificate or Class II-A3
Certificate.
“Group II Interest Coverage
Account”: The account established and maintained pursuant to
Section 4.08, which account contains an amount, to be paid by the
Depositor to the Trustee on the Closing Date, that equals
$302,189.80.
“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 or amounts withdrawn from the Group II Interest Coverage
Account.
“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.
“Group II Pre-Funding
Account”: The account established and maintained pursuant to
Section 4.05, as defined herein.
“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, (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 and (vii) on the Distribution Date immediately following the
end of the Funding Period, any remaining amounts in the Group II
Pre-Funding Account (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent 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) 39.70% 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, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
Class B-1, Class B-2, Class B-3 and Class B-4
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.
“Initial Group I Mortgage
Loan”: Any of the Group I Mortgage Loans included in the
Trust Fund as of the Closing Date. The aggregate principal balance
of the Initial Group I Mortgage Loans as of the Cut-off Date is
equal to $418,146,256.84.
“Initial Group II Mortgage
Loan”: Any of the Group II Mortgage Loans included in the
Trust Fund as of the Closing Date. The aggregate principal balance
of the Initial Group II Mortgage Loans as of the Cut-off Date is
equal to $293,231,622.10.
“Initial Mortgage Loan”:
Any of the Initial Group I Mortgage Loans or Initial Group II
Mortgage Loans included in the Trust Fund as of the Closing
Date.
“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 Coverage
Accounts”: The Group I Interest Coverage Account and the
Group II Interest Coverage Account.
“Interest Determination
Date”: With respect to the Adjustable-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 Stated 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 Seller certifying that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and
indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing
at least 51% of the Voting Rights.
“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 2 Pass-Through Rates for REMIC 2 Regular
Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC 2 Regular
Interest LTB3, REMIC 2 Regular Interest LTB4 and REMIC 2 Regular
Interest LTZZ, with the rate on each such REMIC 2 Regular Interest
(other than REMIC 2 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 2
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 2 Pass-Through Rate and
the related caps with respect to each such REMIC 2 Regular Interest
(other than REMIC 2 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.
“Maximum Cap Rate”: For
any Distribution Date and any Class of the Adjustable-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 2 Pass-Through Rate applicable to REMIC 2
Regular Interest LTZZ for such Distribution Date on a balance equal
to the Uncertificated Principal Balance of REMIC 2 Regular Interest
LTZZ minus the REMIC 2 Overcollateralization Amount, in each case
for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
Interest LTM10, REMIC 2 Regular Interest LTB1, REMIC 2 Regular
Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular
Interest LTB4 with the rate on each such REMIC 2 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 2 Pass-Through Rate and the related caps with
respect to each such REMIC 2 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.
“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,
Class M-9 Certificate or Class M-10 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
Adjustable-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 or 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 reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act;
(b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07; and (c) on the assumption
that all other amounts, if any, due under such Mortgage Loan are
paid when due.
“Moody’s”:
Moody’s Investors Service, Inc., or its successor in
interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first lien
on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage File”: The
mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part
of the Trust Fund, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.
“Mortgage Loan Purchase
Agreement”: The agreement between the Seller and the
Depositor, regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in
the form attached hereto as Exhibit C.
“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, as supplemented by each schedule of Subsequent
Mortgage Loans. 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) 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) the
stated remaining months to maturity from the Cut-off Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan) 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) the
Mortgage Rate in effect immediately following the Cut-off Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
(10) 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) the
amount of the Monthly Payment due on the first Due Date after the
Cut- off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan);
(14) 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) the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business on the Cut-off Date (or Subsequent Cut-off Date, with
respect to a Subsequent Mortgage Loan);
(17) 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) 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) the
actual unpaid principal balance of the Mortgage Loan as of the
Cut-off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan);
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(24)
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the type and term of the related
Prepayment Charge;
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(25) 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; and
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(28)
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the lien priority.
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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 (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan): (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 and as
supplemented by any Subsequent Mortgage Loans identified on each
schedule of Subsequent Mortgage Loans attached to a Subsequent
Transfer Instrument.
“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 (or Subsequent Cut-off Date, with respect to a Subsequent
Mortgage Loan) shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan) 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 Adjustable-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 Adjustable-Rate
Certificates, a per annum rate equal to the product of (a) a
fraction, expressed as a percentage, the numerator of which is the
sum of (i) the amount of interest which accrued on the Mortgage
Loans in the prior calendar month for such Distribution Date minus
the sum of aggregate Servicing Fee and Trustee Compensation accrued
for the Mortgage Loans and any amounts paid to the Custodian
pursuant to the third sentence of the first paragraph of Section
8.05 and (ii) amounts withdrawn from the Interest Coverage Accounts
for such Distribution Date and the denominator of which is the sum
of (i) the aggregate Principal Balance of the Mortgage Loans as of
the first day of the calendar month preceding the month of such
Distribution Date (or as of the Cut-off Date with respect to the
first Distribution Date) , after giving effect to principal
prepayments received during the related Prepayment Preiod and (ii)
any amounts on deposit in the Pre-Funding Accounts as of the first
day of the calendar month preceding the month of such Distribution
Date (or as of the Cut-off Date with respect to the first
Distribution Date) and (b) a fraction whose numerator is 360 and
whose denominator is the actual number of days 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 2 Pass-Through Rates on the REMIC 2 Regular Interests,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC 2 Regular Interest.
“Net WAC Rate Carryover
Amount”: With respect to any Class of the Adjustable-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 4.07.
“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 or a portion 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 2 Regular Interests (other than REMIC 2 Regular
Interest LTP).
“Offered Certificates”:
The Class A Certificates and the Mezzanine 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 Adjustable-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.
“Original Group I Pre-Funded
Amount”: The amount deposited by the Depositor in the Group I
Pre-Funding Account on the Closing Date, which amount is
$281,173,433.20.
“Original Group II Pre-Funded
Amount”: The amount deposited by the Depositor in the Group
II Pre-Funding Account on the Closing Date, which amount is
$207,488,687.86.
“Original Pre-Funded
Amounts”: The Original Group I Pre-Funded Amount and the
Original Group II Pre-Funded Amount.
“Originator”: First
Franklin, a division of National City Bank of Indiana, 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 Certificates,
$2,090,731.29. With respect to the Group II Certificates,
$1,466,158.11. With respect to the Mezzanine Certificates and the
Class B Certificates, $3.556,889.40.
“Overcollateralization Target
Amount”: With respect to any Distribution Date, an amount
equal to (i) prior to the Stepdown Date, 0.95% of the sum of (a)
the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and (b) the Original Pre-Funded Amounts; (ii) on or
after the Stepdown Date so long as a Trigger Event is not in
effect, the greater of (a) 1.90% of the then current aggregate
outstanding Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled
payments of principal received during the related Due Period and
unscheduled collections of principal received during the related
Prepayment Period) and (b) 0.50% of the sum of (x) the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans and
(y) the Original Pre-Funded Amounts; or (iii) on or after the
Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding
Distribution Date. Notwithstanding the foregoing, on and after any
Distribution Date following the reduction of the aggregate
Certificate Principal Balance of the Adjustable-Rate Certificates
to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i)
the sum of (a) 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) any funds on deposit in the Pre-Funding
Accounts as of the related Determination Date (exclusive of any
investment income therein) minus (ii) the sum of the aggregate
Certificate Principal Balance of the Adjustable-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 Adjustable-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 2 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 2 Regular
Interest listed in clause (y) at a rate equal to the related
Uncertificated REMIC 2 Pass-Through Rate minus the Marker Rate and
the denominator of which is (y) the aggregate
Uncertificated
Balance of REMIC 2 Regular Interests
LTAA, LTIA1, LTIIA1, LTIIA2, LTAII3, LTAII4, LTM1, LTM2, LTM3,
LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTB1, LTB2, LTB3, LTB4
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 the Trustee serves as an
advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United
States;
(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.
“Pre-Funding Accounts”:
The Group I Pre-Funding Account and the Group II Pre-Funding
Account.
“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) 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) the
Stated Principal Balance of the related Mortgage Loan as of the
Cut-off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan).
The Prepayment Charge Schedule shall
be amended from time to time by the Depositor in accordance with
the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Depositor to
the NIMS Insurer.
“Prepayment Interest
Excess”: 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 and the 15 th day of the calendar
month in which such Distribution Date occurs, an amount equal to
interest (to the extent received) at the applicable Net Mortgage
Rate on the amount of such Principal Prepayment for the number of
days commencing on the first day of the calendar month in which
such Distribution Date occurs and ending on the date on which such
prepayment is so applied.
“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
from the first day of the related Prepayment Period through the
last day of the calendar month preceding the month in which such
Distribution Date occurs, an amount equal to interest on the amount
of such Principal Prepayment for the number of days commencing on
the date such Principal Prepayment was applied and ending on the
last day of the calendar month preceding the month in which such
Distribution Date occurs.
“Prepayment Period”:
With respect to any Distribution Date, the period commencing on the
16 th day of the calendar month preceding the month in
which the related Distribution Date occurs (or, in the case of the
first Distribution Date, from August 1, 2005) and ending on the 15
th day of 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 August 23, 2005 relating
to the public offering of the Class A Certificates and the
Mezzanine Certificates.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 10.01, and as confirmed by an Officers’ Certificate
from the party purchasing the Mortgage Loan to the Trustee, an
amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided
in Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated 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 Stated 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, usury or abusive lending law.
“Qualified Insurer”: Any
insurance company acceptable to Fannie Mae.
“Qualified Substitute Mortgage
Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement or the Mortgage Loan
Purchase 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) [reserved] and (xiv) conform to each representation and
warranty set forth in Section 3.01 of the Mortgage Loan Purchase
Agreement applicable to the Deleted Mortgage Loan. In the event
that one or more mortgage loans are substituted for one or more
Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate 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.
“Rating Agency or Rating
Agencies”: Fitch, Moody’s 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 Adjustable-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
Adjustable-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 Adjustable-Rate Certificates, Class C Certificates or
Class P Certificates.
“Relief Act”: The
Servicemembers Civil Relief Act, as amended, or any state law
providing for similar relief.
“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”: The
segregated pool of assets subject hereto, constituting the primary
trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made consisting of: (i) such
Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together
with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections thereon and proceeds
thereof, (iii) the Trustee’s rights with respect to the
Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the Depositor’s rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (v)
the Collection Account, the Distribution Account (subject to the
last sentence of this definition) and any REO Account and such
assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and
payments with respect thereto. Notwithstanding the foregoing,
however, a REMIC election will not be made with respect to the
Pre-Funding Account, the Interest Coverage Accounts, any Subsequent
Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account,
the Cap Contract or any Servicer Prepayment Charge Payment
Amounts.
“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 LT1, REMIC 1 Regular
Interest LT1PF, REMIC 1 Regular Interest LT2, REMIC 1 Regular
Interest LT2PF and REMIC 1 Regular Interest LTP.
“REMIC 2”: The
segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of
REMIC 3, as holder of the REMIC 2 Regular Interests, and the Class
R Certificateholders, as Holders 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 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 2 Pass-Through
Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC 2 Overcollateralization
Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC 2 Overcollateralization
Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interst LTP) minus
(ii) the aggregate Uncertificated Principal Balance of REMIC 2
Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2
Regular Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC 2
Regular Interest LTB3 and REMIC 2 Regular Interest LTB4, in each
case as of such date of determination.
“REMIC 2 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 the amounts on deposit in the Pre-Funding Accounts
(exclusive of any investment income therein) and (ii) 1 minus a
fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1,
REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2,
REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC
2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2
Regular Interest LTM10, REMIC 2 Regular Interest LTB1, REMIC 2
Regular Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2
Regular Interest LTB4 and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1,
REMIC 2 Regular
Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC 2 Regular
Interest LTB3, REMIC 2 Regular Interest LTB4 and REMIC 2 Regular
Interest LTZZ.
“REMIC 2 Regular
Interests”: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall
accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interests:
REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2,
REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC
2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2
Regular Interest LTM10, REMIC 2 Regular Interest LTB1, REMIC 2
Regular Interest LTB2, REMIC 2 Regular Interest LTB3, REMIC 2
Regular Interest LTB4, REMIC 2 Regular Interest LTZZ and REMIC 2
Regular Interest LTP.
“REMIC 3”: The
segregated pool of assets consisting of all of the REMIC 2 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-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 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-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 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-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 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 REMIC 2
Regular Interests, the Class C Interest and the Class P
Interest.
“Remittance Report”: A
report prepared by the Servicer and delivered to the Trustee and
the NIMS Insurer 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
Stated Principal Balance of such REO Property (or, in the case of
the first such calendar month, of the related Mortgage Loan if
appropriate) as of the Close of Business on the Distribution Date
in such calendar month.
“REO 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.
“Reserve Interest Rate”:
With respect to any Interest Determination Date, the rate per annum
that the Trustee determines to be either (i) the arithmetic mean
(rounded upwards if necessary to the nearest whole multiple of 1/16
of 1%) of the one-month United States dollar lending rates which
banks in The City of New York selected by the Depositor are quoting
on the relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or (ii) in
the event that the Trustee can determine no such arithmetic mean,
in the case of any Interest Determination Date after the initial
Interest Determination Date,
the lowest one-month United States
dollar lending rate which such New York banks selected by the
Depositor are quoting on such Interest Determination Date to
leading European banks.
“Residential Dwelling”:
Any one of the following: (i) a detached one-family dwelling, (ii)
a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Fannie Mae eligible condominium project, (iv) a
manufactured home, or (v) a detached one-family dwelling in a
planned unit development, none of which is a co-operative or mobile
home.
“Residual Certificate”:
The Class R Certificates and the Class R-X Certificates.
“Residual Interest”: The
sole class of “residual interests” in a REMIC within
the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”:
When used with respect to the Trustee, any director, any vice
president, any assistant vice president, the Secretary, any
assistant secretary, the Treasurer, any assistant treasurer or any
other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is
referred because of such officer’s knowledge of and
familiarity with the particular subject.
“S&P”: Standard
& Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
“Seller”: Greenwich
Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Mortgage Loan Purchase
Agreement.
“Senior Principal Distribution
Amount”: With respect to any Distribution Date, the sum of
(i) the Group I Senior Principal Distribution Amount and (ii) the
Group II Senior Principal Distribution Amount.
“Servicer”: National
City Home Loan Services, Inc., a Delaware corporation, or any
successor servicer appointed as herein provided, in its capacity as
Servicer hereunder.
“Servicer
Certification”: As defined in Section 3.22(b)
hereof.
“Servicer Event of
Termination”: One or more of the events described in Section
7.01.
“Servicer Prepayment Charge
Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05
or Section 3.01.
“Servicer Remittance
Date”: With respect to any Distribution Date, the third
Business Day prior to such Distribution Date.
“Servicing Account”: The
account or accounts created and maintained pursuant to Section
3.09.
“Servicing Advances”:
All customary, reasonable and necessary “out of pocket”
costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by the Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of
(i) the preservation, restoration, inspection and protection of the
Mortgaged Property, (ii) any enforcement, administrative or
judicial proceedings, including foreclosures, (iii) the management
and liquidation of the REO Property, (iv) obtaining broker price
opinions, (v) locating missing Mortgage Loan documents and (vi)
compliance with the obligations under Sections 3.01, 3.09, 3.14,
3.16, and 3.23. Servicing Advances also include any reasonable
“out-of-pocket” costs and expenses (including legal
fees) incurred by the Servicer in connection with executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments of Mortgage in connection with any foreclosure in
respect of any Mortgage Loan to the extent not recovered from the
related Mortgagor or otherwise payable under this Agreement. The
Servicer shall not be required to make any Servicing Advance that
would be a Nonrecoverable Advance.
“Servicing Fee”: With
respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made
by the Mortgagor during such calendar month, interest for the
number of days covered by such payment of interest) at the
Servicing Fee Rate on the same principal amount on which interest
on such Mortgage Loan accrues for such calendar month. A portion of
such Servicing Fee may be retained by any Sub-Servicer as its
servicing compensation.
“Servicing Fee Rate”:
0.50% per annum.
“Servicing Officer”: Any
officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and
specimen signature appear on a list of servicing officers furnished
by the Servicer to the Trustee and the Depositor on the Closing
Date, as such list may from time to time be amended.
“Servicing Transfer
Costs”: Shall mean all reasonable costs and expenses incurred
by the Trustee in connection with the transfer of servicing from a
predecessor servicer, including, without limitation, any reasonable
costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to
enable the Trustee (or any successor servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and
effectively.
“Startup Day”: As
defined in Section 9.01(b) hereof.
“Stated Principal
Balance”: With respect to any Mortgage Loan: (a) as of any
date of determination up to but not including the Distribution Date
on which the proceeds, if any, of a Liquidation Event with respect
to such Mortgage Loan would be distributed, the outstanding
principal balance of such Mortgage Loan as of the Cut-off Date as
shown in the Mortgage Loan Schedule, minus the sum of (i) the
principal portion of each Monthly Payment due on a Due Date
subsequent to the Cut-off Date to the extent received from the
Mortgagor or advanced by the Servicer and distributed pursuant to
Section 4.01 on or before such date of determination, (ii)
all
Principal Prepayments received after
the Cut-off Date to the extent distributed pursuant to Section 4.01
on or before such date of determination, (iii) all Liquidation
Proceeds and Insurance Proceeds to the extent distributed pursuant
to Section 4.01 on or before such date of determination, and (iv)
any Realized Loss incurred with respect thereto as a result of a
Deficient Valuation made during or prior to the Due Period for the
most recent Distribution Date coinciding with or preceding such
date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, zero. With respect to any REO
Property: (a) as of any date of determination up to but not
including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be
distributed, an amount (not less than zero) equal to the Stated
Principal Balance of the related Mortgage Loan as of the date on
which such REO Property was acquired on behalf of the Trust Fund,
minus the aggregate amount of REO Principal Amortization in respect
of such REO Property for all previously ended calendar months, to
the extent distributed pursuant to Section 4.01 on or before such
date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO
Property would be distributed, zero.
“Stepdown Date”: The
earlier to occur of (i) the Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero and (ii) the later to occur of (x) the
Distribution Date occurring in September 2008 and (y) the first
Distribution Date on which the Credit Enhancement Percentage
(calculated for this purpose only after taking into account
payments of principal on the Mortgage Loans but prior to
distribution of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date)
is equal to or greater than 60.30%.
“Sub-Servicer”: Any
Person with which the Servicer has entered into a Sub- Servicing
Agreement and which meets the qualifications of a Sub-Servicer
pursuant to Section 3.02.
“Sub-Servicing Account”:
An account established by a Sub-Servicer which meets the
requirements set forth in Section 3.08 and is otherwise acceptable
to the Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a
Sub- Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02.
“Subsequent Cut-off
Date”: With respect to those Subsequent Mortgage Loans sold
to the Trust Fund pursuant to a Subsequent Transfer Instrument, the
later of (i) first day of the month in which the related Subsequent
Transfer Date occurs or (ii) the date of origination of such
Mortgage Loan.
“Subsequent Group I Mortgage
Loan”: A Subsequent Mortgage Loan to be included in Loan
Group I.
“Subsequent Group II Mortgage
Loan”: A Subsequent Mortgage Loan to be included in Loan
Group II.
“Subsequent Mortgage
Loan”: A Mortgage Loan sold by the Depositor to the Trust
Fund pursuant to Section 2.08, such Mortgage Loan being identified
on the Mortgage Loan Schedule attached to a Subsequent Transfer
Instrument.
“Subsequent Mortgage Loan
Interest”: Any amount constituting a monthly payment of
interest received or advanced at the Net Mortgage Rate with respect
to (i) a Subsequent Group I Mortgage Loan during the Due Period
relating to the first three Distribution Dates in excess of 0.00%
per annum and (ii) a Subsequent Group II Mortgage Loan during the
Due Period relating to the first three Distribution Dates in excess
of 0.00% per annum. The Subsequent Mortgage Loan Interest shall be
distributable to the Class C Certificates. The Subsequent Mortgage
Loan Interest shall not be an asset of any REMIC.
“Subsequent Mortgage Loan
Purchase Agreement”: The agreement between the Depositor and
the Seller, regarding the transfer of the Subsequent Mortgage Loans
by the Seller to the Depositor.
“Subsequent Recoveries”:
As of any Distribution Date, amounts received by the Servicer (net
of any related expenses permitted to be reimbursed pursuant to
Section 3.11) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related
Prepayment Period that resulted in a Realized Loss.
“Subsequent Transfer
Date”: With respect to each Subsequent Transfer Instrument,
the date on which the related Subsequent Mortgage Loans are sold to
the Trust Fund.
“Subsequent Transfer
Instrument”: Each Subsequent Transfer Instrument, dated as of
a Subsequent Transfer Date, executed by the Trustee and the
Depositor substantially in the form attached hereto as Exhibit R,
by which Subsequent Mortgage Loans are transferred to the Trust
Fund.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Tax Matters Person”:
The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax Returns”: The
federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed by the Trustee on behalf of each
REMIC, together with any and all other information reports or
returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
“Termination Price”: As
defined in Section 10.01(a) hereof.
“Terminator”: As defined
in Section 10.01(a) hereof.
“Trigger Event”: A
Trigger Event is in effect with respect to any Distribution Date on
or after the Stepdown Date if:
(a) (i)
on any Distribution Date on which the Class A Certificates remain
outstanding, the Delinquency Percentage exceeds 26.00% of the
Credit Enhancement Percentage; or (ii) on any Distribution Date on
which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero, the Delinquency Percentage
exceeds 36.00% of the Credit Enhancement Percentage; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Due Period (reduced by the
aggregate amount of Subsequent Recoveries received since the
Cut-off Date through the last day of the related Due Period)
divided by the aggregate Stated Principal Balance of the Initial
Mortgage Loans as of the Cut-off Date and the Original Pre-Funded
Amounts exceeds the applicable percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring
In
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September 2007 through August 2008
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1.40% for the first month, plus an
additional 1/12th of 1.80% for each month thereafter.
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September 2008 through August 2009
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3.20% for the first month, plus an
additional 1/12th of 1.80% for each month thereafter.
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September 2009 through August 2010
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5.00% for the first month, plus an
additional 1/12th of 1.45% for each month thereafter.
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September 2010 through August 2011
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6.45% for the first month, plus an
additional 1/12th of 0.80% for each month thereafter.
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September 2011 through August 2012
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7.25% for each month.
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“Trust”: First Franklin
Mortgage Loan Trust 2005-FFH3, the trust created
hereunder.
“Trust Fund”: All of the
assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, the
Pre-Funding Accounts, the Interest Coverage Accounts, any
Subsequent Mortgage Loan Interest, the Cap Contract and the right
to receive any amounts from the Net WAC Rate Carryover Reserve
Account and any Servicer Prepayment Charge Payment
Amounts.
“Trustee”: Deutsche Bank
National Trust Company, a national banking association, or any
successor trustee appointed as herein provided.
“Trustee Compensation”:
Such compensation, if any, as set forth in the separate fee
schedule between the Trustee and the Depositor, which compensation
shall be payable to the Trustee on each Distribution Date pursuant
to Section 8.05 as compensation for all services rendered by it in
the execution of the trust hereby created and in the exercise and
performance of any of the powers and duties of the Trustee
hereunder.
“Trustee Fee Rate”:
0.0022% per annum.
“Uncertificated Accrued
Interest”: With respect to each REMIC Regular Interest on
each Distribution Date, an amount equal to one month’s
interest at the related Uncertificated REMIC Pass-Through Rate on
the Uncertificated Principal Balance of such REMIC Regular
Interest. In each case, Uncertificated Accrued Interest will be
reduced by any Net Prepayment Interest Shortfalls, Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests
based on their respective entitlements to interest irrespective of
any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution Date).
“Uncertificated Principal
Balance”: With respect to each REMIC Regular Interest, the
amount of such REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC Regular Interest
shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to
Section 4.08 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated
Principal Balance of REMIC 2 Regular Interest LTZZ shall be
increased by interest deferrals as provided in Section 4.08. With
respect to the Class C Interest 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
Adjustable-Rate Certificates and the Class P Certificates then
outstanding. The Uncertificated Principal Balance of each REMIC
Regular Interest that has an Uncertificated Principal Balance shall
never be less than zero.
“Uncertificated REMIC
Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through
Rate or Uncertificated REMIC 2 Pass-Through Rate, as
applicable.
“Uncertificated REMIC 1
Pass-Through Rate”: With respect to REMIC 1 Regular Interest
LT1 and REMIC 1 Regular Interest LTP, and (i) the first
Distribution Date, the weighted average of the Adjusted Net
Mortgage Rates of the Initial Group I Mortgage Loans and (ii)
thereafter, the weighted average of the Adjusted Net Mortgage Rates
of the Group I Mortgage Loans. With respect to REMIC 1 Regular
Interest LT2, and (i) the first Distribution Date, the weighted
average of the Adjusted Net Mortgage Rates of the Initial Group II
Mortgage Loans and (ii) thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With
respect to REMIC 1 Regular Interest LT1PF and (i) the first three
Distribution Dates, 0.00% and (ii) thereafter, the weighted average
of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans.
With respect to REMIC 1 Regular Interest LT2PF and (i) the first
three Distribution Dates, 0.00% and (ii) thereafter, the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans.
“Uncertificated REMIC 2
Pass-Through Rate”: For any Distribution Date and each REMIC
2 Regular Interest, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rate on the REMIC 1 Regular Interests,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC 1 Regular Interest.
“Uninsured Cause”: Any
cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.14.
“United States Person”
or “U.S. Person”: A citizen or resident of the United
States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax
purposes) created or organized in, or under the laws of, the United
States, any state thereof, or the District of Columbia (except in
the case of a partnership, to the extent provided in Treasury
regulations) provided that, for purposes solely of the restrictions
on the transfer of Residual Certificates, no partnership or other
entity treated as a partnership for United States federal income
tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or
through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the
income of which from sources without the United States is
includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade
or business within the United States, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons
have authority to control all substantial decisions of the trust.
The term “United States” shall have the meaning set
forth in Section 7701 of the Code or successor
provisions.
“Unpaid Interest Shortfall
Amount”: With respect to any Class of the Adjustable-Rate
Certificates and (i) the first Distribution Date, zero, and (ii)
any Distribution Date after the first Distribution Date, the
amount, if any, by which (a) the sum of (1) the Monthly Interest
Distributable Amount for such Class for the immediately preceding
Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such preceding Distribution Date
exceeds (b) the aggregate amount distributed on such Class in
respect of interest pursuant to clause (a) of this definition on
such preceding Distribution Date, plus interest on the amount of
interest due but not paid on the Certificates of such Class on such
preceding Distribution Date, to the extent permitted by law, at the
Pass-Through Rate for such Class for the related Accrual
Period.
“Value”: With respect to
any Mortgaged Property, the lesser of (i) the lesser of (a) the
value thereof as determined by an appraisal made for the originator
of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae
and Freddie Mac, and (b) the value thereof as determined by a
review appraisal conducted by the Originator in the event any such
review appraisal determines an appraised value ten percent or more
lower than the value thereof as determined by the appraisal
referred to in clause (i)(a) above and (ii) the purchase price paid
for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a
Refinanced Mortgage Loan, such value of the Mortgaged Property is
based solely upon the lesser of (1) the value determined by an
appraisal made for the Originator of such Refinanced Mortgage Loan
at the time of origination of such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and
Freddie Mac and (2) the value thereof as determined by a review
appraisal conducted by the Originator in the event any
such review appraisal determines an
appraised value ten percent or more lower than the value thereof as
determined by the appraisal referred to in clause (ii)(1)
above.
“Voting Rights&
