FINANCIAL ASSET SECURITIES CORP., Depositor WELLS FARGO BANK, N.A. Servicer (Effective January 1, 2007 and February 1, 2007) and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2006 Fremont Home...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
XXXXX
FARGO BANK, N.A.
Servicer
(Effective
January 1, 2007 and February 1, 2007)
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of September 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-3
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms.
SECTION
1.02 Accounting.
SECTION
1.03 Allocation
of Certain Interest Shortfalls.
SECTION
1.04 Rights
of
the NIMS Insurer.
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION
2.01 Conveyance
of Mortgage Loans.
SECTION
2.02 Acceptance
by Trustee.
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Originator or 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 Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by the
Trustee; Conveyance of REMIC Regular Interests; 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; Subcontractors.
SECTION
3.03 Successor
Sub-Servicers.
SECTION
3.04 Liability
of the Servicer.
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and the Trustee or
Certificateholders.
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements.
SECTION
3.07 Collection
of Certain Mortgage Loan Payments.
SECTION
3.08 Sub-Servicing
Accounts.
SECTION
3.09 Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION
3.10 Collection
Account.
SECTION
3.11 Withdrawals
from the Collection Account.
SECTION
3.12 Investment
of Funds in the Collection 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;
Collection Account Statements.
SECTION
3.20 Statement
as to Compliance.
SECTION
3.21 Assessments
of Compliance and Attestation Reports.
SECTION
3.22 Remedies
Regarding Statements as to Compliance, Assessments of Compliance and Attestation
Reports.
SECTION
3.23 Access
to
Certain Documentation.
SECTION
3.24 Title,
Management and Disposition of REO Property.
SECTION
3.25 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
SECTION
3.26 Obligations
of the Servicer in Respect of Monthly Payments.
SECTION
3.27 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 Swap
Account.
SECTION
4.06 Tax
Treatment of Swap Payments and Swap Termination Payments.
SECTION
4.07 Commission
Reporting.
SECTION
4.08 Net
WAC
Rate Carryover Reserve Account.
SECTION
4.09 Distributions
on the REMIC Regular Interests.
SECTION
4.10 Allocation
of Realized Losses.
SECTION
4.11 Pre-Funding
Accounts.
SECTION
4.12 Interest
Coverage Accounts.
SECTION
4.13 Cap
Account.
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, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION
6.01 Liability
of the Servicer and the Depositor.
SECTION
6.02 Merger
or
Consolidation of, or Assumption of the Obligations of, the Servicer or the
Depositor.
SECTION
6.03 Limitation
on Liability of the Servicer and Others.
SECTION
6.04 Servicer
Not to Resign.
SECTION
6.05 Delegation
of Duties.
SECTION
6.06 [Reserved].
SECTION
6.07 Inspection.
SECTION
6.08 Credit
Risk Manager.
SECTION
6.09 Limitation
Upon Liability of the Credit Risk Manager.
SECTION
6.10 Removal
of the Credit Risk Manager.
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.
ARTICLE
IX
REMIC
ADMINISTRATION
SECTION
9.01 REMIC
Administration.
SECTION
9.02 Prohibited
Transactions and Activities.
SECTION
9.03 Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
ARTICLE
X
TERMINATION
SECTION
10.01 Termination.
SECTION
10.02 Additional
Termination Requirements.
ARTICLE
XI
MISCELLANEOUS PROVISIONS
SECTION
11.01 Amendment.
SECTION
11.02 Recordation
of Agreement; Counterparts.
SECTION
11.03 Limitation
on Rights of Certificateholders.
SECTION
11.04 Governing
Law; Jurisdiction.
SECTION
11.05 Notices.
SECTION
11.06 Severability
of Provisions.
SECTION
11.07 Article
and Section References.
SECTION
11.08 Notice
to
the Rating Agencies and the NIMS Insurer.
SECTION
11.09 Further
Assurances.
SECTION
11.10 Third
Party Rights.
SECTION
11.11 Benefits
of Agreement.
SECTION
11.12 Acts
of
Certificateholders.
SECTION
11.13 Intention
of the Parties and Interpretation.
Exhibits:
Exhibit
A-1 Form
of
Class I-A-1 Certificates
Exhibit
A-2 Form
of
Class II-A-1 Certificates
Exhibit
A-3 Form
of
Class II-A-2 Certificates
Exhibit
A-4 Form
of
Class II-A-3 Certificates
Exhibit
A-5 Form
of
Class II-A-4 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 C Certificates
Exhibit
A-17 Form
of
Class P Certificates
Exhibit
A-18 Form
of
Class R Certificates
Exhibit
A-19 Form
of
Class R-X Certificates
Exhibit
B [Reserved]
Exhibit
C Form
of
Assignment Agreement
Exhibit
D Mortgage
Loan Schedule
Exhibit
E Request
for Release
Exhibit
F-1 Form
of
Trustee’s/Custodian’s Initial Certification
Exhibit
F-2 Form
of
Trustee’s/Custodian’s Final Certification
Exhibit
F-3 Form
of
Receipt of Mortgage Note
Exhibit
G [Reserved]
Exhibit
H Form
of
Lost Note Affidavit
Exhibit
I Form
of
Limited Power of Attorney
Exhibit
J Form
of
Investment Letter
Exhibit
K Form
of
Transfer Affidavit for Residual Certificates
Exhibit
L Form
of
Transferor Certificate
Exhibit
M Form
of
ERISA Representation Letter
Exhibit
N-1 Form
Certification to be Provided by the Depositor with Form 10-K
Exhibit
N-2 Form
Certification to be Provided to the Depositor by the Trustee
Exhibit
N-3 Form
Certification to be Provided to the Depositor by the Servicer
Exhibit
O Form
of
Interest Rate Cap Contract
Exhibit
P Form
of
Annual Statement as to Compliance
Exhibit
Q Form
of
Interest Rate Swap Agreement
Exhibit
R-1 Form
of
Watchlist Report
Exhibit
R-2 Form
of
Loss Severity Report
Exhibit
R-3 [Reserved]
Exhibit
R-4 Form
of
Prepayment Premiums Report
Exhibit
R-5 Form
of
Analytics Report
Exhibit
S Servicing
Criteria
Exhibit
T Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit
U Form
of
Basis Risk Cap Agreement
Exhibit
V Form
of
Subsequent Transfer Instrument
Exhibit
W Form
of
Addition Notice
Exhibit
X Form
of
Cap Allocation Agreement
Exhibit
Y Form
of
Certification to be Provided by the Credit Risk Manager
Schedule
I Prepayment
Charge Schedule
Schedule
II Swap
Payment Schedule
Schedule
III Schedule
of Mortgage Loans and Servicing Transfer Dates
This
Pooling and Servicing Agreement is dated as of September 1, 2006 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), XXXXX FARGO BANK, N.A., as servicer effective January 1, 2007 and
February 1, 2007 (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 nineteen classes
of
certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
Certificates, (v) the Class II-A-4 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 C Certificates, (xvii) the Class P Certificates,
(xviii) the Class R Certificates and (xix) 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 Cap Allocation Agreement, the Cap Account, the Interest
Rate Swap Agreement, the Swap Acount, the Supplemental Interest Trust, any
Servicer Prepayment Charge Payment Amounts, the Basis Risk Cap Agreement
and the
Interest Rate 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
|
)
|
$
|
444,210,719.25
|
February
25, 2037
|
|||||
I-LT1PF
|
Variable(2
|
)
|
$
|
229,839,482.91
|
February
25, 0000
|
|||||
X-XX0
|
Variable(2
|
)
|
$
|
618,617,188.27
|
February
25, 2037
|
|||||
I-LT2PF
|
Variable(2
|
)
|
$
|
337,068,542.52
|
February
25, 0000
|
|||||
X-XXX
|
Variable(2
|
)
|
$
|
100.00
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions. 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 shall be certificated.
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
I
|
Variable(2
|
)
|
$
|
346,639,537.95
|
February
25, 2037
|
|||||
I-1-A
|
Variable(2
|
)
|
$
|
29,413,147.50
|
February
25, 2037
|
|||||
I-1-B
|
Variable(2
|
)
|
$
|
29,413,147.50
|
February
25, 2037
|
|||||
I-2-A
|
Variable(2
|
)
|
$
|
28,988,721.25
|
February
25, 2037
|
|||||
I-2-B
|
Variable(2
|
)
|
$
|
28,988,721.25
|
February
25, 2037
|
|||||
I-3-A
|
Variable(2
|
)
|
$
|
27,635,755.00
|
February
25, 2037
|
|||||
I-3-B
|
Variable(2
|
)
|
$
|
27,635,755.00
|
February
25, 2037
|
|||||
I-4-A
|
Variable(2
|
)
|
$
|
26,344,905.00
|
February
25, 2037
|
|||||
I-4-B
|
Variable(2
|
)
|
$
|
26,344,905.00
|
February
25, 2037
|
|||||
I-5-A
|
Variable(2
|
)
|
$
|
25,114,987.50
|
February
25, 2037
|
|||||
I-5-B
|
Variable(2
|
)
|
$
|
25,114,987.50
|
February
25, 2037
|
|||||
I-6-A
|
Variable(2
|
)
|
$
|
23,943,098.75
|
February
25, 2037
|
|||||
I-6-B
|
Variable(2
|
)
|
$
|
23,943,098.75
|
February
25, 2037
|
|||||
I-7-A
|
Variable(2
|
)
|
$
|
22,826,485.00
|
February
25, 2037
|
|||||
I-7-B
|
Variable(2
|
)
|
$
|
22,826,485.00
|
February
25, 2037
|
|||||
I-8-A
|
Variable(2
|
)
|
$
|
21,762,511.25
|
February
25, 2037
|
|||||
I-8-B
|
Variable(2
|
)
|
$
|
21,762,511.25
|
February
25, 2037
|
|||||
I-9-A
|
Variable(2
|
)
|
$
|
20,748,676.25
|
February
25, 2037
|
|||||
I-9-B
|
Variable(2
|
)
|
$
|
20,748,676.25
|
February
25, 2037
|
|||||
I-10-A
|
Variable(2
|
)
|
$
|
19,788,120.00
|
February
25, 2037
|
|||||
I-10-B
|
Variable(2
|
)
|
$
|
19,788,120.00
|
February
25, 2037
|
|||||
I-11-A
|
Variable(2
|
)
|
$
|
18,903,156.25
|
February
25, 2037
|
|||||
I-11-B
|
Variable(2
|
)
|
$
|
18,903,156.25
|
February
25, 2037
|
|||||
I-12-A
|
Variable(2
|
)
|
$
|
18,270,661.25
|
February
25, 2037
|
|||||
I-12-B
|
Variable(2
|
)
|
$
|
18,270,661.25
|
February
25, 2037
|
|||||
I-13-A
|
Variable(2
|
)
|
$
|
192,270,222.50
|
February
25, 2037
|
|||||
I-13-B
|
Variable(2
|
)
|
$
|
192,270,222.50
|
February
25, 2037
|
|||||
I-14-A
|
Variable(2
|
)
|
$
|
75,883,232.50
|
February
25, 2037
|
|||||
I-14-B
|
Variable(2
|
)
|
$
|
75,883,232.50
|
February
25, 2037
|
|||||
I-15-A
|
Variable(2
|
)
|
$
|
4,347,681.25
|
February
25, 2037
|
|||||
I-15-B
|
Variable(2
|
)
|
$
|
4,347,681.25
|
February
25, 2037
|
|||||
I-16-A
|
Variable(2
|
)
|
$
|
3,924,816.25
|
February
25, 2037
|
|||||
I-16-B
|
Variable(2
|
)
|
$
|
3,924,816.25
|
February
25, 2037
|
|||||
I-17-A
|
Variable(2
|
)
|
$
|
3,370,167.50
|
February
25, 2037
|
|||||
I-17-B
|
Variable(2
|
)
|
$
|
3,370,167.50
|
February
25, 2037
|
|||||
I-18-A
|
Variable(2
|
)
|
$
|
2,884,645.00
|
February
25, 2037
|
|||||
I-18-B
|
Variable(2
|
)
|
$
|
2,884,645.00
|
February
25, 2037
|
|||||
I-19-A
|
Variable(2
|
)
|
$
|
2,769,820.00
|
February
25, 2037
|
|||||
I-19-B
|
Variable(2
|
)
|
$
|
2,769,820.00
|
February
25, 2037
|
|||||
I-20-A
|
Variable(2
|
)
|
$
|
2,665,372.50
|
February
25, 2037
|
|||||
I-20-B
|
Variable(2
|
)
|
$
|
2,665,372.50
|
February
25, 2037
|
|||||
I-21-A
|
Variable(2
|
)
|
$
|
2,565,010.00
|
February
25, 2037
|
|||||
I-21-B
|
Variable(2
|
)
|
$
|
2,565,010.00
|
February
25, 2037
|
|||||
I-22-A
|
Variable(2
|
)
|
$
|
2,468,567.50
|
February
25, 2037
|
|||||
I-22-B
|
Variable(2
|
)
|
$
|
2,468,567.50
|
February
25, 2037
|
|||||
I-23-A
|
Variable(2
|
)
|
$
|
2,375,880.00
|
February
25, 2037
|
|||||
I-23-B
|
Variable(2
|
)
|
$
|
2,375,880.00
|
February
25, 2037
|
|||||
I-24-A
|
Variable(2
|
)
|
$
|
2,329,617.50
|
February
25, 2037
|
|||||
I-24-B
|
Variable(2
|
)
|
$
|
2,329,617.50
|
February
25, 2037
|
|||||
I-25-A
|
Variable(2
|
)
|
$
|
3,325,990.00
|
February
25, 2037
|
|||||
I-25-B
|
Variable(2
|
)
|
$
|
3,325,990.00
|
February
25, 2037
|
|||||
I-26-A
|
Variable(2
|
)
|
$
|
3,250,036.25
|
February
25, 2037
|
|||||
I-26-B
|
Variable(2
|
)
|
$
|
3,250,036.25
|
February
25, 2037
|
|||||
I-27-A
|
Variable(2
|
)
|
$
|
1,924,207.50
|
February
25, 2037
|
|||||
I-27-B
|
Variable(2
|
)
|
$
|
1,924,207.50
|
February
25, 2037
|
|||||
I-28-A
|
Variable(2
|
)
|
$
|
1,831,413.75
|
February
25, 2037
|
|||||
I-28-B
|
Variable(2
|
)
|
$
|
1,831,413.75
|
February
25, 2037
|
|||||
I-29-A
|
Variable(2
|
)
|
$
|
1,766,258.75
|
February
25, 2037
|
|||||
I-29-B
|
Variable(2
|
)
|
$
|
1,766,258.75
|
February
25, 2037
|
|||||
I-30-A
|
Variable(2
|
)
|
$
|
1,703,428.75
|
February
25, 2037
|
|||||
I-30-B
|
Variable(2
|
)
|
$
|
1,703,428.75
|
February
25, 2037
|
|||||
I-31-A
|
Variable(2
|
)
|
$
|
1,642,841.25
|
February
25, 2037
|
|||||
I-31-B
|
Variable(2
|
)
|
$
|
1,642,841.25
|
February
25, 2037
|
|||||
I-32-A
|
Variable(2
|
)
|
$
|
1,584,413.75
|
February
25, 2037
|
|||||
I-32-B
|
Variable(2
|
)
|
$
|
1,584,413.75
|
February
25, 2037
|
|||||
I-33-A
|
Variable(2
|
)
|
$
|
1,528,071.25
|
February
25, 2037
|
|||||
I-33-B
|
Variable(2
|
)
|
$
|
1,528,071.25
|
February
25, 2037
|
|||||
I-34-A
|
Variable(2
|
)
|
$
|
1,473,736.25
|
February
25, 2037
|
|||||
I-34-B
|
Variable(2
|
)
|
$
|
1,473,736.25
|
February
25, 2037
|
|||||
I-35-A
|
Variable(2
|
)
|
$
|
1,421,338.75
|
February
25, 2037
|
|||||
I-35-B
|
Variable(2
|
)
|
$
|
1,421,338.75
|
February
25, 2037
|
|||||
I-36-A
|
Variable(2
|
)
|
$
|
1,370,807.50
|
February
25, 2037
|
|||||
I-36-B
|
Variable(2
|
)
|
$
|
1,370,807.50
|
February
25, 2037
|
|||||
I-37-A
|
Variable(2
|
)
|
$
|
1,322,077.50
|
February
25, 2037
|
|||||
I-37-B
|
Variable(2
|
)
|
$
|
1,322,077.50
|
February
25, 2037
|
|||||
I-38-A
|
Variable(2
|
)
|
$
|
1,275,081.25
|
February
25, 2037
|
|||||
I-38-B
|
Variable(2
|
)
|
$
|
1,275,081.25
|
February
25, 2037
|
|||||
I-39-A
|
Variable(2
|
)
|
$
|
1,229,758.75
|
February
25, 2037
|
|||||
I-39-B
|
Variable(2
|
)
|
$
|
1,229,758.75
|
February
25, 2037
|
|||||
I-40-A
|
Variable(2
|
)
|
$
|
1,186,048.75
|
February
25, 2037
|
|||||
I-40-B
|
Variable(2
|
)
|
$
|
1,186,048.75
|
February
25, 2037
|
|||||
I-41-A
|
Variable(2
|
)
|
$
|
1,143,897.50
|
February
25, 2037
|
|||||
I-41-B
|
Variable(2
|
)
|
$
|
1,143,897.50
|
February
25, 2037
|
|||||
I-42-A
|
Variable(2
|
)
|
$
|
1,103,242.50
|
February
25, 2037
|
|||||
I-42-B
|
Variable(2
|
)
|
$
|
1,103,242.50
|
February
25, 2037
|
|||||
I-43-A
|
Variable(2
|
)
|
$
|
1,064,036.25
|
February
25, 2037
|
|||||
I-43-B
|
Variable(2
|
)
|
$
|
1,064,036.25
|
February
25, 2037
|
|||||
I-44-A
|
Variable(2
|
)
|
$
|
1,026,222.50
|
February
25, 2037
|
|||||
I-44-B
|
Variable(2
|
)
|
$
|
1,026,222.50
|
February
25, 2037
|
|||||
I-45-A
|
Variable(2
|
)
|
$
|
989,755.00
|
February
25, 2037
|
|||||
I-45-B
|
Variable(2
|
)
|
$
|
989,755.00
|
February
25, 2037
|
|||||
I-46-A
|
Variable(2
|
)
|
$
|
954,583.75
|
February
25, 2037
|
|||||
I-46-B
|
Variable(2
|
)
|
$
|
954,583.75
|
February
25, 2037
|
|||||
I-47-A
|
Variable(2
|
)
|
$
|
920,662.50
|
February
25, 2037
|
|||||
I-47-B
|
Variable(2
|
)
|
$
|
920,662.50
|
February
25, 2037
|
|||||
I-48-A
|
Variable(2
|
)
|
$
|
901,117.50
|
February
25, 2037
|
|||||
I-48-B
|
Variable(2
|
)
|
$
|
901,117.50
|
February
25, 2037
|
|||||
I-49-A
|
Variable(2
|
)
|
$
|
890,076.25
|
February
25, 2037
|
|||||
I-49-B
|
Variable(2
|
)
|
$
|
890,076.25
|
February
25, 2037
|
|||||
I-50-A
|
Variable(2
|
)
|
$
|
874,843.75
|
February
25, 2037
|
|||||
I-50-B
|
Variable(2
|
)
|
$
|
874,843.75
|
February
25, 2037
|
|||||
I-51-A
|
Variable(2
|
)
|
$
|
22,248,992.50
|
February
25, 2037
|
|||||
I-51-B
|
Variable(2
|
)
|
$
|
22,248,992.50
|
February
25, 2037
|
|||||
P
|
Variable(2
|
)
|
$
|
100.00
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(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. 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 shall be certificated.
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
LTAA
|
Variable(2)
|
$
1,597,141,116.34
|
February
25, 2037
|
|
LTIA1
|
Variable(2)
|
$
5,271,070.00
|
February
25, 2037
|
|
LTIIA1
|
Variable(2)
|
$
3,786,700.00
|
February
25, 2037
|
|
LTIIA2
|
Variable(2)
|
$
1,560,700.00
|
February
25, 2037
|
|
LTIIA3
|
Variable(2)
|
$
1,605,000.00
|
February
25, 2037
|
|
LTIIA4
|
Variable(2)
|
$
521,060.00
|
February
25, 2037
|
|
LTM1
|
Variable(2)
|
$
757,830.00
|
February
25, 2037
|
|
LTM2
|
Variable(2)
|
$
643,750.00
|
February
25, 2037
|
|
LTM3
|
Variable(2)
|
$
301,500.00
|
February
25, 2037
|
|
LTM4
|
Variable(2)
|
$
285,200.00
|
February
25, 2037
|
|
LTM5
|
Variable(2)
|
$
260,760.00
|
February
25, 2037
|
|
LTM6
|
Variable(2)
|
$
244,460.00
|
February
25, 2037
|
|
LTM7
|
Variable(2)
|
$
171,120.00
|
February
25, 2037
|
|
LTM8
|
Variable(2)
|
$
146,680.00
|
February
25, 2037
|
|
LTM9
|
Variable(2)
|
$
179,270.00
|
February
25, 2037
|
|
LTM10
|
Variable(2)
|
|
$
244,460.00
|
February
25, 2037
|
LTZZ
|
Variable(2)
|
$
16,615,156.66
|
February
25, 2037
|
|
LTP
|
Variable(2)
|
$
100.00
|
February
25, 2037
|
|
LTIO
|
Variable(2)
|
(3)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate”
herein.
(3) REMIC
3
Regular Interest LTIO shall not have an Uncertificated Principal Balance,
but
shall accrue interest on its Uncertificated Notional Amount, as defined
herein.
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-A-1
|
$527,107,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
II-A-1
|
$378,670,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
II-A-2
|
$156,070,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
II-A-3
|
$160,500,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
II-A-4
|
$52,106,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-1
|
$75,783,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-2
|
$64,375,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-3
|
$30,150,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-4
|
$28,520,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-5
|
$26,076,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-6
|
$24,446,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-7
|
$17,112,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-8
|
$14,668,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-9
|
$17,927,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
M-10
|
$24,446,000.00
|
Variable(2)
|
February
25, 2037
|
|
Class
C Interest
|
$
31,779,932.90
|
Variable(3)
|
February
25, 2037
|
|
Class
P Interest
|
$
100.00
|
Variable(4)
|
February
25, 2037
|
|
Class
IO Interest
|
(5)
|
(6)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
will
equal the aggregate of the Uncertificated Principal Balance 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 an 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, 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 Class C Certificates.
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
Class
C
|
$
31,779,832.90
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(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, 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 Class P Certificates.
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
Class
P
|
$ 100.00
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(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 Class IO
Interest as a REMIC for federal income tax purposes, and such segregated
pool of
assets will be designated as “REMIC 7.” The Class R-7 Interest represents the
sole class of “residual interests” in REMIC 7 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, 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 Class IO Certificates.
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
SWAP
IO
|
N/A
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(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 Floating Rate Certificates shall be made on
the basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the Class C Certificates, Class IO Interest, REMIC
2
Regular Interests, REMIC 3 Regular Interests 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”:
Any of the Collection Account, Distribution Account, Cap Account or Swap
Account.
“Accrual
Period”: With respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the
case
of the first such Accrual Period, commencing on the Closing Date) and ending
on
the day preceding the current Distribution Date. With respect to the Class
C
Certificates and each Distribution Date, the calendar month of 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 W.
“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 (i) the Servicing Fee Rate and (ii) 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 (i) the Servicing Fee Rate and (ii) 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 Notic”: As defined in Section 3.29 hereof.
“Advancing
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by
or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract
or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, 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
undistributed 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.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument,
in
recordable form, which is sufficient under the laws of the jurisdiction
wherein
the related Mortgaged Property is located to reflect or record the sale
of the
Mortgage.
“Assignment
Agreement”: The Assignment and Recognition Agreement, dated October 19, 2006,
among the Seller, the Originator and the Depositor, pursuant to which certain
of
the Seller’s rights under the Master Agreement were assigned to the Depositor,
substantially in the form attached hereto as Exhibit C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“Attestation
Report”: As defined in Section 3.21.
“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, Principal Prepayments, proceeds from repurchases of and
substitutions for such Mortgage Loans and other unscheduled recoveries
of
principal and interest in respect of the Mortgage Loans received during
the
related Prepayment Period, (c) the aggregate of any amounts received in
respect
of a related REO Property withdrawn from any REO Account and deposited
in the
Collection Account for such Distribution Date, (d) the aggregate of any
amounts
deposited in the Collection Account by the Servicer in respect of related
Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate
of
any Advances made by the Servicer for such Distribution Date in respect
of the
Mortgage Loans, (f) the aggregate of any related advances made by the Trustee
in
respect of the Mortgage Loans for such Distribution Date pursuant to Section
7.02, (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).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basis
Risk Cap Agreement”: The Basis Risk Cap Agreement between the Trustee on behalf
of the Trust and the Cap Provider, a form of which is attached hereto as
Exhibit
U
“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 Class A Certificates
and Mezzanine 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 Florida, the
State
of New York, the State of Texas, the State of California, the Commonwealth
of
Pennsylvania, 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
Account”: The account or accounts created and maintained pursuant to Section
4.13. The Cap Account must be an Eligible Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
Date between the Trustee and the Cap Trustee, a form of which is attached
hereto
as Exhibit G.
“Cap
Amount”: The Cap Amount for any Class of the Floating Rate Certificates is equal
to (i) the aggregate amount received by the Trust from the Interest Rate
Cap
Contract multiplied by (ii) a fraction equal to (a) the Certificate Principal
Balance of such Class immediately prior to the applicable Distribution
Date
divided by (b) the aggregate Certificate Principal Balance of the Floating
Rate
Certificates immediately prior to the applicable Distribution Date.
“Cap
Trustee”: Deutsche Bank National Trust Company, a national banking association,
or any successor in interest, or any successor Cap Trustee.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S.
Person
shall not be a Holder of a Residual Certificate for any purpose hereof
and,
solely for the purposes of giving any consent pursuant to this Agreement,
any
Certificate registered in the name of the Depositor or the Servicer or
any
Affiliate thereof shall be deemed not to be outstanding and the Voting
Rights to
which it is entitled shall not be taken into account in determining whether
the
requisite percentage of Voting Rights necessary to effect any such consent
has
been obtained, except as otherwise provided in Section 11.01. The Trustee
and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise
such
rights through the Depository and participating members thereof, except
as
otherwise specified herein; provided, however, that the Trustee and the
NIMS
Insurer shall be required to recognize as a “Holder” or “Certificateholder” only
the Person in whose name a Certificate is registered in the Certificate
Register.
“Certificate
Margin”: With respect to each Class of Floating Rate Certificates and for
purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
Deferral Amount, the specified REMIC 3 Regular Interest, as
follows:
Class
|
REMIC
3
Regular
Interest
|
Certificate
Margin
|
|
(1)
(%)
|
(2)
(%)
|
||
I-A-1
|
LTIA1
|
0.1400%
|
0.2800%
|
XX-X-0
|
XXXXX0
|
0.0700%
|
0.1400%
|
XX-X-0
|
XXXXX0
|
0.1200%
|
0.2400%
|
XX-X-0
|
XXXXX0
|
0.1700%
|
0.3400%
|
XX-X-0
|
XXXXX0
|
0.2400%
|
0.4800%
|
M-1
|
LTM1
|
0.2600%
|
0.3900%
|
M-2
|
LTM2
|
0.3100%
|
0.4650%
|
M-3
|
LTM3
|
0.3700%
|
0.5550%
|
M-4
|
LTM4
|
0.4000%
|
0.6000%
|
M-5
|
LTM5
|
0.4100%
|
0.6150%
|
M-6
|
LTM6
|
0.4800%
|
0.7200%
|
M-7
|
LTM7
|
0.8000%
|
1.2000%
|
M-8
|
LTM8
|
1.0500%
|
1.5750%
|
M-9
|
LTM9
|
2.2000%
|
3.3000%
|
M-10
|
LTM10
|
2.3000%
|
3.4500%
|
__________
(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, 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 Floating Rate Certificates
and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 3.22(b)(ii).
“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-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.
“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-16, 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 (i) a REMIC
Regular Interest in REMIC 4 and (ii) the obligation to pay any Class IO
Distribution Amount.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 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-A-1 Certificate”: Any one of the Class II-A-1 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-A-2 Certificate”: Any one of the Class II-A-2 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-A-3 Certificate”: Any one of the Class II-A-3 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-A-4 Certificate”: Any one of the Class II-A-4 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
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 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
M-1/M-2/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) and (ii) the aggregate Certificate Principal
Balance
of the Class M-1 Certificates, the Class M-2 Certificates and the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 77.30% 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
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-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-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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-4 Certificates immediately
prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 80.80%
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-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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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 (v) 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) 84.00% 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-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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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), (v) 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 (vi) 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) 87.00%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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 (vii) 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) 89.10% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-13, representing (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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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 (viii) 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) 90.90%
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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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 (ix) 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) 93.10% 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-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) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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),
(ix)
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 (ix) 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) 96.10% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period)
minus
the related Overcollateralization Floor.
“Class
P
Certificate”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially
in the
form annexed hereto as Exhibit A-17, representing 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-19 and evidencing the ownership of the Class R-2 Interest,
the 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-19 and evidencing the ownership of the
Class
R-5 Interest, the 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”: October 19, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
Trust Company, as Trustee, in trust for registered Holders of Fremont Home
Loan
Trust 2006-3, Asset-Backed Certificates, Series 2006-3,” 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 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, XX
00000-0000, Attention: Trust Administration- GC06F3, 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 Originator.
“Corresponding
Certificate”: With respect to each REMIC 3 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
REMIC
3 Regular Interest
|
Regular
Certificate
|
LTIA1
|
Class
I-A-1
|
LTIIA1
|
Class
II-A-1
|
LTIIA2
|
Class
II-A-2
|
LTIIA3
|
Class
II-A-3
|
LTIIA4
|
Class
II-A-4
|
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
|
LTP
|
Class
P
|
“Credit
Enhancement Percentage”: With respect to any Distribution Date, the percentage
obtained by dividing (x) the aggregate Certificate Principal Balance of
the
Subordinate Certificates by (y) the aggregate Principal Balance of the
Mortgage
Loans calculated prior to taking into account distributions of principal
on the
Mortgage Loans and distribution of the Group I Principal Distribution Amount
and
Group II Principal Distribution Amount to the holders of the Certificates
then
entitled to distributions of principal on such Distribution Date
“Credit
Risk Management Agreement”: The Credit Risk Management Agreement, dated October
19, 2006, between the Servicer and the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, its successors and assigns.
“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 aggregate principal balance of the
Mortgage
Loans as of the prior Determination Date.
“Credit
Risk Manager Fee Rate”: for any Distribution Date is 0.012% per
annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount
of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
A Custodian, which shall be Deutsche Bank National Trust Company.
“Cut-off
Date”: With respect to each Mortgage Loan, September 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan
(or as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have
been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) by (y) the aggregate 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, will be the Business Day
immediately preceding the related Servicer Remittance Date.
“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 any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property
solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with
taxes
and insurance, or makes decisions as to repairs or capital expenditures
with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state
or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing,
(ii) any
organization (other than a cooperative described in Section 521 of the
Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code,
(iii) any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an
“electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any
state
or political subdivision thereof, if all of its activities are subject
to tax
and, a majority of its board of directors is not selected by a governmental
unit. The term “United States”, “state” and “international organizations” shall
have the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates,
Series 2006-3” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in October 2006.
“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 Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x 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
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to
be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of the sum 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 and (ii) any amounts received under the Interest Rate
Swap
Agreement for such purpose over (iii) 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.
“Xxxxxx
Xxx”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the
Originator, the Seller or the Servicer pursuant to or as contemplated by
Section
2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final
Recovery
Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Mortgage Loan”: A first lien or second lien Mortgage Loan which provides for a
fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage
Loans
are identified as such on the Mortgage Loan Schedule.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: Any Class A Certificate or Mezzanine
Certificate.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount
(as
defined in the Interest Rate Swap Agreement),
(iii)
250 and (iv) a fraction, the numerator of which is the actual number of
days
elapsed from and including the previous Floating Rate Payer Payment Date
(as
defined in the Interest Rate Swap Agreement) to but excluding the current
Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment
Date,
the actual number of days elapsed from the Closing Date to but excluding
the
first Floating Rate Payer Payment Date), and the denominator of which is
360.
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and
(b) the
Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Fremont”:
Fremont Investment & Loan.
“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
$10,000 or (b) January 15, 2007.
“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
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group I Allocation
Percentage.
“Group
I
Certificates”: The Class I-A-1 Certificates.
“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 $0.00.
“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 Xxxxxx Xxx and Xxxxxxx Mac loan
limits.
“Group
I
Pre-Funding Account”: The account established and maintained pursuant to Section
4.11, 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
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
partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received during the prior calendar month 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 prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month 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) 56.40%
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
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii)(a) the Overcollateralization Release Amount, if any, for
such
Distribution Date multiplied by (b) the Group II Allocation
Percentage.
“Group
II
Certificates”: Any Class II-A-1 Certificate, Class II-A-2 Certificate, Class
II-A-3 Certificate or Class II-A-4 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 $0.00.
“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 Xxxxxx
Mae and
Xxxxxxx Mac loan limits.
“Group
II
Pre-Funding Account”: The account established and maintained pursuant to Section
4.11, 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
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 partial Principal Prepayments, Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during the prior calendar month
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 prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month 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) 56.40%
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 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 X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6,
Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual 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 described in the
Prospectus Supplement and included in the Trust Fund as of the Closing
Date. The
aggregate Stated Principal Balance of the Initial Group I Mortgage Loans
as of
the Cut-off Date is equal to $444,210,819.25.
“Initial
Group II Mortgage Loan”: Any of the Group II Mortgage Loans described in the
Prospectus Supplement and included in the Trust Fund as of the Closing
Date. The
aggregate Stated Principal Balance of the Initial Group II Mortgage Loans
as of
the Cut-off Date is equal to $618,617,188.27.
“Initial
Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II
Mortgage Loans.
“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 Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement
of such
Accrual Period.
“Interest
Rate Cap Contract”: The Interest Rate Cap Contract between the Cap Trustee and
the counterparty thereunder, a form of which is attached hereto as Exhibit
O.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of October 19, 2006 (together with the schedule thereto,
the
Master Agreement) between The Bank of New York and the Supplemental Interest
Trust Trustee.
“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 Originator certifying that the original
Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the
related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the
form of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Certificates and any Distribution Date, a
per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 3 Pass-Through Rates for each REMIC 3 Regular Interest (other than
REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTIO and REMIC 3 Regular
Interest LTP) subject to a cap (for each such REMIC 3 Regular Interest
other
than REMIC 3 Regular Interest LTZZ) equal to the Pass-Through Rate for
the
Corresponding Certificate for the purpose of this calculation; with the
rate on
REMIC 3 Regular Interest LTZZ subject to a cap of zero for the purpose
of this
calculation; provided, however, that solely for this purpose, calculations
of
the Uncertificated REMIC 3 Pass-Through Rate and the related caps with
respect
to each such REMIC 3 Regular Interest, other than REMIC 3 Regular Interest
LTZZ,
shall be multiplied by a fraction, the numerator of which is the actual
number
of days in the Interest Accrual Period and the denominator of which is
30.
“Master
Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement,
dated as of December 1, 2005, between Fremont Investment & Loan and
Greenwich Capital Financial Products, Inc..
“Master
Consulting Agreement”: The master consulting agreement dated as of April 18,
2005, by and between Greenwich Capital Markets, Inc. and the Credit Risk
Manager.
“Maximum
Cap Rate”: For any Distribution Date and any Class of Floating Rate
Certificates, a per annum equal to the product of (x) the weighted average
of
the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans minus the
Swap
Expense Fee Rate plus an amount, expressed as a per annum rate, equal to
the
product of (i) the Net Swap Payment made by the Swap Provider divided by
the
aggregate Principal Balance of the Mortgage Loans and (ii) 12 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
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.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 3 Regular Interest LTZZ minus the REMIC 3 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest
LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3,
REMIC
3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular
Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest
LTM4,
REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular
Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest
LTM9 and
REMIC 3 Regular Interest LTM10 with the rate on each such REMIC 3 Regular
Interest subject to a cap equal to (i) the Pass-Through Rate for the related
Corresponding Certificate for the purpose of this calculation; provided,
however, that for this purpose, calculations of the Uncertificated REMIC
3
Pass-Through Rate and the related caps with respect to each such REMIC
3 Regular
Interest (other than REMIC 3 Regular Interest LTZZ) shall be multiplied
by a
fraction, the numerator of which is the actual number of days elapsed in
the
related Accrual Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the Maximum Mortgage
Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized
and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“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
and Class M-10 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“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.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of
such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to any Floating Rate Certificates
and the Class C Certificates and any Distribution Date, the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate
on
the Certificate Principal Balance (or Notional Amount in the case of the
Class C
Certificates) of such Class immediately prior to such Distribution Date,
in each
case, reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction
with respect to such Mortgage Loan, (ii) any modifications to a Mortgage
Loan
pursuant to Section 3.07 and (iii) any 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”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the
Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of
the Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Group I Mortgage Loans and the
Group II
Mortgage Loans, attached hereto as Exhibit D, as supplemented by each schedule
of Subsequent Mortgage Loans. The Mortgage Loan Schedule shall be prepared
by
the Depositor and shall set forth the following information with respect
to each
Mortgage Loan, as applicable:
(1)
|
the
Mortgage Loan identifying number;
|
|
(2)
|
[reserved];
|
|
(3)
|
the
state and zip code of the Mortgaged Property;
|
|
(4)
|
a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
|
|
(5)
|
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
|
(6)
|
the
original months to maturity;
|
|
(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;
|
|
(8)
|
the
Loan-to-Value Ratio at origination;
|
|
(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;
|
|
(11)
|
the
stated maturity date;
|
|
(12)
|
the
amount of the Monthly Payment at origination;
|
|
(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;
|
|
(15)
|
the
original principal amount of the Mortgage Loan;
|
|
(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);
|
|
(18)
|
the
Mortgage Rate at origination;
|
|
(19)
|
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
|
(20)
|
the
risk grade;
|
|
(21)
|
the
Value of the Mortgaged Property;
|
|
(22)
|
the
sale price of the Mortgaged Property, if applicable;
|
|
(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);
|
|
(24)
|
the
type and term of the related Prepayment Charge;
|
|
(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;
|
|
(26)
|
the
program code;
|
|
(27)
|
the
Loan Group;
|
|
(28)
|
the
MIN, if applicable, and
|
|
(29)
|
the
lien priority.
|
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 sum of (a)
any Overcollateralization Release Amount for such Distribution Date and
(b) 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
Class A Certificates and Mezzanine 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
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case
of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net WAC Rate”: With respect to the Floating Rate Certificates and (X) the first
four Distribution Dates, a per annum rate equal to the product of (I) a
fraction, expressed as a percentage, (1) the numerator of which is equal
to the
product of (A) 12 multiplied by (B) the sum of (i) the amount of interest
which
accrued on the Initial Mortgage Loans in the prior calendar month (after
giving
effect to Principal Prepayments) at their Adjusted Net Mortgage Rates and
(ii)
any amounts withdrawn from the Interest Coverage Account, if any, for such
Distribution Date minus the amount of any Net Swap Payment and Swap Termination
Payment (other than a Swap Termination Payment resulting from a Swap Provider
Trigger Event) made to the Swap Provider and (2) the denominator of which
is
equal to the sum of (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the month preceding the month in which such
Distribution Date occurs, after giving effect to Principal Prepayments
received
during the related Prepayment Period and (ii) the amounts on deposit in
the
Pre-Funding Accounts and (II) 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;
and (Y)
thereafter, is a per annum rate equal to the product of (I) a fraction,
expressed as a percentage, (1) the numerator of which is equal to the product
of
(A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued
on
the Mortgage Loans in the prior calendar month (after giving effect to
Principal
Prepayments) at their Adjusted Net Mortgage Rates and (ii) amounts withdrawn
from the Interest Coverage Account, if any, for such Distribution Date
minus the
amount of any Net Swap Payment and Swap Termination Payment (other than
a Swap
Termination Payment resulting from a Swap Provider Trigger Event) made
to the
Swap Provider and (2) the denominator of which is equal to the sum of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of
the month preceding the month in which such Distribution Date occurs, after
giving effect to Principal Prepayments received during the related Prepayment
Period and (ii) the amounts on deposit in the Pre-Funding Accounts and
(II) 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. For federal
income
tax purposes, the economic equivalent of such rate shall be expressed as
the
weighted average (adjusted for the actual number of days elapsed in the
related
Accrual Period) of the REMIC 3 Pass-Through Rates on the REMIC 3 Regular
Interests (other than REMIC 3 Regular Interest LTIO), weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 3 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect the Floating Rate Certificates and any
Distribution Date, the sum of (A) the positive excess of (i) the amount
of
interest accrued on such Class of Certificates on such Distribution Date
calculated at the related Pass-Through Rate (without regard to the related
Net
WAC 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 Pass-Through
Rate
(without regard to the Net WAC 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 Balance of the
REMIC 3
Regular Interests (other than REMIC 3 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 Originator 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 Class A Certificates,
the Mezzanine 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 $229,839,482.91.
“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 $337,068,542.52.
“Original
Pre-Funded Amounts”: The Original Group I Pre-Funded Amount and the Original
Group II Pre-Funded Amount.
“Originator”:
Fremont Investment & Loan, 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, $3,370,251.52. With respect to the
Group II
Certificates, $4,778,428.65.
With respect to the Mezzanine Certificates, $ 8,148,680.17.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With
respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
equal to 1.95% of the sum of (a) the aggregate Stated Principal Balance
of the
Initial Mortgage Loans as of the Cut-off Date and (b) the Original Pre-Funded
Amounts, (ii) on or after the Stepdown Date provided a Trigger Event is
not in
effect, the greater of (A) 3.90% of 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) an
amount
equal to 0.50% of (x) the aggregate Stated Principal Balance of the Initial
Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded Amounts
and
(iii)
on or after the Stepdown Date 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 Floating
Rate
Certificates to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period)
and any
funds on deposit in the Pre-Funding Accounts minus (ii) the sum of the
aggregate
Certificate Principal Balance of the Class A Certificates and Mezzanine
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 each Distribution Date and each Class of Floating Rate
Certificates, a floating rate equal to the lesser of (i) the related Formula
Rate and (ii) the Net WAC Rate with respect to 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 3 Regular Interest LTP and
(ii)
interest on the Uncertificated Balance of each REMIC 3 Regular Interest
listed
in clause (y) at a rate equal to the related Uncertificated REMIC 3 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interests XXXX, XXXX0,
XXXXX0, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7,
LTM8,
LTM9, LTM10 and LTZZ.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not
accrue
interest and therefore will not have a Pass-Through Rate.
With
respect to the Class C Certificates, 100% of the interest distributable
to the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of
the
amounts distributable to REMIC 3 Regular Interest LTIO for such Distribution
Date.
The
REMIC
7 Regular Interest SWAP IO shall not have a Pass-Through Rate, but interest
for
such Regular Interest and each Distribution Date shall be an amount equal
to
100% of the amounts distributable to the Class IO Interest for such Distribution
Date.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Class C Certificates or
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
or Class C 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 Classes totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the NIMS Insurer, the
Trustee
or any of their respective Affiliates or for which an Affiliate of the
NIMS
Insurer or Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust
company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America
or any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution
or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Xxxxx’x 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
Xxxxx’x 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 Xxxxx’x 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, Xxxxx 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:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Prepayment Charge; and
(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 Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer 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 15th
day of
the calendar month (in the case of Fremont) or the 13th
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 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 one-month’s interest at the
applicable Net Mortgage Rate less any payments made by the Mortgagor on
the
amount of such Principal Prepayment for the number of days commencing on
the
date such Principal Prepayment is received 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 and any Mortgage Loan serviced
by
Fremont, the period commencing on the 16th
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 September
1, 2006)
and ending on the 15th
day
of
the calendar month in which such Distribution Date occurs. With respect
to any
Distribution Date and any Mortgage Loan serviced by Xxxxx Fargo Bank, the
period
commencing on the 14th
day of
the month preceding the month in which such Distribution Date falls and
ending
on the 13th
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 September 29, 2006
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 by
the
Originator, the Seller or the Servicer 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 Originator or the Servicer 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 or abusive lending law. With respect
to
the Originator and any Mortgage Loan or REO Property to be purchased pursuant
to
or as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
of an Officers’ Certificate of the Originator to the Trustee, an amount equal to
the amount set forth pursuant to the terms of the Master Agreement.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this 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) have a remaining term
to
maturity not greater than (and not more than one year less than) that of
the
Deleted Mortgage Loan, (viii) be current as of the date of substitution,
(ix)
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, (x)
have a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the related Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii)
be a
first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
loan and (xiii) conform to each representation and warranty set forth in
Section
3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor
pursuant to the related Assignment Agreement applicable to the Deleted
Mortgage
Loan. In the event that one or more mortgage loans are substituted for
one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be
determined on the basis of aggregate Stated Principal Balance, the Mortgage
Rates described in clause (ii) 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 (vii) 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 (ix)
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 (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With
respect
to each Originator, a mortgage loan substituted for a Deleted Mortgage
Loan
pursuant to the terms of the related Master Agreement which must, on the
date of
such substitution conform to the terms set forth in the related Master
Agreement.
“Rating
Agency or Rating Agencies”: Fitch, Xxxxx’x and S&P or their successors. If
such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor, notice of which designation
shall be given to the Trustee and Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage
Loan. If
the Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will
be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to (i) the Class P Certificates, the Class C Certificates
and the Residual Certificates, the Close of Business on the last Business
Day of
the calendar month preceding the month in which the related Distribution
Date
occurs and (ii) the Floating Rate Certificates, the Close of Business on
the
Business Day immediately preceding the related Distribution Date; provided,
however, that following the date on which Definitive Certificates for any
of the
Floating Rate Certificates are available pursuant to Section 5.02, the
Record
Date for such Certificates that are Definitive Certificates shall be the
last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originator or the Servicer or any Affiliate thereof and (iii) which
have
been designated as such by the Trustee after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR
rate,
then any leading banks selected by the Trustee after consultation with
the
Depositor which are engaged in transactions in United States dollar deposits
in
the international Eurocurrency market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
Certificates or Class P Certificates.
“Reimbursement
amount”: As defined in Section 3.29.
“Relief
Act”: The Servicemembers Civil Relief Act 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 Assigment 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
Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan
Interest,
the Net WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreement,
the
Interest Rate Cap Contract, the Cap Allocation Agreement, the Cap Account,
the
Interest Rate Swap Agreement, the Swap Accounts, the Supplemental Interest
Trust
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
Regular Interest”: Any 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
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.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC
4, as
holder of the REMIC 3 Regular Interests, and the Class R Certificateholders,
as
Holders 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
3
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 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
3
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 3
Regular
Interests (other than the REMIC 3 Regular Interest LTP) minus (ii) the
aggregate
Uncertificated Principal Balances of REMIC 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10, in each case as of such
date
of determination.
“REMIC
3
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
3
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 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10 and the denominator of
which is
the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest
LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2,
REMIC 3
Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular
Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest
LTM3,
REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular
Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
LTM8,
REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 and REMIC
3
Regular Interest LTZZ.
“REMIC
3
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal (other than REMIC 3 Regular Interest
LTIO), 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 3 Regular
Interests: REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1,
REMIC
3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest
LTZZ,
REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest LTIO.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates and Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO
Interest
and the Class R 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
4
Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and
any “regular interest” in REMIC 4 the ownership of which is represented by a
Class A Certificate or Class M Certificate.
“REMIC
5”: 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-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
5
Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is
represented by a Class C Certificate.
“REMIC
6”: 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-6 Interest),
pursuant
to Article II hereunder, and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
6
Regular Interest”: Any “regular interest” in REMIC 6 the ownership of which is
represented by a Class P Certificate.
“REMIC
7”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 7
Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class
R-7
Interest), pursuant to Article II hereunder, and all amounts deposited
therein,
with respect to which a separate REMIC election is to be made.
“REMIC
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 Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3
Regular Interest, REMIC 4 Regular Interest, REMIC 5 Regular Interest or
REMIC 6
Regular 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
Xxxxxx Xxx 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 XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“SEC”:
Securities and Exchange Commission.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in
its
capacity as Seller under the Assignment 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”:
Xxxxx Fargo Bank, N.A., or any successor servicer appointed as herein provided,
in its capacity as Servicer hereunder, effective January 1, 2007 and February
1,
2007. From the Cut-off Date through and including December 31, 2006, and
January
31, 2007 the Servicer shall be Fremont Investment & Loan, or any successor
servicer appointed as provided under the Master Agreement.
“Servicer
Certification”: As defined in Section 4.07(b)(ii) 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
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 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, the amount of the annual fee paid
to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard
to the
words "per annum") and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment
on a
Mortgage Loan is received. The obligation for payment of the Servicing
Fee is
limited to, and the Servicing Fee is payable solely from, the interest
portion
(including recoveries with respect to interest from Liquidation Proceeds)
of
such Monthly Payment collected by the Servicer, or as otherwise provided
under
Section 3.11.
“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
Standard”: As defined in Section 3.01.
“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 and
any
fees associated with MERS.
“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 following the
Distribution Date on which the aggregate Certificate Principal Balance
of the
Class A Certificates have been reduced to zero and (ii) the later to occur
of
(x) the Distribution Date occurring in October 2009 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 43.60%.
“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
Assignment and Recognition Agreement”: The agreement between the Depositor and
the Seller, regarding the transfer of the Subsequent Mortgage Loans by
the
Seller to the Depositor.
“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 Distribution
Date in excess of 0.00% per annum and (ii) a Subsequent Group II Mortgage
Loan
during the Due Period relating to the first Distribution Date 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
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 V, by which Subsequent
Mortgage Loans are transferred to the Trust Fund.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.05(a).
“Supplemental
Interest Trust Trustee”: Deutsche Bank National Trust Company, a national
banking association, or any successor in interest, or any successor Supplemental
Interst Trust Trustee.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.05. The Swap Account must be an Eligible Account.
“Swap
Expense Fee Rate”: For any Distribution Date, is an amount expressed as a per
annum rate, equal to the sum of (a) the product of (i) the Net Swap Payment
made
to the Swap Provider divided by the aggregate Principal Balance of the
Mortgage
Loans and (ii) 12 and (b) the product of (i) any Swap Termination Payment
(other
than a Swap Termination Payment resulting from a Swap Provider Trigger
Event)
made to the Swap Provider divided by the aggregate Principal Balance of
the
Mortgage Loans and (ii) 12.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due
to a
discrepancy between the Uncertificated Notional Amount of REMIC 7 Regular
Interest SWAP IO and the scheduled notional amount pursuant to Interest
Rate
Swap Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider
under
the Swap Agreement.
“Swap
Provider”: The Bank of New York.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect
to which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate
Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined
in the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event
under the
Interest Rate Swap Agreement with respect to which the Swap Provider is
the sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“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.
“Transaction
Addendum Fremont 2006-3”: The transaction addendum dated as of October 19, 2006,
by and between Greenwich Capital Markets, Inc. and the Credit Risk Manager,
and
acknowledged by the Trustee, relating to the transaction contemplated by
this
Agreement.
“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 36.78% 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 sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans and the Original Pre-Funded
Amounts exceeds the applicable percentages set forth below with respect
to such
Distribution Date:
Distribution
Date Occurring In
|
Percentage
|
October
2008 through September 2009
|
1.55%
for the first month, plus an additional 1/12th
of
1.95%
for each month thereafter.
|
October
2009 through September 2010
|
3.50%
for the first month, plus an additional 1/12th
of
2.00%
for each month thereafter.
|
October
2010 through September 2011
|
5.50%
for the first month, plus an additional 1/12th
of
1.55%
for each month thereafter.
|
October
2011 through September 2012
|
7.05%
for the first month, plus an additional 1/12th
of
0.80%
for each month thereafter.
|
October
2012 and thereafter
|
7.85%.
|
“Trust”:
Fremont Home Loan Trust 2006-3, 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, REMIC 6, REMIC
7, the
Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage
Loan Interest, the Basis Risk Cap Agreement, the Interest Rate Cap Contract,
distributions made to the Trustee by the Swap Provider under the Interest
Rate
Swap Agreement and the Swap Account, the Cap Allocation Agreement, the
Cap
Account, 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”: The amount 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.
“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
or Uncertificated Notional Amount, as applicable, of such REMIC Regular
Interest. In each case, Uncertificated Accrued Interest will be reduced
by any
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated
to such REMIC Regular Interests as set forth in Section 1.03).
“Uncertificated
Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal
Balance
of the REMIC 2 Regular Interests ending with the designation “A” listed
below:
Distribution
Date
|
REMIC
3 Regular Interests
|
1st
through 10th
|
I-1-A
through X-00-X
|
00
|
X-0-X
xxxxxxx X-00-X
|
00
|
X-0-X
through X-00-X
|
00
|
X-0-X
xxxxxxx X-00-X
|
00
|
X-0-X
through X-00-X
|
00
|
X-0-X
xxxxxxx X-00-X
|
00
|
X-0-X
through X-00-X
|
00
|
X-0-X
xxxxxxx X-00-X
|
00
|
X-0-X
through I-51-A
|
19
|
I-10-A
through I-51-A
|
20
|
I-11-A
through I-51-A
|
21
|
I-12-A
through I-51-A
|
22
|
I-13-A
through I-51-A
|
23
|
I-14-A
through I-51-A
|
24
|
I-15-A
through I-51-A
|
25
|
I-16-A
through I-51-A
|
26
|
I-17-A
through I-51-A
|
27
|
I-18-A
through I-51-A
|
28
|
I-19-A
through I-51-A
|
29
|
I-20-A
through I-51-A
|
30
|
I-21-A
through I-51-A
|
31
|
I-22-A
through I-51-A
|
32
|
I-23-A
through I-51-A
|
33
|
I-24-A
through I-51-A
|
34
|
I-25-A
through I-51-A
|
35
|
I-26-A
through I-51-A
|
36
|
I-27-A
through I-51-A
|
37
|
I-28-A
through I-51-A
|
38
|
I-29-A
through I-51-A
|
39
|
I-30-A
through I-51-A
|
40
|
I-31-A
through I-51-A
|
41
|
I-32-A
through I-51-A
|
42
|
I-33-A
through I-51-A
|
43
|
I-34-A
through I-51-A
|
44
|
I-35-A
through I-51-A
|
45
|
I-36-A
through I-51-A
|
46
|
I-37-A
through I-51-A
|
47
|
I-38-A
through I-51-A
|
48
|
I-39-A
through I-51-A
|
49
|
I-40-A
through I-51-A
|
50
|
I-41-A
through I-51-A
|
51
|
I-42-A
through I-51-A
|
52
|
I-43-A
through I-51-A
|
53
|
I-44-A
through I-51-A
|
54
|
I-45-A
through I-51-A
|
55
|
I-46-A
through I-51-A
|
56
|
I-47-A
through I-51-A
|
57
|
I-48-A
through I-51-A
|
58
|
I-49-A
through I-51-A
|
59
|
I-50-A
and I-51-A
|
60
|
I-51-A
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 3 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest (other than
REMIC 3 Regular Interest LTIO and the Class IO Interest), the principal
amount
of such REMIC Regular Interest outstanding as of any date of determination.
A