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 November 1,
2005
First Franklin Mortgage Loan Trust
2005-FFH4
Asset-Backed Certificates, Series
2005-FFH4
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
SECTION 1.01
|
Defined Terms.
|
|
SECTION 1.02
|
Accounting.
|
|
SECTION 1.03
|
Allocation of Certain Interest
Shortfalls.
|
|
SECTION 1.04
|
Rights of the NIMS Insurer.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES
|
SECTION 2.01
|
Conveyance of Mortgage Loans.
|
|
SECTION 2.02
|
Acceptance by Trustee.
|
|
SECTION 2.03
|
Repurchase or Substitution of Mortgage Loans by
the Seller.
|
|
SECTION 2.04
|
Intentionally Omitted.
|
|
SECTION 2.05
|
Representations, Warranties and Covenants of the
Servicer.
|
|
SECTION 2.06
|
Representations and Warranties of the
Depositor.
|
|
SECTION 2.07
|
Issuance of Certificates.
|
|
SECTION 2.08
|
Conveyance of Subsequent Mortgage
Loans.
|
|
SECTION 2.09
|
Conveyance of REMIC Regular Interests and
Acceptance of REMIC 1, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC
7 by the Trustee; Issuance of Certificates.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
|
SECTION 3.01
|
Servicer to Act as Servicer.
|
|
SECTION 3.02
|
Sub-Servicing Agreements Between Servicer and
Sub-Servicers.
|
|
SECTION 3.03
|
Successor Sub-Servicers.
|
|
SECTION 3.04
|
Liability of the Servicer.
|
|
SECTION 3.05
|
No Contractual Relationship Between
Sub-Servicers and the NIMS Insurer, the Trustee or
Certificateholders.
|
|
SECTION 3.06
|
Assumption or Termination of Sub-Servicing
Agreements by Trustee.
|
|
SECTION 3.07
|
Collection of Certain Mortgage Loan
Payments.
|
|
SECTION 3.08
|
Sub-Servicing Accounts.
|
|
SECTION 3.09
|
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
|
|
SECTION 3.10
|
Collection Account and Distribution
Account.
|
|
SECTION 3.11
|
Withdrawals from the Collection Account and
Distribution Account.
|
|
SECTION 3.12
|
Investment of Funds in the Collection Account,
the Distribution Account, the Pre-Funding Accounts and the Interest
Coverage Accounts.
|
|
SECTION 3.13
|
[Reserved].
|
|
SECTION 3.14
|
Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage.
|
|
SECTION 3.15
|
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
|
|
SECTION 3.16
|
Realization Upon Defaulted Mortgage
Loans.
|
|
SECTION 3.17
|
Trustee to Cooperate; Release of Mortgage
Files.
|
|
SECTION 3.18
|
Servicing Compensation.
|
|
SECTION 3.19
|
Reports to the Trustee; Collection Account
Statements.
|
|
SECTION 3.20
|
Statement as to Compliance.
|
|
SECTION 3.21
|
Independent Public Accountants’ Servicing
Report.
|
|
SECTION 3.22
|
Access to Certain Documentation; Filing of
Reports by Trustee.
|
|
SECTION 3.23
|
Title, Management and Disposition of REO
Property.
|
|
SECTION 3.24
|
Obligations of the Servicer in Respect of
Prepayment Interest Shortfalls.
|
|
SECTION 3.25
|
[Reserved].
|
|
SECTION 3.26
|
Obligations of the Servicer in Respect of
Mortgage Rates and Monthly Payments.
|
|
SECTION 3.27
|
[Reserved].
|
|
SECTION 3.28
|
[Reserved].
|
|
SECTION 3.29
|
Advance Facility.
|
ARTICLE IV
FLOW OF FUNDS
|
SECTION 4.01
|
Distributions.
|
|
SECTION 4.02
|
[Reserved].
|
|
SECTION 4.03
|
Statements.
|
|
SECTION 4.04
|
Remittance Reports; Advances.
|
|
SECTION 4.05
|
Pre-Funding Accounts.
|
|
SECTION 4.06
|
Interest Coverage Accounts.
|
|
SECTION 4.07
|
Net WAC Rate Carryover Reserve
Account.
|
|
SECTION 4.08
|
Distributions on the REMIC Regular
Interests.
|
|
SECTION 4.09
|
Allocation of Realized Losses.
|
|
SECTION 4.10
|
Swap Account.
|
|
SECTION 4.11
|
Tax Treatment of Swap Payments and Swap
Termination Payments.
|
ARTICLE V
THE CERTIFICATES
|
SECTION 5.01
|
The Certificates.
|
|
SECTION 5.02
|
Registration of Transfer and Exchange of
Certificates.
|
|
SECTION 5.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
SECTION 5.04
|
Persons Deemed Owners.
|
|
SECTION 5.05
|
Appointment of Paying Agent.
|
ARTICLE VI
THE SERVICER AND THE DEPOSITOR
|
SECTION 6.01
|
Liability of the Servicer and the
Depositor.
|
|
SECTION 6.02
|
Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Depositor.
|
|
SECTION 6.03
|
Limitation on Liability of the Servicer and
Others.
|
|
SECTION 6.04
|
Servicer Not to Resign.
|
|
SECTION 6.05
|
Delegation of Duties.
|
|
SECTION 6.06
|
Credit Risk Manager.
|
|
SECTION 6.07
|
Inspection.
|
ARTICLE VII
DEFAULT
|
SECTION 7.01
|
Servicer Events of Termination.
|
|
SECTION 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
SECTION 7.03
|
Waiver of Defaults.
|
|
SECTION 7.04
|
Notification to Certificateholders.
|
|
SECTION 7.05
|
Survivability of Servicer
Liabilities.
|
ARTICLE VIII
THE TRUSTEE
|
SECTION 8.01
|
Duties of Trustee.
|
|
SECTION 8.02
|
Certain Matters Affecting the
Trustee.
|
|
SECTION 8.03
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
|
SECTION 8.04
|
Trustee May Own Certificates.
|
|
SECTION 8.05
|
Trustee Compensation and Expenses.
|
|
SECTION 8.06
|
Eligibility Requirements for Trustee.
|
|
SECTION 8.07
|
Resignation or Removal of Trustee.
|
|
SECTION 8.08
|
Successor Trustee.
|
|
SECTION 8.09
|
Merger or Consolidation of Trustee.
|
|
SECTION 8.10
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
SECTION 8.11
|
Limitation of Liability.
|
|
SECTION 8.12
|
Trustee May Enforce Claims Without Possession of
Certificates.
|
|
SECTION 8.13
|
Suits for Enforcement.
|
|
SECTION 8.14
|
Waiver of Bond Requirement.
|
|
SECTION 8.15
|
Waiver of Inventory, Accounting and Appraisal
Requirement.
|
|
SECTION 8.16
|
Appointment of the Custodian.
|
ARTICLE IX
REMIC ADMINISTRATION
|
SECTION 9.01
|
REMIC Administration.
|
|
SECTION 9.02
|
Prohibited Transactions and
Activities.
|
|
SECTION 9.03
|
Indemnification with Respect to Certain Taxes
and Loss of REMIC Status.
|
ARTICLE X
TERMINATION
|
SECTION 10.01
|
Termination.
|
|
SECTION 10.02
|
Additional Termination Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
SECTION 11.01
|
Amendment.
|
|
SECTION 11.02
|
Recordation of Agreement;
Counterparts.
|
|
SECTION 11.03
|
Limitation on Rights of
Certificateholders.
|
|
SECTION 11.04
|
Governing Law; Jurisdiction.
|
|
SECTION 11.05
|
Notices.
|
|
SECTION 11.06
|
Severability of Provisions.
|
|
SECTION 11.07
|
Article and Section References.
|
|
SECTION 11.08
|
Notice to the Rating Agencies and the NIMS
Insurer.
|
|
SECTION 11.09
|
Further Assurances.
|
|
SECTION 11.10
|
Benefits of Agreement.
|
|
SECTION 11.11
|
Acts of Certificateholders.
|
|
SECTION 11.12
|
Third Party Rights.
|
Exhibits :
|
Exhibit A-1
|
Form of Class I-A1 Certificates
|
|
Exhibit A-2
|
Form of Class II-A1 Certificates
|
|
Exhibit A-3
|
Form of Class II-A2 Certificates
|
|
Exhibit A-4
|
Form of Class II-A3 Certificates
|
|
Exhibit A-5
|
Form of Class II-A4 Certificates
|
|
Exhibit A-6
|
Form of Class M-1 Certificates
|
|
Exhibit A-7
|
Form of Class M-2 Certificates
|
|
Exhibit A-8
|
Form of Class M-3 Certificates
|
|
Exhibit A-9
|
Form of Class M-4 Certificates
|
|
Exhibit A-10
|
Form of Class M-5 Certificates
|
|
Exhibit A-11
|
Form of Class M-6 Certificates
|
|
Exhibit A-12
|
Form of Class M-7 Certificates
|
|
Exhibit A-13
|
Form of Class M-8 Certificates
|
|
Exhibit A-14
|
Form of Class M-9 Certificates
|
|
Exhibit A-15
|
Form of Class M-10 Certificates
|
|
Exhibit A-16
|
Form of Class B-1 Certificates
|
|
Exhibit A-17
|
Form of Class B-2 Certificates
|
|
Exhibit A-18
|
Form of Class B-3 Certificates
|
|
Exhibit A-19
|
Form of Class C Certificates
|
|
Exhibit A-20
|
Form of Class P Certificates
|
|
Exhibit A-21
|
Form of Class R Certificates
|
|
Exhibit A-22
|
Form of Class R-X Certificates
|
|
Exhibit B
|
[Reserved]
|
|
Exhibit C
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit D
|
Mortgage Loan Schedule
|
|
Exhibit E
|
Request for Release
|
|
Exhibit F-1
|
Form of Trustee’s Initial
Certification
|
|
Exhibit F-2
|
Form of Final Trust Receipt
|
|
Exhibit G
|
Form of Custodial Agreement
|
|
Exhibit H
|
Form of Lost Note Affidavit
|
|
Exhibit I
|
Form of Limited Power of Attorney
|
|
Exhibit J
|
Form of Investment Letter
|
|
Exhibit K
|
Form of Transfer Affidavit for Residual
Certificates
|
|
Exhibit L
|
Form of Transferor Certificate
|
|
Exhibit M
|
Form of ERISA Representation Letter
|
|
Exhibit N-1
|
Form Certification to be Provided by the
Depositor with Form 10-K
|
|
Exhibit N-2
|
Form Certification to be Provided to the
Depositor by the Trustee
|
|
Exhibit N-3
|
Form Certification to be Provided to the
Depositor by the Servicer
|
|
Exhibit O
|
Form of Cap Contract
|
|
Exhibit P
|
Form of Annual Statement as to
Compliance
|
|
Exhibit Q
|
Form of Addition Notice
|
|
Exhibit R
|
Form of Subsequent Transfer
Instrument
|
|
Exhibit S
|
Form of Interest Rate Swap Agreement
|
|
|
|
|
Schedule I
|
Prepayment Charge Schedule
|
This Pooling and Servicing Agreement
is dated as of November 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-two 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 II-A4 Certificates, (vi) the
Class M-1 Certificates, (vii) the Class M-2 Certificates (viii) the
Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the
Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the
Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv)
the Class M-9 Certificates, (xv) the Class M-10 Certificates, (xvi)
the Class B-1 Certificates, (xvii) the Class B-2 Certificates,
(xviii) the Class B-3 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, the Interest Rate Swap
Agreement, the Swap Acount, any Servicer Prepayment Charge Payment
Amounts and the Cap Contract) as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 1.” The Class R-1 Interest shall represent the
sole class of “residual interests” in REMIC 1 for
purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated
REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1 Regular Interests (as defined
herein). None of the REMIC 1 Regular Interests shall be
certificated.
|
Designation
|
|
Uncertificated REMIC 1
Pass-Through Rate
|
|
Initial Uncertificated
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
I-LT1
|
|
Variable (2)
|
|
$
|
527,045,761.54
|
|
December 25, 2035
|
|
I-LT1PF
|
|
Variable (2)
|
|
$
|
136,257,723.27
|
|
December 25, 2035
|
|
I-LT2
|
|
Variable (2)
|
|
$
|
455,559,739.84
|
|
December 25, 2035
|
|
I-LT2PF
|
|
Variable (2)
|
|
$
|
121,265,771.87
|
|
December 25, 2035
|
|
I-LTP
|
|
Variable (2)
|
|
$
|
100.00
|
|
December 25, 2035
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
|
REMIC 2
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 2.” The Class R-2 Interest will be the sole
class of “residual interests” in REMIC 2 for purposes
of the REMIC Provisions (as defined herein). 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). None of the REMIC 2 Regular Interests will be
certificated.
|
Designation
|
|
Uncertificated REMIC 2
Pass-Through Rate
|
|
Initial
Uncertificated Principal
Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
I
|
|
Variable (2)
|
|
$
|
436,611,614.02
|
|
December 25, 2035
|
|
|
I-1-A
|
|
Variable (2)
|
|
$
|
13,606,961.25
|
|
December 25, 2035
|
|
|
I-1-B
|
|
Variable (2)
|
|
$
|
13,606,961.25
|
|
December 25, 2035
|
|
|
I-2-A
|
|
Variable (2)
|
|
$
|
13,126,266.25
|
|
December 25, 2035
|
|
|
I-2-B
|
|
Variable (2)
|
|
$
|
13,126,266.25
|
|
December 25, 2035
|
|
|
I-3-A
|
|
Variable (2)
|
|
$
|
13,259,327.50
|
|
December 25, 2035
|
|
|
I-3-B
|
|
Variable (2)
|
|
$
|
13,259,327.50
|
|
December 25, 2035
|
|
|
I-4-A
|
|
Variable (2)
|
|
$
|
13,573,556.25
|
|
December 25, 2035
|
|
|
I-4-B
|
|
Variable (2)
|
|
$
|
13,573,556.25
|
|
December 25, 2035
|
|
|
I-5-A
|
|
Variable (2)
|
|
$
|
13,839,653.75
|
|
December 25, 2035
|
|
|
I-5-B
|
|
Variable (2)
|
|
$
|
13,839,653.75
|
|
December 25, 2035
|
|
|
I-6-A
|
|
Variable (2)
|
|
$
|
14,055,477.50
|
|
December 25, 2035
|
|
|
I-6-B
|
|
Variable (2)
|
|
$
|
14,055,477.50
|
|
December 25, 2035
|
|
|
I-7-A
|
|
Variable (2)
|
|
$
|
14,219,266.25
|
|
December 25, 2035
|
|
|
I-7-B
|
|
Variable (2)
|
|
$
|
14,219,266.25
|
|
December 25, 2035
|
|
|
I-8-A
|
|
Variable (2)
|
|
$
|
14,329,660.00
|
|
December 25, 2035
|
|
|
I-8-B
|
|
Variable (2)
|
|
$
|
14,329,660.00
|
|
December 25, 2035
|
|
|
I-9-A
|
|
Variable (2)
|
|
$
|
14,385,722.50
|
|
December 25, 2035
|
|
|
I-9-B
|
|
Variable (2)
|
|
$
|
14,385,722.50
|
|
December 25, 2035
|
|
|
I-10-A
|
|
Variable (2)
|
|
$
|
14,386,958.75
|
|
December 25, 2035
|
|
|
I-10-B
|
|
Variable (2)
|
|
$
|
14,386,958.75
|
|
December 25, 2035
|
|
|
I-11-A
|
|
Variable (2)
|
|
$
|
14,333,326.25
|
|
December 25, 2035
|
|
|
I-11-B
|
|
Variable (2)
|
|
$
|
14,333,326.25
|
|
December 25, 2035
|
|
|
I-12-A
|
|
Variable (2)
|
|
$
|
86,256,083.75
|
|
December 25, 2035
|
|
|
I-12-B
|
|
Variable (2)
|
|
$
|
86,256,083.75
|
|
December 25, 2035
|
|
|
I-13-A
|
|
Variable (2)
|
|
$
|
43,119,971.25
|
|
December 25, 2035
|
|
|
I-13-B
|
|
Variable (2)
|
|
$
|
43,119,971.25
|
|
December 25, 2035
|
|
|
I-14-A
|
|
Variable (2)
|
|
$
|
43,181,606.25
|
|
December 25, 2035
|
|
|
I-14-B
|
|
Variable (2)
|
|
$
|
43,181,606.25
|
|
December 25, 2035
|
|
|
I-15-A
|
|
Variable (2)
|
|
$
|
3,731,086.25
|
|
December 25, 2035
|
|
|
I-15-B
|
|
Variable (2)
|
|
$
|
3,731,086.25
|
|
December 25, 2035
|
|
|
I-16-A
|
|
Variable (2)
|
|
$
|
3,536,410.00
|
|
December 25, 2035
|
|
|
I-16-B
|
|
Variable (2)
|
|
$
|
3,536,410.00
|
|
December 25, 2035
|
|
|
I-17-A
|
|
Variable (2)
|
|
$
|
3,352,406.25
|
|
December 25, 2035
|
|
|
I-17-B
|
|
Variable (2)
|
|
$
|
3,352,406.25
|
|
December 25, 2035
|
|
|
I-18-A
|
|
Variable (2)
|
|
$
|
3,178,475.00
|
|
December 25, 2035
|
|
|
I-18-B
|
|
Variable (2)
|
|
$
|
3,178,475.00
|
|
December 25, 2035
|
|
|
I-19-A
|
|
Variable (2)
|
|
$
|
3,014,040.00
|
|
December 25, 2035
|
|
|
I-19-B
|
|
Variable (2)
|
|
$
|
3,014,040.00
|
|
December 25, 2035
|
|
|
I-20-A
|
|
Variable (2)
|
|
$
|
2,858,563.75
|
|
December 25, 2035
|
|
|
I-20-B
|
|
Variable (2)
|
|
$
|
2,858,563.75
|
|
December 25, 2035
|
|
|
I-21-A
|
|
Variable (2)
|
|
$
|
2,711,541.25
|
|
December 25, 2035
|
|
|
I-21-B
|
|
Variable (2)
|
|
$
|
2,711,541.25
|
|
December 25, 2035
|
|
|
I-22-A
|
|
Variable (2)
|
|
$
|
2,572,493.75
|
|
December 25, 2035
|
|
|
I-22-B
|
|
Variable (2)
|
|
$
|
2,572,493.75
|
|
December 25, 2035
|
|
|
I-23-A
|
|
Variable (2)
|
|
$
|
2,440,971.25
|
|
December 25, 2035
|
|
|
I-23-B
|
|
Variable (2)
|
|
$
|
2,440,971.25
|
|
December 25, 2035
|
|
|
I-24-A
|
|
Variable (2)
|
|
$
|
11,271,576.25
|
|
December 25, 2035
|
|
|
I-24-B
|
|
Variable (2)
|
|
$
|
11,271,576.25
|
|
December 25, 2035
|
|
|
I-25-A
|
|
Variable (2)
|
|
$
|
7,796,428.75
|
|
December 25, 2035
|
|
|
I-25-B
|
|
Variable (2)
|
|
$
|
7,796,428.75
|
|
December 25, 2035
|
|
|
I-26-A
|
|
Variable (2)
|
|
$
|
6,545,262.50
|
|
December 25, 2035
|
|
|
I-26-B
|
|
Variable (2)
|
|
$
|
6,545,262.50
|
|
December 25, 2035
|
|
|
I-27-A
|
|
Variable (2)
|
|
$
|
829,036.25
|
|
December 25, 2035
|
|
|
I-27-B
|
|
Variable (2)
|
|
$
|
829,036.25
|
|
December 25, 2035
|
|
|
I-28-A
|
|
Variable (2)
|
|
$
|
799,117.50
|
|
December 25, 2035
|
|
|
I-28-B
|
|
Variable (2)
|
|
$
|
799,117.50
|
|
December 25, 2035
|
|
|
I-29-A
|
|
Variable (2)
|
|
$
|
770,288.75
|
|
December 25, 2035
|
|
|
I-29-B
|
|
Variable (2)
|
|
$
|
770,288.75
|
|
December 25, 2035
|
|
|
I-30-A
|
|
Variable (2)
|
|
$
|
742,513.75
|
|
December 25, 2035
|
|
|
I-30-B
|
|
Variable (2)
|
|
$
|
742,513.75
|
|
December 25, 2035
|
|
|
I-31-A
|
|
Variable (2)
|
|
$
|
715,748.75
|
|
December 25, 2035
|
|
|
I-31-B
|
|
Variable (2)
|
|
$
|
715,748.75
|
|
December 25, 2035
|
|
|
I-32-A
|
|
Variable (2)
|
|
$
|
689,961.25
|
|
December 25, 2035
|
|
|
I-32-B
|
|
Variable (2)
|
|
$
|
689,961.25
|
|
December 25, 2035
|
|
|
I-33-A
|
|
Variable (2)
|
|
$
|
665,110.00
|
|
December 25, 2035
|
|
|
I-33-B
|
|
Variable (2)
|
|
$
|
665,110.00
|
|
December 25, 2035
|
|
|
I-34-A
|
|
Variable (2)
|
|
$
|
641,165.00
|
|
December 25, 2035
|
|
|
I-34-B
|
|
Variable (2)
|
|
$
|
641,165.00
|
|
December 25, 2035
|
|
|
I-35-A
|
|
Variable (2)
|
|
$
|
618,088.75
|
|
December 25, 2035
|
|
|
I-35-B
|
|
Variable (2)
|
|
$
|
618,088.75
|
|
December 25, 2035
|
|
|
I-36-A
|
|
Variable (2)
|
|
$
|
595,850.00
|
|
December 25, 2035
|
|
|
I-36-B
|
|
Variable (2)
|
|
$
|
595,850.00
|
|
December 25, 2035
|
|
|
I-37-A
|
|
Variable (2)
|
|
$
|
574,420.00
|
|
December 25, 2035
|
|
|
I-37-B
|
|
Variable (2)
|
|
$
|
574,420.00
|
|
December 25, 2035
|
|
|
I-38-A
|
|
Variable (2)
|
|
$
|
553,766.25
|
|
December 25, 2035
|
|
|
I-38-B
|
|
Variable (2)
|
|
$
|
553,766.25
|
|
December 25, 2035
|
|
|
I-39-A
|
|
Variable (2)
|
|
$
|
533,861.25
|
|
December 25, 2035
|
|
|
I-39-B
|
|
Variable (2)
|
|
$
|
533,861.25
|
|
December 25, 2035
|
|
|
I-40-A
|
|
Variable (2)
|
|
$
|
14,346,671.25
|
|
December 25, 2035
|
|
|
I-40-B
|
|
Variable (2)
|
|
$
|
14,346,671.25
|
|
December 25, 2035
|
|
|
P
|
|
Variable (2)
|
|
$
|
100.00
|
|
December 25, 2035
|
|
________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC 2 Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC 2 Pass-Through Rate”
herein.
|
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 represent the
sole class of “residual interests” in REMIC 3 for
purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC 3 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 3 Regular
Interests (as defined herein). None of the REMIC 3 Regular
Interests will be certificated.
|
Designation
|
|
Uncertificated REMIC 3
Pass-Through Rate
|
|
Initial Uncertificated
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
LTAA
|
|
Variable (2)
|
|
$
|
1,215,326,416.59
|
|
December 25, 2035
|
|
LTIA1
|
|
Variable (2)
|
|
$
|
3,707,770.00
|
|
December 25, 2035
|
|
LTIIA1
|
|
Variable (2)
|
|
$
|
1,792,000.00
|
|
December 25, 2035
|
|
LTIIA2
|
|
Variable (2)
|
|
$
|
755,000.00
|
|
December 25, 2035
|
|
LTIIA3
|
|
Variable (2)
|
|
$
|
481,200.00
|
|
December 25, 2035
|
|
LTIIA4
|
|
Variable (2)
|
|
$
|
176,670.00
|
|
December 25, 2035
|
|
LTM1
|
|
Variable (2)
|
|
$
|
530,610.00
|
|
December 25, 2035
|
|
LTM2
|
|
Variable (2)
|
|
$
|
515,870.00
|
|
December 25, 2035
|
|
LTM3
|
|
Variable (2)
|
|
$
|
201,430.00
|
|
December 25, 2035
|
|
LTM4
|
|
Variable (2)
|
|
$
|
245,650.00
|
|
December 25, 2035
|
|
LTM5
|
|
Variable (2)
|
|
$
|
226,000.00
|
|
December 25, 2035
|
|
LTM6
|
|
Variable (2)
|
|
$
|
152,300.00
|
|
December 25, 2035
|
|
LTM7
|
|
Variable (2)
|
|
$
|
191,610.00
|
|
December 25, 2035
|
|
LTM8
|
|
Variable (2)
|
|
$
|
152,300.00
|
|
December 25, 2035
|
|
LTM9
|
|
Variable (2)
|
|
$
|
122,830.00
|
|
December 25, 2035
|
|
LTM10
|
|
Variable (2)
|
|
$
|
117,910.00
|
|
December 25, 2035
|
|
LTB1
|
|
Variable (2)
|
|
$
|
63,870.00
|
|
December 25, 2035
|
|
LTB2
|
|
Variable (2)
|
|
$
|
98,260.00
|
|
December 25, 2035
|
|
LTB3
|
|
Variable (2)
|
|
$
|
88,430.00
|
|
December 25, 2035
|
|
LTZZ
|
|
Variable (2)
|
|
$
|
15,182,869.93
|
|
December 25, 2035
|
|
LTP
|
|
Variable (2)
|
|
$
|
100.00
|
|
December 25, 2035
|
|
LTIO
|
|
Variable (2)
|
|
|
(3)
|
|
December 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 3
Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC 3 Pass-Through Rate”
herein.
|
|
(3)
|
REMIC 3 Regular Interest LTIO will not have an
Uncertificated Principal Balance, but will accrue interest on its
Uncertificated Notional Amount.
|
REMIC 4
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 4.” The Class R-4 Interest shall evidence the
sole class of “residual interests” in REMIC 4 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 4 created hereunder:
|
Designation
|
|
Original Class Certificate
Principal Balance
|
|
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
Class I-A1
|
|
$
|
370,777,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class II-A1
|
|
$
|
179,200,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class II-A2
|
|
$
|
75,500,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class II-A3
|
|
$
|
48,120,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class II-A4
|
|
$
|
17,667,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-1
|
|
$
|
53,061,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-2
|
|
$
|
51,587,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-3
|
|
$
|
20,143,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-4
|
|
$
|
24,565,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-5
|
|
$
|
22,600,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-6
|
|
$
|
15,230,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-7
|
|
$
|
19,161,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-8
|
|
$
|
15,230,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-9
|
|
$
|
12,283,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class M-10
|
|
$
|
11,791,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class B-1
|
|
$
|
6,387,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class B-2
|
|
$
|
9,826,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class B-3
|
|
$
|
8,843,000.00
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class C Interest
|
|
$
|
20,634,501.24
|
|
Variable (2)
|
|
December 25, 2035
|
|
Class P Interest
|
|
$
|
100.00
|
|
N/A (4)
|
|
December 25, 2035
|
|
Class IO Interest
|
|
|
(5)
|
|
(6)
|
|
December 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 4.
|
|
(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
3 Regular Interests (other than REMIC 3 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.
|
|
(5)
|
For federal income tax purposes, the Class IO
Interest will not have a Class Certificate Principal Balance, but
will have a notional amount equal to the Uncertificated Notional
Amount of REMIC 3 Regular Interest LTIO.
|
|
(6)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC 3 Regular Interest
LTIO.
|
REMIC 5
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 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 C
Certificates.
|
|
Original Class Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
Class C
|
$20,634,501.24
|
Variable (2)
|
December 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 6
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 6.” The Class R-6 Interest
represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for the Class P
Certificates.
|
|
Original Class Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
Class P
|
$100.00
|
Variable (2)
|
December 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.
|
REMIC 7
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets shall be
designated as “REMIC 7.” The Class R-7 Interest
represents the sole class of “residual interests” in
REMIC 7 for purposes of the REMIC Provisions. The following table
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 the indicated REMIC
7 Regular Interest, which will be uncertificated.
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
|
|
Latest Possible
Maturity Date
(1)
|
|
SWAP IO
|
N/A
|
Variable (2)
|
December 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 REMIC 7 Regular Interest Swap
IO.
|
|
(2)
|
REMIC 7 Regular Interest SWAP IO shall receive
100% of amounts received in respect of the Class IO 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
Custodian 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 Custodian
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), the Trustee pursuant to Section 3.11(b) or the Swap
Provider (including any New Swap Payment and Swap Termination
Payment owed to the Swap Provider but excluding any Swap
Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event) (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, (d) any indemnification
payments or expense reimbursements made by the Trust Fund pursuant
to Section 8.05, and (e) any Net Swap Payment or Swap Termination
Payment owed to the Swap Provider (other than any Swap Termination
Payment owed to the Swap Provider resulting from a Swap Provider
Trigger Event).
“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, in its capacity as Supplemental
Interest Trust 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 3 Regular Interest,
as follows:
|
|
|
|
|
|
|
|
I-A1
|
LTIA1
|
0.220%
|
0.440%
|
|
II-A1
|
LTIIA1
|
0.100%
|
0.200%
|
|
II-A2
|
LTIIA2
|
0.190%
|
0.380%
|
|
II-A3
|
LTIIA3
|
0.280%
|
0.560%
|
|
II-A4
|
LTIIA4
|
0.350%
|
0.700%
|
|
M-1
|
LTM1
|
0.480%
|
0.720%
|
|
M-2
|
LTM2
|
0.500%
|
0.750%
|
|
M-3
|
LTM3
|
0.550%
|
0.825%
|
|
M-4
|
LTM4
|
0.650%
|
0.975%
|
|
M-5
|
LTM5
|
0.710%
|
1.065%
|
|
M-6
|
LTM6
|
0.750%
|
1.125%
|
|
M-7
|
LTM7
|
1.650%
|
2.475%
|
|
M-8
|
LTM8
|
2.500%
|
3.750%
|
|
M-9
|
LTM9
|
2.500%
|
3.750%
|
|
M-10
|
LTM10
|
2.500%
|
3.750%
|
|
B-1
|
LTB1
|
2.000%
|
3.000%
|
|
B-2
|
LTB2
|
2.000%
|
3.000%
|
|
B-3
|
LTB3
|
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 3 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, Class II-A3 Certificate or Class II-A4
Certificate.
“Class B Certificates”:
Any Class B-1 Certificate, Class B-2 Certificate or Class B-3
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-16,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 92.00% 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 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-17,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 94.00% 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 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-18,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 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), (xix) 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) 95.80% 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 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 (i) a Regular Interest in REMIC 5, (ii) the
obligation to pay Net WAC Rate
Carryover Amounts and Swap Termination Payments and (iii) the right
to receive the Class IO Distribution Amount.
“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 4 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 (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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 (i) a Regular Interest in REMIC 4, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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 (i) a Regular Interest in REMIC 4, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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 (i) a Regular Interest in REMIC 4, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class II-A4
Certificate”: Any one of the Class II-A4 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-5, representing (i) a Regular Interest in REMIC 4, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class IO Distribution
Amount”: As defined in Section 4.10 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Supplemental Interest Trust
Trustee on such Distribution Date in excess of
the amount payable on the Class IO
Interest on such Distribution Date, all as further provided in
Section 4.10 hereof.
“Class IO Interest”: An
uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 4.
“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) 51.50% 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-2 Certificate”:
Any one of the Class M-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 62.00% 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-3 Certificate”:
Any one of the Class M-3 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8,
representing (i) a Regular Interest in REMIC 4, (ii) the right
to
receive the Net WAC Rate Carryover
Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“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) 66.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 71.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 75.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the related Overcollateralization
Floor.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 78.80% 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-7 Certificate”:
Any one of the Class M-7 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 82.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
related Overcollateralization Floor.
“Class M-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-13,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 85.80% 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-9 Certificate”:
Any one of the Class M-9 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14,
representing (i) a Regular Interest in REMIC 4, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“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) 88.30% 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-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-15, representing (i) a Regular Interest in REMIC 4, (ii) the
right to receive the Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
“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) 90.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class 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 6.
“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 4 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, Class R-3 Interest
and the Class R-4 Interest.
“Class R-1 Interest”:
The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”:
The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”:
The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”:
The uncertificated Residual Interest in REMIC 4.
“Class R-5 Interest”:
The uncertificated Residual Interest in REMIC 5.
“Class R-6 Interest”:
The uncertificated Residual Interest in REMIC 6.
“Class R-7 Interest”:
The uncertificated Residual Interest in REMIC 7.
“Class R-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-5 Interest, Class R-6
Interest and the Class R-7 Interest.
“Close of Business”: As
used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing Date”: December
15, 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-FFH4, Asset-Backed Certificates, Series 2005-FFH4,”
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 3 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
|
|
LTIIA4
|
Class II-A4
|
|
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
|
|
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 investme
