STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and WELLS FARGO BANK, N.A., as Trustee TRUST AGREEMENT Dated as of December 1, 2006 LEHMAN MORTGAGE TRUST MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-9
Execution
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as Master Servicer,
and
XXXXX
FARGO BANK, N.A.,
as
Trustee
___________________________
Dated
as
of December 1, 2006
___________________________
XXXXXX
MORTGAGE TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-9
TABLE
OF
CONTENTS
Page
ARTICLE
I DEFINITIONS
|
8
|
|
Section
1.01.
|
Definitions.
|
8
|
Section
1.02.
|
Calculations
Respecting Mortgage Loans.
|
48
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
49
|
|
Section
2.01.
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
49
|
Section
2.02.
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
53
|
Section
2.03.
|
Representations
and Warranties of the Depositor.
|
55
|
Section
2.04.
|
Discovery
of Breach.
|
56
|
Section
2.05.
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
57
|
Section
2.06.
|
Grant
Clause.
|
58
|
ARTICLE
III THE CERTIFICATES
|
60
|
|
Section
3.01.
|
The
Certificates.
|
60
|
Section
3.02.
|
Registration.
|
61
|
Section
3.03.
|
Transfer
and Exchange of Certificates.
|
62
|
Section
3.04.
|
Cancellation
of Certificates.
|
68
|
Section
3.05.
|
Replacement
of Certificates.
|
68
|
Section
3.06.
|
Persons
Deemed Owners.
|
68
|
Section
3.07.
|
Temporary
Certificates.
|
69
|
Section
3.08.
|
Appointment
of Paying Agent.
|
69
|
Section
3.09.
|
Book-Entry
Certificates.
|
70
|
Section
3.10.
|
Deposit
of Underlying REMIC Certificates under the Exchange Trust
Agreement.
|
72
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
72
|
|
Section
4.01.
|
Collection
Account.
|
72
|
Section
4.02.
|
Application
of Funds in the Collection Account.
|
74
|
Section
4.03.
|
Reports
to Certificateholders.
|
76
|
Section
4.04.
|
Certificate
Account.
|
80
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
81
|
|
Section
5.01.
|
Distributions
Generally.
|
81
|
Section
5.02.
|
Distributions
from the Certificate Account.
|
82
|
Section
5.03.
|
Allocation
of Realized Losses.
|
89
|
Section
5.04.
|
Advances
by the Master Servicer and the Trustee.
|
90
|
Section
5.05.
|
Compensating
Interest Payments.
|
91
|
Section
5.06.
|
Supplemental
Interest Trust.
|
91
|
Section
5.07.
|
The
Reserve Funds.
|
92
|
ARTICLE
VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
|
93
|
|
Section
6.01.
|
Duties
of Trustee.
|
93
|
i
Section
6.02.
|
Certain
Matters Affecting the Trustee.
|
96
|
Section
6.03.
|
Trustee
Not Liable for Certificates.
|
97
|
Section
6.04.
|
Trustee
May Own Certificates.
|
98
|
Section
6.05.
|
Eligibility
Requirements for Trustee .
|
98
|
Section
6.06.
|
Resignation
and Removal of Trustee.
|
98
|
Section
6.07.
|
Successor
Trustee.
|
99
|
Section
6.08.
|
Merger
or Consolidation of Trustee.
|
100
|
Section
6.09.
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
101
|
Section
6.10.
|
Authenticating
Agents.
|
102
|
Section
6.11.
|
Indemnification
of Trustee.
|
103
|
Section
6.12.
|
Fees
and Expenses of Trustee and Custodian.
|
104
|
Section
6.13.
|
Collection
of Monies.
|
104
|
Section
6.14.
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
104
|
Section
6.15.
|
Additional
Remedies of Trustee Upon Event of Default.
|
109
|
Section
6.16.
|
Waiver
of Defaults.
|
109
|
Section
6.17.
|
Notification
to Holders.
|
110
|
Section
6.18.
|
Directions
by Certificateholders and Duties of Trustee During Event
of
Default.
|
110
|
Section
6.19.
|
Action
Upon Certain Failures of the Master Servicer and Upon Event
of
Default.
|
110
|
Section
6.20.
|
Preparation
of Tax Returns and Other Reports.
|
110
|
Section
6.21.
|
[Reserved]
|
118
|
Section
6.22.
|
No
Merger.
|
118
|
Section
6.23.
|
Indemnification
by the Trustee and Paying Agent.
|
118
|
Section
6.24.
|
Compliance
with Regulation AB.
|
118
|
ARTICLE
VII PURCHASE AND TERMINATION OF THE TRUST FUND
|
119
|
|
Section
7.01.
|
Termination
of Trust Fund Upon Repurchase or Liquidation of All Mortgage
Loans.
|
119
|
Section
7.02.
|
Procedure
Upon Termination of Trust Fund.
|
120
|
Section
7.03.
|
Additional
Requirements for any Trust Fund Termination Events or Purchase
of the
Lower Tier REMIC 1 Uncertificated Regular Interests.
|
122
|
Section
7.04.
|
Charged-off
Loans and Released Mortgage Loans.
|
123
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
124
|
|
Section
8.01.
|
Limitation
on Rights of Holders.
|
124
|
Section
8.02.
|
Access
to List of Holders.
|
124
|
Section
8.03.
|
Acts
of Holders of Certificates.
|
125
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE
MASTER
SERVICER
|
126
|
|
Section
9.01.
|
Duties
of the Master Servicer.
|
126
|
Section
9.02.
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions
Insurance
Policy.
|
126
|
Section
9.03.
|
Master
Servicer’s Financial Statements and Related Information.
|
127
|
Section
9.04.
|
Power
to Act; Procedures.
|
127
|
ii
Section
9.05.
|
Servicing
Agreements Between the Master Servicer and Servicers; Enforcement
of
Servicers’ Obligations.
|
130
|
Section
9.06.
|
Collection
of Taxes, Assessments and Similar Items.
|
131
|
Section
9.07.
|
Termination
of Servicing Agreements; Successor Servicers.
|
131
|
Section
9.08.
|
Master
Servicer Liable for Enforcement.
|
132
|
Section
9.09.
|
No
Contractual Relationship Between Servicers and Trustee
or
Depositor.
|
132
|
Section
9.10.
|
Assumption
of Servicing Agreement by Trustee.
|
132
|
Section
9.11.
|
“Due-on-Sale”
Clauses; Assumption Agreements.
|
133
|
Section
9.12.
|
Release
of Mortgage Files.
|
134
|
Section
9.13.
|
Documents,
Records and Funds in Possession of Master Servicer To Be
Held for
Trustee.
|
135
|
Section
9.14.
|
Representations
and Warranties of the Master Servicer.
|
136
|
Section
9.15.
|
Closing
Certificate and Opinion.
|
138
|
Section
9.16.
|
Standard
Hazard and Flood Insurance Policies.
|
139
|
Section
9.17.
|
Presentment
of Claims and Collection of Proceeds.
|
139
|
Section
9.18.
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
139
|
Section
9.19.
|
Trustee
To Retain Possession of Certain Insurance Policies and
Documents.
|
140
|
Section
9.20.
|
Realization
Upon Defaulted Mortgage Loans.
|
140
|
Section
9.21.
|
Compensation
to the Master Servicer.
|
141
|
Section
9.22.
|
REO
Property.
|
141
|
Section
9.23.
|
Notices
to the Depositor and the Trustee
|
142
|
Section
9.24.
|
Reports
to the Trustee.
|
143
|
Section
9.25.
|
Assessment
of Compliance and Attestation Reports.
|
143
|
Section
9.26.
|
Annual
Statement of Compliance with Applicable Servicing
Criteria.
|
145
|
Section
9.27.
|
Merger
or Consolidation.
|
146
|
Section
9.28.
|
Resignation
of Master Servicer.
|
146
|
Section
9.29.
|
Assignment
or Delegation of Duties by the Master Servicer.
|
146
|
Section
9.30.
|
Limitation
on Liability of the Master Servicer and Others.
|
147
|
Section
9.31.
|
Indemnification;
Third-Party Claims.
|
148
|
Section
9.32.
|
Special
Servicing of Delinquent Mortgage Loans.
|
148
|
ARTICLE
X REMIC ADMINISTRATION
|
148
|
|
Section
10.01.
|
REMIC
Administration.
|
148
|
Section
10.02.
|
Prohibited
Transactions and Activities.
|
151
|
Section
10.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
151
|
Section
10.04.
|
REO
Property.
|
152
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
153
|
|
Section
11.01.
|
Binding
Nature of Agreement; Assignment.
|
153
|
Section
11.02.
|
Entire
Agreement.
|
153
|
Section
11.03.
|
Amendment.
|
153
|
Section
11.04.
|
Voting
Rights.
|
155
|
Section
11.05.
|
Provision
of Information.
|
155
|
iii
Section
11.06.
|
Governing
Law.
|
156
|
Section
11.07.
|
Notices.
|
156
|
Section
11.08.
|
Severability
of Provisions.
|
156
|
Section
11.09.
|
Indulgences;
No Waivers.
|
156
|
Section
11.10.
|
Headings
Not To Affect Interpretation.
|
156
|
Section
11.11.
|
Benefits
of Agreement.
|
157
|
Section
11.12.
|
Special
Notices to the Rating Agencies.
|
157
|
Section
11.13.
|
Counterparts.
|
158
|
Section
11.14.
|
Transfer
of Servicing.
|
158
|
Exhibits
|
|
Exhibit
A
|
Forms
of Certificates
|
Exhibit
B-1
|
Form
of Initial Certification
|
Exhibit
B-2
|
Form
of Interim Certification
|
Exhibit
B-3
|
Form
of Final Certification
|
Exhibit
B-4
|
Form
of Endorsement
|
Exhibit
C
|
Request
for Release of Documents and Receipt
|
Exhibit
D-l
|
Form
of Residual Certificate Transfer Affidavit (Transferee)
|
Exhibit
D-2
|
Form
of Residual Certificate Transfer Affidavit (Transferor)
|
Exhibit
E
|
List
of Servicing Agreements
|
Exhibit
F
|
Form
of Rule 144A Transfer Certificate
|
Exhibit
G
|
Form
of Purchaser’s Letter for Institutional Accredited
Investors
|
Exhibit
H
|
Form
of ERISA Transfer Affidavit
|
Exhibit
I
|
Transaction
Parties
|
Exhibit
J
|
Class
1-A2 and Class 1-A5 Cap Agreements
|
Exhibit
K
|
Custodial
Agreements
|
Exhibit
L-1
|
Additional
Form 10-D Disclosure
|
Exhibit
L-2
|
Additional
Form 10-K Disclosure
|
Exhibit
L-3
|
Additional
Form 8-K Disclosure
|
Exhibit
L-4
|
Additional
Disclosure Notification
|
Exhibit
M
|
Monthly
Electronic Data Transmission
|
Exhibit
N-1
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security pursuant to Section
3.03(h)(B)
|
Exhibit
N-2
|
Form
of Transfer Certificate for Transfer from Regulation S Global Security
to
Restricted Global Security pursuant to Section
3.03(h)(C)
|
Exhibit
O
|
Senior
Principal Priorities
|
Exhibit
P
|
Form
Certification to be Provided to Depositor and/or Master Servicer
by the
Trustee
|
Exhibit
Q
|
Relevant
Servicing Criteria to be Addressed in Report on Assessment of
Compliance
|
Exhibit
R
|
Form
of Exchange Trust Agreement (including Available Combination
Schedule)
|
Exhibit
S
|
Class
Table
|
Exhibit
T
|
Applicable
Fractions Table
|
Exhibit
U
|
Scheduled
Principal Tables
|
Exhibit
V
|
Monthly
Electronic Data Transmission
|
iv
Mortgage
Loan Schedules
Schedule
A All
Mortgage Loans
v
This
TRUST AGREEMENT dated as of December 1, 2006 (the “Agreement”), is by and among
STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
(the “Depositor”), AURORA LOAN SERVICES LLC, as Master Servicer (the “Master
Servicer”), and XXXXX
FARGO BANK, N.A.,
as
trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc.
(the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and
the other property being conveyed by it to the Trustee for inclusion in the
Trust Fund. On the Closing Date, the Depositor will acquire the Certificates
from the Trust Fund, as consideration for its transfer to the Trust Fund
of the
Mortgage Loans and the other property constituting the Trust Fund. The Depositor
has duly authorized the execution and delivery of this Agreement to provide
for
the conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the Depositor,
the Master Servicer and the Trustee herein with respect to the Mortgage Loans
and the other property constituting the Trust Fund are for the benefit of
the
Holders from time to time of the Certificates. The Depositor and the Master
Servicer are entering into this Agreement, and the Trustee is accepting the
Trust Fund created hereby, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged.
As
provided herein, the Trustee shall elect that the Trust Fund (exclusive of
any
Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve
Fund
(the “Excluded Trust Assets”) be treated for federal income tax purposes as
comprising four real estate mortgage investment conduits (each a “REMIC” or, in
the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier
REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the
Exchange and Exchangeable Certificates and the Class X, Class LT-R or Class
R
Certificate), represents ownership of one or more regular interests in REMIC
III
for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate
represents beneficial ownership of one or more regular interests in a REMIC
for
purposes of the REMIC Provisions. The Class LT-R Certificate represents
ownership of the sole class of residual interest in REMIC I for purposes
of the
REMIC Provisions. The Class R Certificate represents ownership of the sole
class
of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for
purposes of the REMIC Provisions.
The
Upper
Tier REMIC shall hold as its assets the several Classes of uncertificated
Lower
Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each
such
Lower Tier Interest is hereby designated as a regular interest in REMIC IIB
for
purposes of the REMIC Provisions. REMIC IIB shall hold as its assets the
several
Classes of uncertificated Lower Tier Interests in REMIC IIA, other than the
Class R-2A Interest, and each such Lower Tier Interest is hereby designated
as a
regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several
Classes of uncertificated Lower Tier Interests in REMIC I, and each such
Lower
Tier Interest is hereby designated as a regular interest in REMIC I. REMIC
I
shall hold as its assets the property of the Trust Fund other than the Lower
Tier Interests in REMIC I, REMIC IIA and REMIC IIB.
The
startup day for each REMIC created hereby for purposes of the REMIC Provisions
is the Closing Date. In addition, for purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each REMIC created
hereby is the later (or latest) date provided in the definition of Latest
Possible Maturity Date.
REMIC
I:
REMIC
I
shall issue one uncertificated interest in respect of each Mortgage Loan
held by
the Trust on the Closing Date, each of which is hereby designated as a regular
interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular
Interest shall have an initial principal balance equal to the Scheduled
Principal Balance of the Mortgage Loan to which it relates and shall bear
interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage
Loan. In the event a Qualified Substitute Mortgage Loan is substituted for
such
Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on
such Qualified Substitute Mortgage Loan shall be distributed on such REMIC
I
Regular Interest at a rate in excess of the Net Mortgage Rate of the Original
Mortgage Loan.
On
each
Distribution Date the Trustee shall distribute the interest portion of the
Available Distribution Amount (net of expenses described in the preceding
paragraph) with respect to each of the Lower Tier Interests in REMIC I based
on
the above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the principal portion of
the
Available Distribution Amount among the Lower Tier Interests in REMIC I in
accordance with the amount of the principal attributable to the Mortgage
Loan
corresponding to each such Lower Tier Interests in REMIC I. All losses on
the
Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC
I in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Penalty Amounts
collected during the preceding Prepayment Period, in the case of Principal
Prepayments in full, or during the related Due Period, in the case of Principal
Prepayments in part, to the Lower Tier Interest in REMIC I corresponding
to the
Mortgage Loan with respect to which such amounts were received.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
REMIC
I all expenses of the Trust Fund for such Distribution Date.
REMIC
IIA
REMIC
IIA
shall hold as assets the REMIC I Regular Interests. REMIC IIA shall issue
the
several classes of uncertificated REMIC IIA Interests set out below. Each
such
REMIC IIA Interest, other than the Class R-2A Interest, is hereby designated
as
a regular interest in REMIC IIA. The following table specifies the Class
designation, interest rate, and principal amount for each Class of REMIC
IIA
Interests:
2
REMIC
IIA
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of Certificates
|
|||||||
LTII-1-A1
|
5.75%
|
$
|
40,744,000.00
|
1-A1
|
||||||
LTII-1-A2
|
5.75%
|
$
|
24,300,000.00
|
1-A2,
1-A8
|
||||||
LTII-1-A3
|
5.75%
|
$
|
21,004,000.00
|
1-A3
|
||||||
LTII-1-A4
|
5.75%
|
$
|
9,824,000.00
|
1-A4
|
||||||
LTII-1-A5
|
5.75%
|
$
|
47,069,000.00
|
1-A5,
1-A7
|
||||||
LTII-1-A10
|
5.75%
|
$
|
1,670,000.00
|
1-A10
|
||||||
LTII-1-A11
|
5.75%
|
$
|
3,575,000.00
|
1-A11
|
||||||
LTII-1-A12
|
5.75%
|
$
|
10,000.00
|
1-A12
|
||||||
LTII-1-A13
|
5.75%
|
$
|
10,000.00
|
1-A13
|
||||||
LTII-1-A14
|
5.75%
|
$
|
8,858,000.00
|
1-A14
|
||||||
LTII-1-A15
|
5.75%
|
$
|
4,567,000.00
|
1-A15
|
||||||
LTII-1-A21
|
5.75%
|
$
|
13,669,000.00
|
1-A21
|
||||||
LTII-1-A22
|
5.75%
|
$
|
2,972,000.00
|
1-A22
|
||||||
LTII-1-A23
|
5.75%
|
$
|
10,727,000.00
|
1-A23
|
||||||
LTII-1-A24
|
5.75%
|
$
|
2,332,000.00
|
1-A24
|
||||||
LTII-2-A6
|
7.00%
|
$
|
100,152,000.00
|
2-A6,
2-A3
|
||||||
LTII-2-A7
|
7.00%
|
$
|
7,550,000.00
|
2-A7,
2-A3
|
||||||
LTII-2-A8
|
7.00%
|
$
|
130,618,000.00
|
2-A8,
2-A2
|
||||||
LTII-2-A9
|
7.00%
|
$
|
9,846,000.00
|
2-A9,
2-A2
|
||||||
LTII-2-A10
|
7.00%
|
$
|
107,055,000.00
|
2-A10,
2-A5
|
||||||
LTII-2-A11
|
7.00%
|
$
|
8,070,000.00
|
2-A11,
2-A5
|
||||||
LTII-3-A1
|
7.50%
|
$
|
34,976,000.00
|
3-A1,
3-A2
|
||||||
LTII-AP
|
0.00%
|
$
|
239,270.95
|
AP
|
||||||
LTII-1-AR
|
7.00%
|
$
|
100.00
|
R
|
||||||
LTII-1-GSA
|
(1)
|
$
|
134,279.98
|
N/A
|
||||||
LTII-1-Pool
|
(1)
|
$
|
13,293,718.23
|
N/A
|
||||||
LTII-2A-GSA
|
(2)
|
$
|
98,453.21
|
N/A
|
||||||
LTII-2A-Pool
|
(2)
|
$
|
9,746,867.58
|
N/A
|
||||||
LTII-2B-GSA
|
(3)
|
$
|
75,491.03
|
N/A
|
||||||
LTII-2B-Pool
|
(3)
|
$
|
7,473,611.65
|
N/A
|
||||||
LTII-2C-GSA
|
(4)
|
$
|
80,694.37
|
N/A
|
||||||
LTII-2C-Pool
|
(4)
|
$
|
7,988,742.17
|
N/A
|
||||||
LTII-3-GSA
|
(5)
|
$
|
24,522.18
|
N/A
|
||||||
LTII-3-Pool
|
(5)
|
$
|
2,427,696.30
|
N/A
|
||||||
R-2A
|
(6)
|
(6)
|
N/A
|
______________
(1)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LTII-1-Pool Interest and the LTII-1-GSA
Interest
will be a per annum rate equal to the Designated Rate for Collateral
Group
1.
|
(2)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LTII-2A-Pool Interest and the LTII-2A-GSA
Interest
will be a per annum rate equal to the Designated Rate for Collateral
Group
2A.
|
(3)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LTII-2B-Pool Interest and the LTII-2B-GSA
Interest
will be a per annum rate equal to the Designated Rate for Collateral
Group
2B.
|
(4)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LTII-2C-Pool Interest and the LTII-2C-GSA
Interest
will be a per annum rate equal to the Designated Rate for Collateral
Group
2C.
|
(5)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LTII-3-Pool Interest and the LTII-3-GSA
Interest
will be a per annum rate equal to the Designated Rate for Collateral
Group
3.
|
(6)
|
The
Class R-2A Interest does not have a principal balance and does
not bear
interest.
|
3
On
each
Distribution Date, the portion of the Available Distribution Amount
distributable as interest shall be distributed as interest with respect to
the
REMIC IIA Interests based on the interest rates described above. On each
Distribution Date, Net Prepayment Shortfalls and Excess Losses sustained
with
respect to any Collateral Group are to be allocated among the Classes of
REMIC
IIA Interests related to such Collateral Group based on the relative amounts
of
interest otherwise accrued for the related Accrual Period on each such REMIC
IIA
Interest.
On
each
Distribution Date, the portion of the Available Distribution Amount
distributable as principal shall be distributed as principal on REMIC IIA
Interests as follows:
(1)
|
First,
to the Class LTII-AP Interest until the balance of each Interest
equals
that of the Class AP Certificate immediately after the Distribution
Date;
|
(2)
|
Second,
from the remaining Available Distribution Amount for Collateral
Group 1,
to
the Class LTII-1-GSA Interest until its principal balance equals
one
percent of the Group Subordinate Amount for Collateral Group 1
after such
Distribution Date;
|
(3)
|
Third,
from the remaining Available Distribution Amount for Collateral
Group 2A,
to
the Class LTII-2A-GSA Interest until its principal balance equals
one
percent of the Group Subordinate Amount for Collateral Group 2A
after such
Distribution Date;
|
(4)
|
Fourth,
from the remaining Available Distribution Amount for Collateral
Group 2B,
to
the Class LTII-2B-GSA Interest until its principal balance equals
one
percent of the Group Subordinate Amount for Collateral Group 2B
after such
Distribution Date;
|
(5)
|
Fifth,
from the remaining Available Distribution Amount for Collateral
Group 2C,
to
the Class LTII-2C-GSA Interest until its principal balance equals
one
percent of the Group Subordinate Amount for Collateral Group 2C
after such
Distribution Date;
|
(6)
|
Sixth,
from the remaining Available Distribution Amount for Collateral
Group 3,
to
the Class LTII-3-GSA Interest until its principal balance equals
one
percent of the Group Subordinate Amount for Collateral Group 3
after such
Distribution Date;
|
(7)
|
Seventh,
to
the
Class LTII-1-GSA, Class LTII-2A-GSA, Class LTII-2B-GSA, Class LTII-2C-GSA
and Class LTII-3-GSA Interests, from the remaining Available Distribution
Amount for Collateral Group 1, Collateral Group 2A, Collateral
Group 2B,
Collateral Group 2C and Collateral Group 3, the minimum amount
necessary
to cause the ratio of the principal balance of each such REMIC
IIA
Interest to the principal balances of the other REMIC IIA Interests
to
equal the ratio of the Group Subordinate Amount related to such
REMIC IIA
Interest to the Group Subordinate Amounts related to the other
REMIC IIA
Interests immediately after such Distribution
Date;
|
4
(8)
|
Eighth,
from the remaining Available Distribution Amount from each of the
Collateral Groups, concurrently, as follows -
|
(a) To
the
Class LTII-1-Pool until the sum of (a) its principal balance and (b) the
principal balance of the LTII-1-GSA, after taking into account distributions
made pursuant to priorities (2) and (7) above, equals the Group Subordinate
Amount for Collateral Group 1 immediately after such Distribution
Date;
(b) To
the
Class LTII-2A-Pool until the sum of (a) its principal balance and (b) the
principal balance of the LTII-2A-GSA, after taking into account distributions
made pursuant to priorities (3) and (7) above, equals the Group Subordinate
Amount for Collateral Group 2A immediately after such Distribution
Date;
(c) To
the
Class LTII-2B-Pool until the sum of (a) its principal balance and (b) the
principal balance of the LTII-2B-GSA, after taking into account distributions
made pursuant to priorities (4) and (7) above, equals the Group Subordinate
Amount for Collateral Group 2B immediately after such Distribution
Date;
(d) To
the
Class LTII-2C-Pool until the sum of (a) its principal balance and (b) the
principal balance of the LTII-2C-GSA, after taking into account distributions
made pursuant to priorities (5) and (7) above, equals the Group Subordinate
Amount for Collateral Group 2C immediately after such Distribution
Date;
(e) To
the
Class LTII-3-Pool until the sum of (a) its principal balance and (b) the
principal balance of the LTII-3-GSA, after taking into account distributions
made pursuant to priorities (6) and (7) above, equals the Group Subordinate
Amount for Collateral Group 3 immediately after such Distribution
Date;
(9)
|
Finally,
from the remaining Available Distribution Amount from each of the
Collateral Groups to each REMIC IIA Interest for which there is
a
Corresponding Class of Certificates (other than the Class LTII-AP
Interest) until the principal balance of such REMIC IIA Interest
equals
the Class Principal Amount of the Corresponding Class of Certificates
immediately after such Distribution
Date.
|
For
each
Distribution Date, Realized Losses, other than Excess Losses, shall be allocated
among the REMIC IIA Interests in the same manner that principal is allocated
among the REMIC IIA Interests.
5
On
each
Distribution Date, the Trustee shall distribute Prepayment Penalty Amounts
collected in respect of the Mortgage Loans during the preceding Prepayment
Period as follows:
(a)
in
respect of Pool 1: 100.00% of such amount to the Class LTII-2B-Pool Lower
Tier
Interest; and
(b)
in
respect of Pool 2: 85.0000000000% of such amount to the Class LTII-2A-Pool
Lower
Tier Interest and 14.2955049334% of such amount to the Class LTII-3-Pool
Lower
Tier Interest.
REMIC
IIB
REMIC
IIB
shall hold as assets the REMIC IIA Regular Interests. REMIC IIB shall issue
the
several classes of uncertificated REMIC IIB Interests set out below. Each
such
REMIC IIB Interest, other than the Class R-2B Interest, is hereby designated
as
a regular interest in REMIC IIB. The following table specifies the Class
designation, interest rate, and principal amount for each Class of REMIC
IIB
Interests:
REMIC
IIB
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
or Notional
Amount
|
Corresponding
Class of Certificates
|
|||
LTIII-1-A1
|
(1)
|
(3)
|
1-A1
|
|||
LTIII-1-A2
|
(1)
|
(3)
|
1-A2
|
|||
LTIII-1-A3
|
(1)
|
(3)
|
1-A3
|
|||
LTIII-1-A4
|
(1)
|
(3)
|
1-A4
|
|||
LTIII-1-A5
|
(1)
|
(3)
|
1-A5
|
|||
LTIII-1-A7
|
(1)
|
(2)
|
1-A7
|
|||
LTIII-1-A8
|
(1)
|
(2)
|
1-A8
|
|||
LTIII-1-A10
|
(1)
|
(3)
|
1-A10
|
|||
LTIII-1-A11
|
(1)
|
(3)
|
1-A11
|
|||
LTIII-1-A12
|
(1)
|
(3)
|
1-A12
|
|||
LTIII-1-A13
|
(1)
|
(3)
|
1-A13
|
|||
LTIII-1-A14
|
(1)
|
(3)
|
1-A14
|
|||
LTIII-1-A15
|
(1)
|
(3)
|
1-A15
|
|||
LTIII-1-A21
|
(1)
|
(3)
|
1-A21
|
|||
LTIII-1-A22
|
(1)
|
(3)
|
1-A22
|
|||
LTIII-1-A23
|
(1)
|
(3)
|
1-A23
|
|||
LTIII-1-A24
|
(1)
|
(3)
|
1-A24
|
|||
LTIII-2-A2
|
(1)
|
(2)
|
2-A2
|
|||
LTIII-2-A3
|
(1)
|
(2)
|
2-A3
|
|||
LTIII-2-A5
|
(1)
|
(2)
|
2-A5
|
|||
LTIII-2-A6
|
(1)
|
(3)
|
2-A6
|
|||
LTIII-2-A7
|
(1)
|
(3)
|
2-A7
|
|||
LTIII-2-A8
|
(1)
|
(3)
|
2-A8
|
|||
LTIII-2-A9
|
(1)
|
(3)
|
2-A9
|
|||
LTIII-2-A10
|
(1)
|
(3)
|
2-A10
|
|||
LTIII-2-A11
|
(1)
|
(3)
|
2-A11
|
6
REMIC
IIB
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
or Notional
Amount
|
Corresponding
Class of Certificates
|
LTIII-3-A1
|
(1)
|
(3)
|
3-A1
|
|||
LTIII-3-A2
|
(1)
|
(2)
|
3-A2
|
|||
LTIII-AP
|
(1)
|
(3)
|
AP
|
|||
LTIII-1-AR
|
(1)
|
(3)
|
R
|
|||
LTIII-M1A
|
(4)
|
(3)
|
M-1A
|
|||
LTIII-M1B
|
(4)
|
(3)
|
M-1B
|
|||
LTIII-B1
|
(4)
|
(3)
|
B1
|
|||
LTIII-B2
|
(4)
|
(3)
|
B2
|
|||
LTIII-B3
|
(4)
|
(3)
|
B3
|
|||
LTIII-B4
|
(4)
|
(3)
|
B4
|
|||
LTIII-B5
|
(4)
|
(3)
|
B5
|
|||
LTIII-B6
|
(4)
|
(3)
|
B6
|
|||
LTIII-B7
|
(4)
|
(3)
|
B7
|
|||
R-2B
|
(5)
|
(5)
|
N/A
|
______________
(1)
|
The
interest rate for each of these REMIC IIB Lower Tier Interests
shall be
the Certificate Interest Rate for its Corresponding Class of Certificates
in the Upper Tier REMIC.
|
(2)
|
Each
of these REMIC IIB Lower Tier Interests is an interest-only interest
and
does not have a principal balance. Each of these REMIC IIB Lower
Tier
Interests shall accrue interest on the notional balance of its
Corresponding Class of Certificates in the Upper Tier REMIC.
|
(3)
|
The
initial principal amount for each of these REMIC IIB Lower Tier
Interests
shall be the Initial Class Principal Amount for its Corresponding
Class of
Certificates in the Upper Tier REMIC.
|
(4)
|
The
interest rate for each of these REMIC IIB Lower Tier Interests
shall be
the Average Rate for the Subordinate
Certificates.
|
(5)
|
The
Class R-2B Interest does not have a principal balance and does
not bear
interest.
|
On
each
Distribution Date, the portion of the Available Distribution Amount
distributable as interest shall be distributed as interest with respect to
the
REMIC IIB Interests based on the interest rates described above.
On
each
Distribution Date, the portion of the Available Distribution Amount
distributable as principal shall be distributed as principal to
the
Class
LTIII-AP Interest until the balance of such Interest equals that of the Class
AP
Certificate immediately after the Distribution Date. On each Distribution
Date,
the remaining portion of the Available Distribution Amount from
each of the Collateral Groups
distributable as principal shall be distributed as principal to
each REMIC IIB Interest for which there is a Corresponding Class of Certificates
(other than the Class LTIII-AP Interest and any interest-only Interest) until
the principal balance of such REMIC IIB Interest equals the Class Principal
Amount of the Corresponding Class of Certificates immediately after such
Distribution Date.
On
each
Distribution Date, the Trustee shall be deemed to pass through Prepayment
Penalty Amounts collected during the preceding Prepayment Period with respect
to
the Class LTII-2A-Pool, Class LTII-2B-Pool and Class LTII-3-Pool Lower Tier
Interests to the Class LTIII-2-A2, Class LTIII-2-A3 and Class LTIII-3-A2
Lower
Tier Interests, respectively.
7
REMIC
III
Each
Class of Certificates constituting an interest in the Trust Fund created
hereunder (other than the Class X, Class LT-R and Class R Certificates) is
hereby designated (along with each Underlying REMIC Certificate) as one or
more
regular interests in REMIC III. The Class Table specifies the Class designation,
Certificate Interest Rate, initial Class Principal (or Notional) Amount and
minimum denomination for (1) each class of Certificates and (2) for convenience,
each Class of Exchange and Exchangeable Certificates issued under the Exchange
Trust Agreement.
Each
Class of Underlying REMIC Certificates shall be issued hereunder in
uncertificated form to the Exchange Trustee, and held in trust pursuant to
the
terms of the Exchange Trust Agreement. Classes of Certificates having identical
characteristics and sharing the same Class designation shall also be issued
under the Exchange Trust Agreement.
The
Class
R Certificate represents ownership of the residual interest in each of REMIC
IIA, REMIC IIB and REMIC III and will be issued in a single Certificate
representing a 100% Percentage Interest in such Class.
The
Class
LT-R Certificate will be issued without a Class Principal Amount and will
not
bear interest at a stated rate. The Class LT-R Certificate represents ownership
of the residual interest in REMIC I and shall be issued as a single Certificate
evidencing the entire Percentage Interest in such Class.
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$631,181,447.65.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer and the Trustee hereby agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise requires, shall
have
the following meanings:
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary
mortgage servicing practices of prudent mortgage servicing institutions that
service or master service mortgage loans of the same type and quality as
such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Trustee (as successor Master Servicer)
or the Master Servicer or (y) as provided in the applicable Servicing Agreement,
to the extent applicable to the related Servicer.
8
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accretion
Directed Certificate:
None.
Accretion
Termination Date:
With
respect to the Class 1-A12 Certificates, the earlier to occur of (x) the
Credit
Support Depletion Date; and (y) the Distribution Date on which the Class
Principal Amount of the Class 1-A5 Certificates has been reduced to zero.
With
respect to the Class 1-A13 Certificates, the earlier to occur of (x) the
Credit
Support Depletion Date; and (y) the Distribution Date on which the Class
Principal Amount of the Class 1-A5 and Class 1-A12 Certificates has been
reduced
to zero.
Accrual
Amount:
As to
each Class of Accrual Certificates and each Distribution Date through the
related Accretion Termination Date, the sum of the amounts allocable to such
Class pursuant to Sections 5.02(a)(i) and (a)(ii) on such Distribution Date.
As
to any Class of Accrual Certificates and each Distribution Date after the
related Accretion Termination Date, zero.
Accrual
Certificate:
Any of
the Class 1-A12 and Class 1-A13 Certificates.
Accrual
Component:
None.
Accrual
Period:
With
respect to any Distribution Date and any Class of Certificates or Components
(other than any LIBOR Certificates, any Class 1-A16 and Class 1-A17
Certificates, any Class X Certificates and any Class P Component) or Class
of
Lower Tier Interests, the calendar month immediately preceding the month
in
which such Distribution Date occurs. With respect to any Distribution Date
and a
Class of LIBOR Certificates and the Class 1-A16 and Class 1-A17 Certificates,
the period beginning on the Distribution Date in the calendar month preceding
the month in which such Distribution Date occurs (or on December 25, 2006,
in
the case of the first Accrual Period) and ending on the day immediately
preceding such Distribution Date.
Accrued
Certificate Interest:
As to
any Class of Certificates or Components (other than any Class X or Class
AP
Certificates and any Class P Component) and any Distribution Date, the product
of (i) the Certificate Interest Rate for such Class of Certificates divided
by
12 and (ii) the Class Principal Amount (or Class Notional Amount or Component
Notional Amount) of such Class of Certificates or Components as of the last
day
of the related Accrual Period, as reduced by such Class’s or Component’s share
of (a) the interest portion of any Excess Losses for the related Collateral
Group for such Distribution Date and (b) the interest portion of any Relief
Act
Reduction for the related Collateral Group for such Distribution Date, in
each
case, allocable among the interest-bearing Senior Certificates (and any Class
I
Components) and the Subordinate Certificates pro
rata
based
(x) in the case of such Senior Certificates and any such Components, on the
Accrued Certificate Interest otherwise distributable thereto and (y) in the
case
of the Subordinate Certificates, on their respective Apportioned Principal
Balances.
9
Interest
shall accrue on the basis of a 360-day year comprising twelve 30-day
months.
Act:
As
defined in Section 8.03(a).
Additional
Collateral:
None.
Additional
Form 10-D Disclosure:
As
defined in Section 6.20(d)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 6.20(e)(i).
Additional
Interest Amount:
For
each Retired Subordinate Class on each Distribution Date shall equal the
product
of (1) the Subordinate Allocation Percentage for such Retired Subordinate
Class
and (2) the sum of (a) 0.72% per annum of the Class Principal Amount of the
Class M-1A Certificates on such date; (b) 0.37% per annum of the Class Principal
Amount of the Class M-1B Certificates on such date; (c) the product of 0.37%
per
annum of the Class Principal Amount of the Class B1 Certificates on such
date;
and (d) the product of 0.37% per annum of the Class Principal Amount of the
Class B2 Certificates on such date. Calculations of Additional Interest Amounts
shall be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Servicer:
Each
affiliate of the related Servicer that Services any of the Mortgage Loans
and
each Person who is not an affiliate of the related Servicer, who Services
10% or
more of the Mortgage Loans.
Advance:
An
advance of the aggregate of payments of principal and interest (net of the
applicable Servicing Fee) on one or more Mortgage Loans (other than Charged-off
Loans or Released Mortgage Loans) that were due on the Due Date in the related
Due Period and not received as of the close of business on the related
Determination Date, required to be made by or on behalf of the Master Servicer
and the related Servicer (or by the Trustee as successor to the Master Servicer)
pursuant to Section 5.04, but only to the extent that such amount is expected,
in the reasonable judgment of the Master Servicer or the related Servicer
(or by
the Trustee as successor to the Master Servicer), to be recoverable from
collections or recoveries in respect of such Mortgage Loans.
Adverse
REMIC Event:
As
defined in Section 10.01(f).
Affiliate:
With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
Aggregate
Certificate Insurance Premium:
None.
Aggregate
Principal Balance:
The
aggregate of the Scheduled Principal Balances for all Mortgage Loans at
any date
of determination.
10
Aggregate
Subordinate Percentage:
With
respect to any Distribution Date, the sum of the Class Principal Amounts
of the
Subordinate Certificates immediately prior to such date divided by the Aggregate
Principal Balances of the Mortgage Loans for the immediately preceding
Distribution Date.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
AP
Deferred Amount:
With
respect to any Distribution Date through the Credit Support Depletion Date,
the
total of all amounts allocable to the Class AP Certificates on such Distribution
Date in respect of Realized Losses (other than Excess Losses) on the Mortgage
Loans and all amounts previously allocated in respect of Realized Losses
to such
Class of Certificates and not distributed on prior Distribution
Dates.
Applicable
Fraction:
For
each Mortgage Loan in the specified Subgroup and the related Collateral Group,
such fractions as are set forth in the Applicable Fraction table attached
hereto
as Exhibit T.
AP
Principal Distribution Amount:
For any
Distribution Date and Collateral Group P, the sum of the following
amounts:
(i) the
related Applicable Fraction of the principal portion of each Scheduled Payment
(without giving effect to any Debt Service Reduction occurring prior to the
Bankruptcy Coverage Termination Date) on each Mortgage Loan in such Collateral
Group due during the related Due Period;
(ii) the
related Applicable Fraction of each of the following amounts: (1) each Principal
Prepayment collected on a Mortgage Loan in such Collateral Group during the
applicable Prepayment Period, (2) each other unscheduled collection, including
any Subsequent Recovery, Insurance Proceeds and Net Liquidation Proceeds
(other
than with respect to any Mortgage Loan in such Collateral Group that was
finally
liquidated during the applicable Prepayment Period), representing or allocable
to recoveries of principal of such Mortgage Loan in such Collateral Group
received during the applicable Prepayment Period and (3) the principal portion
of all proceeds of the purchase of any Mortgage Loan in the such Collateral
Group (or, in the case of a permitted substitution, amounts representing
a
principal adjustment) actually received by the Master Servicer with respect
to
the applicable Prepayment Period;
(iii) with
respect to unscheduled recoveries allocable to principal of any Mortgage
Loan in
the such Collateral Group that was finally liquidated during the related
Prepayment Period, the related Applicable Fraction of the related net
Liquidation Proceeds allocable to principal; and
(iv) any
amounts described in clauses (i) through (iii) for any previous Distribution
Date that remain unpaid.
11
Apportioned
Principal Balance:
As to
any Class of Subordinate Certificates and any Distribution Date, the Class
Principal Amount of such Class immediately prior to such Distribution Date
multiplied by a fraction, the numerator of which is the applicable Group
Subordinate Amount for such date and the denominator of which is the sum
of the
Group Subordinate Amounts for all Collateral Groups (other than Collateral
Group
P).
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
Agreement:
The
agreement between LBB and the Seller dated as of December 1, 2006, pursuant
to
which LBB conveyed the Mortgage Loans to the Seller.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument,
in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage
to the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by
law;
provided,
however,
that
the Trustee shall not be responsible for determining whether any such assignment
is in recordable form.
Authenticating
Agent:
Any
authenticating agent appointed by the Trustee pursuant to Section
6.10.
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate, as specified in the definition
thereof, on behalf of the Depositor.
Available
Distribution Amount:
As to
each Collateral Group on any Distribution Date, the sum of the Applicable
Fractions for each Mortgage Loan contributing to such Collateral Group of
the
principal portion of the following amounts with the interest portion thereof
adjusted to the related Designated Rate:
(i) the
total
amount of all cash received by the Master Servicer through the Servicer
Remittance Date applicable to each Servicer and deposited with the Trustee
by
the Master Servicer by the Master Servicer Remittance Date for such Distribution
Date on the Mortgage Loans of such Collateral Group (including proceeds of
any
Insurance Policy and any other credit support relating to such Mortgage Loans
and including any Subsequent Recovery or recoveries through liquidation of
any
REO Property), plus all Advances made by the Master Servicer or any Servicer
(or
the Trustee in its capacity as successor master servicer) for such Distribution
Date, any Compensating Interest Payment for such date and Collateral Group
and
any amounts paid by any Servicer in respect of Prepayment Interest Shortfalls
in
respect of the related Mortgage Loans for such date and any proceeds of any
purchase of a related Mortgage Loan, but not including:
(A) all
amounts distributed pursuant to Section 5.02 on prior Distribution
Dates;
12
(B) all
Scheduled Payments of principal and interest collected but due on a date
subsequent to the related Due Period;
(C) all
Principal Prepayments received or identified by the applicable Servicer after
the applicable Prepayment Period (together with any interest payments received
with such prepayments to the extent that they represent the payment of interest
accrued on the related Mortgage Loans for the period subsequent to the
applicable Prepayment Period);
(D) any
other
unscheduled collection, including Net Liquidation Proceeds and Insurance
Proceeds, received by the Master Servicer after the applicable Prepayment
Period;
(E) all
fees
and amounts due, other than any Prepayment Premium Amounts (as applicable),
and
reimbursable from funds of the Trust Fund to the Master Servicer, the Trustee,
a
Custodian or any Servicer pursuant to the terms of this Agreement, a Custodial
Agreement or the applicable Servicing Agreement; and
(F) such
portion of each payment in respect of interest representing Retained Interest,
if any; and
(ii) any
other
payment made by the Master Servicer, the Trustee (as successor Master Servicer),
any Servicer, the Seller, the Depositor, or any other Person with respect
to
such Distribution Date (including the Purchase Price with respect to any
Mortgage Loan purchased by the Seller, the Depositor or any other Person
and any
related Substitution Amount) pursuant to this Agreement, a Custodial Agreement
or a Servicing Agreement.
Average
Rate:
With
respect to each Distribution Date and each Class of Subordinate Certificates,
a
per annum rate equal to the weighted average of the Designated Rate applicable
to each Collateral Group (other than Collateral Group P), expressed as a
percentage and weighted on the basis of the Group Subordinate Amount for
each
such Collateral Group.
AX
Mortgage Loans:
None.
Back-Up
Certification:
As
defined in Section 6.20(e)(iv).
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments.
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bankruptcy:
With
respect to any Person, the making of an assignment for the benefit of creditors,
the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt
or
insolvent, the entry of an order for relief in a bankruptcy or insolvency
proceeding, the seeking of reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, or seeking, consenting
to or acquiescing in the appointment of a trustee, receiver or liquidator,
dissolution, or termination, as the case may be, of such Person pursuant
to the
provisions of either the United States Bankruptcy Code of 1986, as amended,
or
any other similar state laws.
13
Bankruptcy
Coverage Termination Date:
The
Distribution Date on which the Bankruptcy Loss Limit has been reduced to
zero
(or less than zero).
Bankruptcy
Loss Limit:
As of
the Cut-off Date, initially, $220,850, which amount shall be reduced from
time
to time by the amount of Bankruptcy Losses allocated to the related
Certificates.
Bankruptcy
Losses:
With
respect to the Mortgage Loans in any Collateral Group, losses that are incurred
as a result of Deficient Valuations and any reduction, in a bankruptcy
proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other
than
as a result of a Deficient Valuation.
Basis
Risk Reserve Fund:
Either
of the Class 1-A2 or Class 1-A5 Reserve Fund.
Basis
Risk Shortfall:
With
respect to any Distribution Date and the Class 1-A2 or Class 1-A5 Certificates,
the excess, if any, of the amount of interest such Class of Certificates
would
have been entitled to receive if the Certificate Interest Rate for such Class
was calculated without regard to its related per annum maximum rate, over
the
actual amount of interest such Class is entitled to receive for such
Distribution Date.
Blanket
Mortgage:
The
mortgage or mortgages encumbering a Cooperative Property.
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in
this Agreement, ownership and transfers of which shall be evidenced or made
through book entries by a Clearing Agency as described in Section 3.09;
provided,
that
after the occurrence of a condition whereupon book-entry registration and
transfer are no longer permitted and Definitive Certificates are to be issued
to
Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” As of the Closing Date, all of the Classes of Certificates listed
in the third table of the Preliminary Statement, other than any Class X and
Class R Certificates, constitute Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in Colorado, Massachusetts, Minnesota or New York, or, if other than New
York,
the city in which the Corporate Trust Office of the Trustee is located, or
(iii)
with respect to any Servicer Remittance Date or any Servicer reporting date,
the
States specified in the definition of “Business Day” in the applicable Servicing
Agreement, are authorized or obligated by law or executive order to be
closed.
Cap
Agreement:
Either
of the Class 1-A2 or Class 1-A5 Cap Agreements.
Cap
Counterparty:
Xxxxxx
Brothers Special Financing Inc.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
one
of the forms attached hereto as Exhibit A.
14
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of Section
4.04.
Certificate
Insurance Premium:
None.
Certificate
Insurer:
None.
Certificate
Insurer Default:
Not
applicable.
Certificate
Interest Rate:
With
respect to each Class of Certificates (other than any Class X and Class AP
Certificates) and the Class I Components, the applicable per annum rate formula
specified or determined as provided in the Class Table.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency,
or on
the books of a Person maintaining an account with such Clearing Agency (directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency) and with respect to Certificates other than Book-Entry Certificates,
the
Holder.
Certificate
Principal Amount:
With
respect to any Certificate (other than a Notional Certificate or Class X
Certificate), at the time of determination, the maximum specified dollar
amount
of principal to which the Holder thereof is then entitled hereunder, such
amount
being equal to the initial principal amount set forth on the face of such
Certificate (1) less the amount of all principal distributions previously
made
with respect to such Certificate, all Realized Losses allocated to such
Certificate, and, in the case of a Subordinate Certificate, any Subordinate
Certificate Writedown Amount allocated to such Certificate and (2) as increased,
in the case of any Accrual Certificate, by such Certificate’s Percentage
Interest of any Accrual Amount allocated thereto; provided,
however,
that on
any Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Certificates then outstanding
for
which any Realized Loss or any Subordinate Certificate Writedown Amount has
been
applied will be increased, in order of seniority, by an amount (to be applied
pro
rata
to all
Certificates of such Class) equal to the lesser of (i) the amount the Class
of
Certificates has been reduced by any Realized Losses or any Subordinate
Certificate Writedown Amount which have not been previously increased by
any
Subsequent Recovery and (ii) the total amount of any Subsequent Recovery
distributed on such date to Certificateholders after application (for this
purpose) to more senior Classes of Certificates. For purposes of Article
V
hereof, unless specifically provided to the contrary, Certificate Principal
Amounts shall be determined as of the close of business of the immediately
preceding Distribution Date, after giving effect to all distributions made
on
such date. Notional Certificates are issued without Certificate Principal
Amounts.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certification
Parties:
As
defined in Section 6.20(e)(iv).
15
Certifying
Person:
As
defined in Section 6.20(e)(iv).
Charged-off
Loan:
As of
any date of determination, any Mortgage Loan other than a Covered Mortgage
Loan
that was delinquent in payment for a period of 180 days or more as of the
last
calendar day of the month immediately preceding the month in which such date
of
determination occurs, without giving effect to any grace period permitted
by the
related Mortgage Note; provided,
however,
that
with respect to any such Mortgage Loan, (i) an equity analysis performed
by the
related Servicer supports charge-off over foreclosure, (ii) the related
Mortgaged Property has not become REO Property, (iii) there are no active
foreclosure or other loss mitigation activities and (iv) nothing has come
to the
attention of the related Servicer indicating that any such Mortgage Loan,
at the
time of its origination, violated any applicable federal, state or local
law or
regulation, including, without limitation, usury, truth-in-lending, consumer
credit protection and privacy, equal credit opportunity, disclosure or predatory
and abusive lending laws, applicable to the origination and servicing of
such
Mortgage Loan.
Class:
All
Certificates bearing the same class designation, and, in the case of REMIC
I,
all Lower Tier Interests bearing the same designation.
Class
1-A2 Cap Agreement:
An
interest rate cap agreement entered into on the Closing Date by the Trustee,
not
individually but solely in its capacity as Trustee of the Supplemental Interest
Trust, with the applicable Cap Counterparty, for the benefit of the Class
1-A2
and Class X Certificates. Such agreement is attached hereto as Exhibit
J.
Class
1-A2 Interest Rate Cap Amount:
For the
Class 1-A2 Cap Agreement and any Distribution Date, the amount, if any, to
be
paid by the Cap Counterparty to the Trustee for the account of the Supplemental
Interest Trust pursuant to the Class 1-A2 Cap
Agreement.
Class
1-A2 Reserve Fund:
A
separate account established by the Trustee that is held in the Supplemental
Interest Trust for the benefit of the Holders of the Class 1-A2
Certificates.
Class
1-A5 Cap Agreement:
An
interest rate cap agreement entered into on the Closing Date by the Trustee,
not
individually but solely in its capacity as Trustee of the Supplemental Interest
Trust, with the applicable Cap Counterparty, for the benefit of the Class
1-A5
and Class X Certificates. Such agreement is attached hereto as Exhibit
J.
Class
1-A5 Interest Rate Cap Amount:
For the
Class 1-A5 Cap Agreement and any Distribution Date, the amount, if any, to
be
paid by the Cap Counterparty to the Trustee for the account of the Supplemental
Interest Trust pursuant to the Class 1-A5 Cap
Agreement.
Class
1-A5 Reserve Fund:
A
separate account established by the Trustee that is held in the Supplemental
Interest Trust for the benefit of the Holders of the Class 1-A5
Certificates.
Class
E Distributable Amount:
Not
applicable.
Class
I Components:
Any of
the Class I Components of the Class 2-A2, Class 2-A3 or Class 3-A2
Certificates.
16
Class
LT-R Certificates:
Each Class LT-R Certificate executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed
hereto
as Exhibit A and evidencing the residual interest in REMIC I.
Class
Notional Amount:
With
respect to each Class of Notional Certificates (or in the case of the Class
2-A2, Class 2-A3 and Class 3-A2 Certificates, each Class I Component thereof),
as follows:
· With
respect to any Distribution Date and the Class 1-A6 Certificates, the aggregate
of the Class Principal Amounts of the Class 1-A2 and Class 1-A5 Certificates
immediately preceding such Distribution Date.
· With
respect to any Distribution Date and the Class 1-A7 Certificates, the Class
Principal Amount of the Class 1-A5 Certificates immediately preceding such
Distribution Date.
· With
respect to any Distribution Date and the Class 1-A8 Certificates, the Class
Principal Amount of the Class 1-A2 Certificates immediately preceding such
Distribution Date.
· With
respect to any Distribution Date and the Class 2-A2 Certificates, the aggregate
of the Class Principal Amounts of the Class 2-A8 and Class 2-A9 Certificates
immediately preceding such Distribution Date.
· With
respect to any Distribution Date and the Class 2-A3 Certificates, the Class
Principal Amounts of the Class 2-A6 and Class 2-A7 Certificates immediately
preceding such Distribution Date.
· With
respect to any Distribution Date and the Class 2-A5 Certificates, the Class
Principal Amounts of the Class 2-A10 and Class 2-A11 Certificates immediately
preceding such Distribution Date.
· With
respect to any Distribution Date and the Class 2-A12 Certificates, the Class
Principal Amounts of the Class 2-A6, Class 2-A7, Class 2-A8 and Class 2-A9
Certificates immediately preceding such Distribution Date.
· With
respect to any Distribution Date and the Class 3-A2 Certificates, the Class
Principal Amount of the Class 3-A1 Certificates immediately preceding such
Distribution Date.
Class
P Components:
Any of
the Class P Components of the Class 2-A2, Class 2-A3 or Class 3-A2
Certificates.
Class
Percentage:
With
respect to each Class of the Subordinate Certificates, for each Distribution
Date, the percentage obtained by dividing the Class Principal Amount of such
Class immediately prior to such Distribution Date by the sum of the aggregate
Class Principal Amount of all Classes of Senior Certificates and the aggregate
Class Principal Amount of all Classes of Subordinate Certificates immediately
prior to such date.
17
Class
Principal Amount:
With
respect to each Class of Certificates other than any Class of Notional
Certificates and any Class X Certificates, the aggregate of the Certificate
Principal Amounts of all Certificates of such Class at the date of
determination. With respect to each Class of Notional Certificates, zero.
With
respect to each Class of Lower Tier Interest and any date of determination,
the
initial Class Principal Amount, if any, as set forth in the Preliminary
Statement as reduced by all distributions of principal and all losses previously
allocated to such Class.
Class
R-2A Interest:
The
sole residual interest in REMIC IIA.
Class
R-2B Interest:
The
sole residual interest in REMIC IIB.
Class
Table:
The
table, attached as Exhibit S hereto, setting forth the characteristics of
each
Class of Certificates (and the Exchange and Exchangeable Classes).
Class
X Certificate:
The
Class X Certificate executed by the Trustee and authenticated by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
Clearstream:
Clearstream Banking Luxembourg, and any successor thereto.
Closing
Date:
December 29, 2006.
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collateral
Group:
Any of
Collateral Groups 1, 2A, 2B, 2C, 3, or P.
Collateral
Group P:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 0.00%
derived from Subgroup 1-A, Subgroup 2-A and Subgroup 3-A.
Collateral
Group 1:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 5.75%
derived from Subgroup 1-A, Subgroup 2-A, Subgroup 3-A, Subgroup 1-B, Subgroup
2-B and Subgroup 3-B.
Collateral
Group 2A:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
derived from Subgroup 2-B and Subgroup 2-C.
18
Collateral
Group 2B:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
derived from Subgroup 1-B and Subgroup 1-C.
Collateral
Group 2C:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
derived from Subgroup 3-B and Subgroup 3-C.
Collateral
Group 3:
The
group of Mortgage Loans (or portions thereof) stripped to a rate of 7.50%
derived from Subgroup 1-C, Subgroup 1-D, Subgroup 2-C, Subgroup 2-D, Subgroup
3-C and Subgroup 3-D.
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Commission:
U.S.
Securities and Exchange Commission.
Combination
Group:
Any
combination of Exchange Certificates set forth on Appendix A to the Exchange
Trust Agreement.
Compensating
Interest Payment:
With
respect to any Distribution Date, an amount equal to the aggregate amount
of any
Prepayment Interest Shortfalls required to be paid by the Servicers with
respect
to such Distribution Date. The Master Servicer shall not be responsible to
make
any Compensating Interest Payment.
Component:
Each of
the Class 2-A2, Class 2-A3 and 3-A2 Certificates shall be issued in two
non-severable Components: the Class I and Class P Components. The Class I
Components shall be issued with a Certificate Interest Rate and Class Notional
Amount; the Class P Components shall not be issued with either a Certificate
Interest Rate or a balance but shall evidence the right to receive distributions
pursuant to Section 5.02(j).
Component
Certificate:
None.
Component
Interest Rate:
None.
Component
Notional Amount:
None.
Component
Principal Amount:
None.
Component
Writedown Amount:
Not
applicable.
Control:
The
meaning specified in Section 8-106 of the UCC.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Veterans
Administration.
Converted
Mortgage Loan:
None.
Convertible
Mortgage Loan:
None.
19
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv)
the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon
(or in
a form suitable for recordation).
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
With
respect to the Trustee, the principal corporate trust office at which, at
any
particular time, its corporate trust business shall be administered, which
office at the date hereof is located at (a) for purposes of presentment,
exchange and surrender of the Certificates, Xxxxx Fargo Bank, N.A., Xxxxx
Xxxxxx
xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate
Trust,
LMT 2006-9 and (b) for all other purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Service Manager,
LMT
2006-9.
Corresponding
Class:
With
respect to any class of REMIC IIA or REMIC IIB Interests, the Class of
Certificates so designated in the Preliminary Statement hereto. With respect
to
any Class of Certificates, the class or classes of Lower Tier Interests so
designated in the Preliminary Statement hereto.
Covered
Mortgage Loan:
Any
mortgage loan that is covered by a Primary Mortgage Insurance
Policy.
Credit
Score:
With
respect to any Mortgage Loan, a numerical assessment of default risk with
respect to the Mortgagor under such Mortgage Loan, determined on the basis
of a
methodology developed by Fair, Xxxxx & Co., Inc.
20
Credit
Support Depletion Date:
The
Distribution Date on which, giving effect to all distributions on such date,
the
aggregate Certificate Principal Amount of the Subordinate Certificates is
reduced to zero.
Credit
Support Percentage:
As to
any Class of Subordinate Certificates and any Distribution Date, the sum
of the
Class Percentages of all related Classes of Certificates that rank lower
in
priority than such Class.
Custodial
Agreement:
Each
custodial agreement attached as Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee substantially in the form
thereof.
Custodian:
Each
custodian appointed by the Trustee pursuant to the Custodial Agreement, and
any
successor thereto. The initial custodians shall be U.S. Bank National
Association, LaSalle Bank, National Association and Deutsche Bank National
Trust
Company.
Cut-off
Date:
December 1, 2006.
Cut-off
Date Aggregate Principal Balance:
With
respect to the Mortgage Loans in the Trust Fund on the Closing Date, the
Aggregate Principal Balance for all such Mortgage Loans as of the Cut-off
Date.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
related Mortgagor is obligated to pay on any Due Date as a result of any
proceeding under Bankruptcy law or any similar proceeding.
Deceased
Holder:
Not
applicable.
Deferred
Interest:
Not
applicable.
Deficiency
Amount:
Not
applicable.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, which valuation results from a proceeding
under Bankruptcy law or any similar proceeding.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans are
substituted therefor.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation having
its
principal place of business in New York, or its successors in
interest.
Designated
Rate:
With
respect to Collateral Group 1, 5.75%. With respect to Collateral Group
2A,
7.00%. With respect to Collateral Group 2B, 7.00%. With respect to Collateral
Group 2C, 7.00%. With respect to Collateral Group 3, 7.50%. With respect
to
Collateral Group P, 0.00%.
21
Determination
Date:
With
respect to each Distribution Date and any Servicer, as specified in the
applicable Servicing Agreement.
Discount
Mortgage Loan:
Any
Mortgage Loan with a Net Rate less than 6.00% per annum.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is delinquent in payment
for a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the applicable Servicer or the Trustee
has accepted a deed in lieu of foreclosure.
Distribution
Date:
The
25th
day of
each month, or, if such 25th
day is
not a Business Day, the next succeeding Business Day commencing in January
2007.
Distribution
Date Statement:
As
defined in Section 4.03(a) hereof.
Document
Transfer Event:
Not
applicable.
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is due
under
the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period commencing on the second day
of the
month immediately 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:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company acceptable to the Rating Agencies
or
(ii) an account or accounts the deposits in which are insured by the FDIC
to the
limits established by such corporation, provided
that any
such deposits not so insured shall be maintained in an account at a depository
institution or trust company whose commercial paper or other short term debt
obligations (or, in the case of a depository institution or trust company
which
is the principal subsidiary of a holding company, the commercial paper or
other
short term debt or deposit obligations of such holding company or depository
institution, as the case may be) have been rated by each Rating Agency in
its
highest short-term rating category, or (iii) a segregated trust account or
accounts (which shall be a “special deposit account”) maintained with the
Trustee or any other federal or state chartered depository institution or
trust
company, acting in its fiduciary capacity, in a manner acceptable to the
Trustee
and the Rating Agencies. Eligible Accounts may bear interest.
Eligible
Investments:
Any one
or more of the following obligations or securities:
22
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of
the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for
such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of
its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
Investors’ Protection Corporation jurisdiction or any commercial bank insured by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest short-term
rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest short-term credit ratings of each Rating Agency; provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the Aggregate Principal Balance and the
aggregate principal amount of all Eligible Investments in the Certificate
Account; provided,
further,
that
such securities will not be Eligible Investments if they are published as
being
under review with negative implications from any Rating Agency;
(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 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term ratings;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest
or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full
faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
23
(viii) any
other
demand, money market fund, common trust fund or time deposit or obligation,
or
interest-bearing or other security or investment (including those managed
or
advised by the Trustee or any Affiliate thereof), (A) rated in the highest
rating category by each Rating Agency rating such investment or (B) that
would
not adversely affect the then current rating by any Rating Agency of any
of the
Certificates. Such investments in this subsection (viii) may include money
market mutual funds or common trust funds, including any other fund for
which Xxxxx
Fargo Bank, N.A. (in
its commercial capacity), the Trustee,
the
Master Servicer or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian or subcustodian,
notwithstanding that (x) Xxxxx Fargo Bank, N.A. (in its commercial capacity),
the
Trustee,
the Master Servicer or an affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) Xxxxx Fargo Bank, N.A.
(in
its commercial capacity), the
Trustee,
the
Master Servicer or an affiliate thereof charges and collects fees and expenses
for services rendered pursuant to this Agreement, and (z) services performed
for
such funds and pursuant to this Agreement may converge at any time. The
Trustee or
an
affiliate thereof is specifically authorized to charge and collect from the
Trust Fund such fees as are collected from all investors in such funds for
services rendered to such funds (but not to exceed investment earnings
thereon);
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations, provided
that any
such investment will be a “permitted investment” within the meaning of Section
860G(a)(5) of the Code.
Employee
Discount Rate:
Not
applicable.
Employee
Mortgage Loan:
None.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate:
Any
Class R, Class LT-R, Class X, Class B5, Class B6 or Class B7 Certificate
or any
Certificate with a rating below the lowest applicable rating permitted
under the
Underwriter’s Exemption.
ERISA-Restricted
Trust Certificate:
Any
Class 1-A2 Certificate or Class 1-A5 Certificate.
24
Escrow
Account:
Any
account established and maintained by the applicable Servicer pursuant to
the
applicable Servicing Agreement.
Euroclear:
JPMorgan Chase Bank, Brussels office, as operator of the Euroclear
System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
Excess
Loss:
Any
Bankruptcy Loss, or portion thereof, in excess of the then-applicable Bankruptcy
Loss Limit, any Fraud Loss, or portion thereof, in excess of the then-applicable
Fraud Loss Limit, and any Special Hazard Loss, or portion thereof, in excess
of
the then-applicable Special Hazard Loss Limit.
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended.
Exchange
Act Signing Party:
Either
the Depositor or the Master Servicer, to be determined by mutual agreement
between such parties.
Exchange
Class
or Exchange
Certificates:
The Classes of Certificates identified as such, and issued under, the Exchange
Trust Agreement.
Exchangeable
Classes
or Exchangeable
Certificates:
The
Classes of Certificates identified as such, and issued under, the Exchange
Trust
Agreement.
Exchange
Trust Agreement:
The
Exchange Trust Agreement dated as of December 1, 2006, entered into by and
among
the Depositor and the Trustee for the issuance of the Exchange and Exchangeable
Certificates.
Exchange
Trustee:
Xxxxx
Fargo Bank, N.A., in its capacity as trustee under the Exchange Trust
Agreement.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
FHLMC
or Xxxxxxx Mac:
The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home
Finance
Act of 1970, as amended, or any successor thereto.
Financial
Asset:
The
meaning specified in Section 8-102(a)(9) of the UCC.
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that
clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
Fitch:
Fitch
Ratings or any successor in interest.
FNMA
or Xxxxxx Xxx:
The
Federal National Mortgage Association, a federally chartered and privately
owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
25
Form
8-K Disclosure Information:
As
defined in Section 6.20(f)(i).
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
Fraud
Loss:
Any
Realized Loss on a Liquidated Mortgage Loan sustained by reason of a default
arising from fraud, dishonesty or misrepresentation in connection with such
Liquidated Mortgage Loan, as reported by a Servicer to the Master
Servicer.
Fraud
Loss Limit:
As of
the Cut-off Date, initially, $13,511,895. The Fraud Loss Limit shall be reduced,
from time to time, by the amount of Fraud Losses allocated to the related
Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud
Loss Limit shall be reduced as follows: (a) on the first anniversary of the
Cut-off Date, to an amount equal to the lesser of (1) the Fraud Loss Limit
as of
the most recent anniversary of the Cut-off Date and (2) 2.00% of the aggregate
Scheduled Principal Balance of the Mortgage Loans, as of the most recent
anniversary of the Cut-off Date, and (b) on the second through the fifth
anniversaries of the Cut-off Date, to an amount equal to the lesser of (1)
the
Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
(2)
1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
as of
the most recent anniversary of the Cut-off Date and thereafter, to zero.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
GNMA:
The
Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within HUD.
Group
1 Percentage:
With
respect to each Distribution Date Distribution Date and the Class 1-A4
Certificates, the percentage obtained by dividing (x) the Class Principal
Amount
of the Class 1-A4 Certificates immediately prior to such date, by (y) the
aggregate Class Principal Amount of the Class 1-A2, Class 1-A4, Class 1-A10,
Class 1-A21, Class 1-A22, Class 1-A23 and Class 1-A24 Certificates.
Group
1 Priority Amount:
With
respect to each Distribution Date and the Class 1-A4 Certificates, an amount
equal to the lesser of (i) the sum of (x) the product of the Group 1 Percentage
for such date, the Shift Percentage and 34.2307310368% the Scheduled Principal
Amount for Collateral Group 1 for such date and (y) the product of the Group
1
Percentage for such date, the Shift Percentage for such date 34.2307310368%
and
the Unscheduled Principal Amount for Collateral Group 1 for such date, and
(ii)
the aggregate Class Principal Amount of the Class 1-A4
Certificates.
Group
Subordinate Amount:
With
respect to any Collateral Group (other than Collateral Group P) and any
Distribution Date, the excess of the Non-AP Pool Balance for such Collateral
Group for the immediately preceding Distribution Date over the sum of the
Class
Principal Amounts of the Non-AP Senior Certificates for such Collateral
Group
immediately prior to such Distribution Date.
26
Holder
or Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Certificate registered in the
name
of the Depositor, the Trustee, the Master Servicer, any Servicer, the Cap
Counterparty or any Affiliate thereof shall be deemed not to be outstanding
in
determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the
Trustee
shall be protected in relying upon any such consent, only Certificates which
a
Responsible Officer of the
Trustee
knows to be so owned shall be disregarded. The Trustee may request and
conclusively rely on certifications by the Depositor, the Master Servicer
and
any Servicer in determining whether any Certificates are registered to an
Affiliate of the Depositor, the Master Servicer, the Cap Counterparty or
any
Servicer. After a Section 7.01(c) Purchase Event other than in Sections 5.02(a)
through (h) and 11.03(a) and (b) herein, and, except in the case of the Class
LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09 and 5.07(c)
and
(f) herein, all references in this Agreement to “Holder” or “Certificateholder”
shall be deemed to be references to the LTURI-holder, as recorded on the
books
of the Certificate Registrar, as holder of the Lower Tier REMIC 1 Uncertificated
Regular Interests.
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of another
specified Person and any Affiliate of such other Person, (b) does not have
any
material direct financial interest in such other Person or any Affiliate
of such
other Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
Individual
Redemption Certificate:
Not
applicable.
Initial
LIBOR Rate:
5.35%.
Initial
Optional Termination Date:
As
defined in Section 7.01(b).
Insurance
Policy:
Any
Primary Mortgage Insurance Policy and any standard hazard insurance policy,
flood insurance policy, earthquake insurance policy or title insurance policy
relating to the Mortgage Loans or the Mortgaged Properties, to be in effect
as
of the Closing Date or thereafter during the term of this
Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts (i)
to cover
expenses incurred by or on behalf of a Servicer in connection with procuring
such proceeds, (ii) to be applied to restoration or repair of the related
Mortgaged Property, (iii) required to be paid over to the Mortgagor pursuant
to
law or the related Mortgage Note or (iv) to be applied toward payment of
any
Retained Interest.
Interest
Distribution Amount:
Not
applicable.
Interest
Shortfall:
With
respect to any Class of Certificates (including any interest-bearing Component
thereof but excluding the Class AP and any Class X Certificates) and any
Distribution Date, any Accrued Certificate Interest not distributed (or
added to
principal) with respect to any previous Distribution Date, other than due
to any
Net Prepayment Interest Shortfalls.
27
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notice of transfer or
equivalent instrument.
Latest
Possible Maturity Date:
With
respect to all Collateral Groups (other than Collateral Group P), the
Distribution Date in January 2037. With respect to Collateral Group P, the
Distribution Date in December 2036.
LBB:
Xxxxxx
Brothers Bank, FSB.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
With
respect to the first Accrual Period, the Initial LIBOR Rate. With respect
to
each subsequent Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Trustee on the basis of
the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
for one-month United States dollar deposits, as such rates appear on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination
Date.
If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
Telerate Page 3750 is not available on such date, the Trustee will obtain
such
rate first
from
Reuters’ “page LIBOR 01,” or if such page is not available, then from
Bloomberg’s page “BBAM”. If such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently published
Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Trustee will designate an alternative index that has
performed, or that the Trustee expects to perform, in a manner substantially
similar to the BBA’s Interest Settlement Rate. The Trustee will select a
particular index as the alternative index only if it receives an Opinion
of
Counsel, which opinion shall be an expense reimbursed from the Certificate
Account pursuant to Section 4.04, that the selection of such index will not
cause any of the REMICs to lose their classification as REMICs for federal
income tax purposes.
The
establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
of the Certificate Interest Rate applicable to the LIBOR Certificates for
the
relevant Accrual Period, in the absence of manifest error, will be final
and
binding.
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.
LIBOR
Certificate:
Any
Certificate (or Component) whose Certificate Interest Rate adjusts on the
basis
of LIBOR.
LIBOR
Component:
None.
28
LIBOR
Determination Date:
For any
LIBOR Certificate, the second LIBOR Business Day immediately preceding the
commencement of each Accrual Period other than the first Accrual
Period.
Liquidated
Mortgage Loan:
Any
Charged-off Loan or defaulted Mortgage Loan as to which the Mortgage Loan
or
related REO Property has been disposed of and as to which the Master Servicer
or
the applicable Servicer has determined that all amounts that it expects to
recover on behalf of the Trust Fund from or on account of such Mortgage Loan
have been recovered.
Liquidation
Expenses:
Expenses that are incurred by the Master Servicer or a Servicer in connection
with the liquidation of any defaulted Mortgage Loan and are not recoverable
under the applicable Primary Mortgage Insurance Policy, including, without
limitation, foreclosure and rehabilitation expenses, legal expenses and
unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or
9.22.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale or otherwise, or the sale of the related Mortgaged Property
if
the Mortgaged Property is acquired in satisfaction of the Mortgage Loan,
including any amounts remaining in the related Escrow Account, together with
an
net proceeds received on a monthly basis with respect to any properties acquired
on behalf of the Holders by foreclosure or deed in lieu of
foreclosure.
Living
Holder:
Not
applicable.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan and any date of determination, the ratio, expressed
as a percentage, of (a) of the principal balance of such Mortgage Loan on
such
date, over (b) the Original Value thereof.
London
Business Day:
Any day
on which banks are open for dealing in foreign currency and exchange in London,
England and New York City.
Lower
Tier Interest:
Any one
of the interests in a Lower Tier REMIC, as described in the Preliminary
Statement.
Lower
Tier REMIC:
REMIC
I, REMIC IIA or REMIC IIB, as described in the Preliminary
Statement.
Lower
Tier REMIC I Uncertificated Regular Interests:
Lower
Tier Interests of REMIC I constituting regular interests held in uncertificated
form.
LTURI
holder:
The
holder of Lower Tier REMIC I Uncertificated Regular Interests, which, upon
the
occurrence of a Section 7.01(c) Purchase Event, shall be the Master Servicer
or
its designee, and including any trustee in its capacity as trustee of any
privately placed securitization.
29
Maintenance:
With
respect to any Cooperative Unit, the rent or fee paid by the Mortgagor to
the
Cooperative Corporation pursuant to the Proprietary Lease.
Master
Servicer:
Aurora
Loan Services LLC, or any successor in interest, or if any successor master
servicer shall be appointed as herein provided, then such successor master
servicer.
Master
Servicing Fee:
As to
any Distribution Date, an amount equal to one-twelfth the product of (a)
the
Master Servicing Fee Rate and (b) the outstanding principal balance of each
Mortgage Loan.
Master
Servicing Fee Rate:
0.00%
per annum.
Master
Servicer Remittance Date:
With
respect to each Distribution Date, the
third
Business
Day immediately preceding such Distribution Date.
Material
Defect:
As
defined in Section 2.02(c) hereof.
MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware Corporation, or
any
successor in interest thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
has been or will be recorded in the name of MERS, as agent for the holder
from
time to time of the Mortgage Note.
Moody’s:
Xxxxx’x
Investors Service, Inc., or any successor in interest.
Mortgage:
A
mortgage, deed of trust or other instrument encumbering a fee simple interest
in
real property securing a Mortgage Note, together with improvements
thereto.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
Loan required to be delivered to the Trustee or a Custodian pursuant to this
Agreement.
Mortgage
Loan:
A
Mortgage and the related notes or other evidences of indebtedness secured
by
each such Mortgage or a manufactured housing contract conveyed, transferred,
sold, assigned to or deposited with the Trustee pursuant to Section 2.01
or
Section 2.05, including without limitation, each Mortgage Loan listed on
the
Mortgage Loan Schedule, as amended from time to time.
Mortgage
Loan Sale Agreement:
The
agreement dated as of December 1, 2006, for the sale of the Mortgage Loans
by
LBH to the Depositor.
Mortgage
Loan Schedule:
The
schedule attached hereto as Schedule A, which shall identify each Mortgage
Loan,
as such schedule may be amended from time to time to reflect the addition
of
Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
Such
schedule shall set forth, among other things, the following information
with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
(ii)
the Mortgagor’s name; (iii) the street address of the Mortgaged Property
including the city, state and zip code; (iv) the original principal amount
of
the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the monthly
payment of principal and interest at origination; (vii) the Mortgage Pool,
Collateral Group or Group to which such Mortgage Loan has been assigned,
(viii)
the Servicer of such Mortgage Loan, (ix) the term and method of calculation
of Prepayment Penalty Amounts, (x) whether such Mortgage Loan is an
Employee Mortgage Loan, and (xi) the initial Custodian for such Mortgage
Loan. The Depositor shall be responsible for providing the Trustee and
the
Master Servicer with all amendments to the Mortgage Loan Schedule.
30
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage
under a Mortgage Loan.
Mortgage
Pool:
Any of
Pool 1, Pool 2 or Pool 3.
Mortgage
Rate:
As to
any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage
Loan, as determined under the related Mortgage Note as reduced by any Relief
Act
Reductions.
Mortgaged
Property:
Either
of (x) the fee simple interest in real property, together with improvements
thereto including any exterior improvements to be completed within 120 days
of
disbursement of the related Mortgage Loan proceeds, or (y) in the case of
a
Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing
the indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor:
The
obligor on a Mortgage Note.
Negative
Amortization Certificate:
None.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds
net of
unreimbursed expenses incurred in connection with liquidation or foreclosure
and
unreimbursed Advances, Servicing Advances, Servicing Fees and Retained Interest,
if any, received and retained in connection with the liquidation of such
Mortgage Loan.
Net
Mortgage Rate or NMR:
With
respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
of
the applicable Servicing Fee Rate, the applicable Retained Interest Rate,
if
any, and, if applicable and specified on the Mortgage Loan Schedule, the
premium
rate on any lender-provided mortgage insurance. The Net Mortgage Rate of
any
Employee Mortgage Loan shall be calculated without regard to any increase
in the
Mortgage Rate thereof as a result of the related Mortgagor ceasing to be
an
employee of the Underwriter or any of its affiliates.
Net
Prepayment Interest Shortfall:
With
respect to each Collateral Group and any Distribution Date, the excess, if
any,
of any Prepayment Interest Shortfalls with respect to the Mortgage Loans
for
such date over the sum of any amounts paid by the Servicers with respect
to such
shortfalls and any amount that is required to be paid by the Master Servicer
in
respect of such shortfalls pursuant to this Agreement.
Non-AP
Pool Balance:
As to
any Collateral Group (other than Collateral Group P) and any Distribution
Date,
the sum of the related Applicable Fractions of the Scheduled Principal Balance
of each Mortgage Loan included in the applicable Collateral Group for such
Distribution Date.
31
Non-AP
Senior Certificate:
Any
Senior Certificate other than the Class AP Certificates issued with a
Certificate (or Component) Principal Balance.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
Non-permitted
Foreign Holder:
As
defined in Section 3.03(f).
Non-U.S.
Person:
Any
person other than a “United States person” within the meaning of Section
7701(a)(30) of the Code.
Notice
of Nonpayment:
Not
applicable.
Notional
Amount:
With
respect to any Notional Certificate and any Distribution Date, such
Certificate’s Percentage Interest of the Class Notional Amount of such Class of
Certificates for such Distribution Date.
Notional
Certificate:
Any
Class of Certificates issued with a Class Notional Amount (or Component issued
with a Component Notional Amount), as identified in the Class
Table.
Notional
Principal Contract Value:
$31,228.
Offering
Document:
The
private placement memorandum relating to the Privately Offered Certificates,
or
the Prospectus.
Offered
Certificates:
The
Certificates other than the Privately Offered Certificates.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, any Vice Chairman, the
President, any Vice President or any Assistant Vice President of a Person,
and
in each case delivered to the Trustee.
Opinion
of Counsel:
A
written opinion of counsel, reasonably acceptable in form and substance to
the
Trustee or the Depositor, as applicable, and who may be in-house or outside
counsel to the Depositor, the Master Servicer, the
Trustee
or a Servicer but which must be Independent outside counsel with respect
to any
such opinion of counsel concerning the transfer of any Residual Certificate
or
concerning certain matters with respect to ERISA, or the taxation, or the
federal income tax status, of each REMIC. For purpose of Section 2.01(c)(i),
the
Opinion of Counsel referred to therein may take the form of a memorandum
of law
or other acceptable assurance.
Original
Credit Support Percentage:
With
respect to each Class of Subordinate Certificates, the sum of the Class
Percentages of all Classes of Certificates that rank lower in priority
than such
Class on the Closing Date.
32
Original
Group Subordinate Amount:
The
excess of the Non-AP Pool Balance for each Collateral Group (other than
Collateral Group P) over the sum of the Class Principal Amounts of the Non-AP
Senior Certificates for such Collateral Group as of the Cut-off Date.
Original
Value:
With
respect to any Mortgage Loan, the lesser of (a) the Appraised Value of a
Mortgaged Property at the time the related Mortgage Loan was originated and
(b)
if the Mortgage Loan was made to finance the acquisition of the related
Mortgaged Property, the purchase price paid for the Mortgaged Property by
the
Mortgagor at the time the related Mortgage Loan was originated.
Originator:
The
entity that originated a Mortgage Loan.
PAC
Certificate:
Any of
the Class 1-A1, Class 1-A3, Class 1-A14 and Class 1-A15
Certificates.
PAC
Principal Amount:
As to
each Class of PAC Certificates and each Distribution Date, the amount necessary
to reduce the Class Principal Balance of such Class to its scheduled balance
as
set forth on PAC Principal Amount Schedule for such date.
PAC
Principal Amount Schedule:
For the
PAC Certificates, the table of scheduled balances for such Certificates for
each
Distribution Date, as set forth in Exhibit U.
Paying
Agent:
Any
paying agent appointed pursuant to Section 3.08.
Percentage
Interest:
With
respect to any Certificate and the related Class, such Certificate’s percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than a Notional Certificate, the Percentage
Interest evidenced thereby shall equal the initial Certificate Principal
Amount
(or Component Notional Amount) thereof divided by the initial Class Principal
Amount (or Component Notional Amount) of all Certificates of the same Class.
With respect to any Notional Certificate, the Percentage Interest evidenced
thereby shall equal the initial Class Notional Amount divided by the initial
Class Notional Amount of all Certificates of the same Class. With respect
to the
Class X, Class R and Class LT-R Certificates, the Percentage Interest evidenced
thereby shall be as specified on the face thereof, or otherwise be equal
to
100%.
Permitted
Servicing Amendment:
Any
amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii)
hereunder
in connection with any servicing transfer or transfer of any servicing
rights.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Placement
Agent:
Xxxxxx
Brothers Inc.
Plan
Asset Regulations:
The
Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.
33
Plan:
An
employee benefit plan or other retirement arrangement which is subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include such plan's or arrangement's assets by reason of
their
investment in the entity.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 1.
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 2.
Pool
3:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 3.
Preference
Amount:
Not
applicable.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date and any Principal Prepayment, the difference
between (i) one full month’s interest at the applicable Mortgage Rate (after
giving effect to any applicable Relief Act Reduction), as reduced by the
applicable Servicing Fee Rate, the Master Servicing Fee Rate and the applicable
Retained Interest Rate, if any, on the outstanding principal balance of such
Mortgage Loan immediately prior to such prepayment and (ii) the amount of
interest actually received with respect to such Mortgage Loan in connection
with
such Principal Prepayment.
Prepayment
Penalty Amounts:
With
respect to any Distribution Date, all premiums or charges paid by the obligors
under the related Mortgage Notes due to Principal Prepayments collected by
the
Servicers during the immediately preceding Prepayment Period and required
to be
remitted to the Trust.
Prepayment
Period:
With
respect to any Distribution Date the period specified as such in the related
Servicing Agreement.
Primary
Mortgage Insurance Policy:
Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
evidenced by a policy or certificate.
Principal
Prepayment:
Any
Mortgagor payment of principal (other than a Balloon Payment) or other
recovery
of principal on a Mortgage Loan that is recognized as having been received
or
recovered in advance of its scheduled Due Date and applied to reduce the
principal balance of the Mortgage Loan in accordance with the terms of
the
Mortgage Note or the related Servicing Agreement.
Privately
Offered Certificates:
The
Class X, Class B5, Class B6 and Class B7 Certificates.
Proceeding:
Any
suit in equity, action at law or other judicial or administrative
proceeding.
Proprietary
Lease:
With
respect to any Cooperative Unit, a lease or occupancy agreement between
a
Cooperative Corporation and a holder of related Cooperative Shares.
34
Prospectus:
The
prospectus supplement dated December 28, 2006, together with the accompanying
prospectus dated November 13, 2006, relating to the Offered
Certificates.
Purchase
Price:
With
respect to the repurchase of a Mortgage Loan pursuant to this Agreement,
an
amount equal to the sum of (a) 100% of the unpaid principal balance of such
Mortgage Loan, (b) accrued interest thereon at the Mortgage Rate, from the
date
as to which interest was last paid to (but not including) the Due Date
immediately preceding the related Distribution Date, (c)
any
costs
and damages incurred by the Trust Fund with respect to such Mortgage Loan
in
connection with any violation of any federal, state or local predatory or
abusive lending laws or other similar laws and (d) any unreimbursed Servicing
Advances with respect to such Mortgage Loan. The Master Servicer or the
applicable Servicer (or the Trustee, if applicable) shall be reimbursed from
the
Purchase Price for any Mortgage Loan or related REO Property for any Advances
made with respect to such Mortgage Loan that are reimbursable to the Master
Servicer, such Servicer or the Trustee under this Agreement or the related
Servicing Agreement, as well as any unreimbursed Servicing Advances and accrued
and unpaid Master Servicing Fees or Servicing Fees, as applicable.
QIB:
As
defined in Section 3.03(c).
Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Collection Account or the Certificate Account and insuring a
minimum, fixed or floating rate of return on investments of such funds, which
contract or surety bond shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability
is
rated by each Rating Agency in one of its two highest rating categories,
and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Trustee may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under
such
guaranteed investment contract is such that continued investment pursuant
to
such contract of funds would result in a downgrading of any rating of the
Certificates, the Trustee shall terminate such contract without penalty
and be
entitled to the return of all funds previously invested thereunder, together
with accrued interest thereon at the interest rate provided under such
contract
to the date of delivery of such funds to the Trustee;
(d) provide
that the Trustee’s interest therein shall be transferable to any successor
trustee hereunder; and
(e) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Collection Account or the Certificate Account, as the case may be,
not
later than the Business Day prior to any Distribution Date.
35
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the related Mortgaged Properties are located, duly authorized and licensed
in
such states to transact the applicable insurance business and to write the
insurance provided and whose claims paying ability is rated by each Rating
Agency in its highest rating category or whose selection as an insurer will
not
adversely affect the rating of the Certificates.
Qualifying
Substitute Mortgage Loan:
In the
case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
Loan
that, on the date of substitution, (i) has a Scheduled Principal Balance
(together with that of any other mortgage loan substituted for the same
Deleted
Mortgage Loan) as of the Due Date in the month in which such substitution
occurs
not in excess of the Scheduled Principal Balance of the related Deleted
Mortgage
Loan; provided,
however,
that,
to the extent that the Scheduled Principal Balance of such Mortgage Loan
is less
than the Scheduled Principal Balance of the related Deleted Mortgage
Loan, then
a Substitution Amount shall be paid by the party effecting such substitution
to
the Trustee for deposit into the Certificate Account, and shall be treated
as a
Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower
than the
Net Mortgage Rate of the related Deleted Mortgage Loan and a Net Mortgage
Rate
within the Net Mortgage Rate parameters of the related Subgroup; (iii)
has a
remaining stated term to maturity not more than eighteen months longer
than, and
not more than eighteen months shorter than, the remaining term to stated
maturity of the related Deleted Mortgage Loan; provided,
however,
in no
case shall such substitute Mortgage Loan have a remaining stated term
to
maturity later than the Final Scheduled Distribution Date; (iv) (A) has
a
Loan-to-Value Ratio as of the date of such substitution of not greater
than 80%;
provided,
however,
that if
the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater
than 80%
as of the date of substitution, then the Loan-to-Value Ratio of such
substitute
Mortgage Loan may be greater than 80% but shall not be greater than the
Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the
addition of
such substitute Mortgage Loan does not increase the weighted average
Loan-to-Value Ratio, as of the date of substitution of the Mortgage Pool
by more
than 5%; (v) will comply with all of the representations and warranties
relating
to Mortgage Loans set forth herein, as of the date as of which such substitution
occurs; (vi) is not a Cooperative Loan unless the related Deleted Mortgage
Loan
was a Cooperative Loan; (vii) if applicable, has the same index as and
a margin
not less than that of the related Deleted Mortgage Loan; (viii) has not
been
delinquent for a period of more than 30 days more than once in the twelve
months
immediately preceding such date of substitution; (ix) is covered by a
Primary
Mortgage Insurance Policy if the related Deleted Mortgage Loan is so
covered,
and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%;
and (x)
has a Credit Score not greater than 20 points lower than the Credit Score
of the
related Deleted Mortgage Loan; provided,
however,
that if
the Deleted Mortgage Loan does not have a Credit Score, then such substitute
Mortgage Loan shall have a Credit Score equal to or greater than 700.
In the
event that either one mortgage loan is substituted for more than one
Deleted
Mortgage Loan or more than one mortgage loan is substituted for one or
more
Deleted Mortgage Loans, then (a) the Scheduled Principal Balance referred
to in
clause (i) above shall be determined such that the aggregate Scheduled
Principal
Balance of all such substitute Mortgage Loans shall not exceed the aggregate
Scheduled Principal Balance of all Deleted Mortgage Loans and (b) each
of (1)
the rate referred to in clause (ii) above, (2) the remaining term to
stated
maturity referred to in clause (iii) above, (3) the Loan-to-Value Ratio
referred
to in clause (iv) above and (4) the Credit Score referred to in clause
(x) above
shall be determined on a weighted average basis, provided
that the
final scheduled maturity date of any Qualifying Substitute Mortgage Loan
shall
not exceed the Final Scheduled Distribution Date of any Class of Certificates.
Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted
Mortgage Loan pursuant to this Agreement, the party effecting such substitution
shall certify such qualification in writing to the Trustee. Notwithstanding
any
provision herein to the contrary, a Qualifying Substitute Mortgage Loan
shall be
deemed to have the same Applicable Fraction as that of the Deleted Mortgage
Loan
for which it was substituted.
36
Rating
Agency:
Each of
Fitch, Xxxxx’x and S&P.
Realized
Loss:
(a)
With respect to each Liquidated Mortgage Loan, an amount equal to (i) the
unpaid
principal balance of such Mortgage Loan as of the date of liquidation,
plus
(ii) interest at the applicable Net Mortgage Rate from the date as to which
interest was last paid up to the last day of the month of such liquidation,
minus (iii) Liquidation Proceeds received, net of amounts that are reimbursable
to the Master Servicer or the applicable Servicer with respect to such
Mortgage
Loan (other than Advances of principal and interest) including expenses
of
liquidation, and (b) with respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, the difference between the unpaid principal
balance of such Mortgage Loan immediately prior to such Deficient Valuation
and
the unpaid principal balance of such Mortgage Loan as reduced by the Deficient
Valuation. In determining whether a Realized Loss on a Liquidated Mortgage
Loan
is a Realized Loss of interest or principal, Liquidation Proceeds shall
be
allocated, first, to payment of expenses related to such Liquidated Mortgage
Loan (including payment of any Retained Interest), then to accrued unpaid
interest and finally to reduce the principal balance of the Mortgage
Loan.
Recognition
Agreement:
With
respect to any Cooperative Loan, an agreement between the related Cooperative
Corporation and the originator of such Mortgage Loan to establish the rights
of
such originator in the related Cooperative Property.
Record
Date:
With
respect to any Distribution Date and each Class of Certificates (other
than the
LIBOR Certificates), the close of business on the last Business Day of
the month
immediately preceding the month in which such Distribution Date occurs;
and with
respect to any Distribution Date and the LIBOR Certificates, the Business
Day
immediately preceding the related Distribution Date.
Redemption
Certificate:
None.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Regulation
S:
Regulation S promulgated under the Securities Act or any successor provision
thereto, in each case as the same may be amended from time to time; and
all
references to any rule, section or subsection of, or definition or term
contained in, Regulation S means such rule, section, subsection, definition
or
term, as the case may be, or any successor thereto, in each case as the
same may
be amended from time to time.
37
Regulation
S Global Security:
The
meaning specified in Section 3.01(c).
Reimbursement
Amount:
Not
applicable.
Released
Mortgage Loan:
As of
any transfer date as set forth in the related Servicing Agreement, any
Mortgage
Loan other than a Covered Mortgage Loan that was delinquent in payment
for a
period of time equal to the later to occur of (i) 210 days or more or (ii)
30
days or more after such Mortgage Loan became a Charged-off Loan, in each
case as
of the last calendar day of the month immediately proceeding the month
in which
such transfer date occurs, without giving effect to any grace period permitted
by the related Mortgage Note, and for which foreclosure proceedings have
not
been initiated.
Released
Mortgage Transferee:
The
Master Servicer.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party, as set forth on Exhibit Q
attached
hereto. Multiple parties can have responsibility for the same Relevant
Servicing
Criteria. With respect to a Servicing Function Participant engaged by the
Master
Servicer, the Paying Agent, the Trustee, each Custodian or a Servicer,
the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
Criteria applicable to such parties.
Relevant
UCC:
The
Uniform Commercial Code as in effect in the applicable
jurisdiction.
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in
the
amount of interest collectible thereon as a result of application of the
Servicemembers Civil Relief Act, as amended, or any similar state law or
local
statute, any amount by which interest collectible on such Mortgage Loan
for the
Due Date in the related Due Period is less than interest accrued thereon
for the
applicable one-month period at the Mortgage Rate without giving effect
to such
reduction.
REMIC:
Each of
REMIC I, REMIC IIA, REMIC IIB and REMIC III, as described in the Preliminary
Statement hereto.
REMIC
Provisions:
The
provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 86OG of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO
Property:
A
Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan
or
otherwise treated as having been acquired pursuant to the REMIC
Provisions.
Reportable
Event:
As
defined in Section 6.20(f)(i).
Reporting
Servicer:
As
defined in Section 6.20(e)(i).
Residual
Certificate:
Any
Class LT-R or Class R Certificate.
38
Responsible
Officer or responsible officer:
When
used with respect to the Trustee, any Vice President, Assistant Vice President,
the Secretary, any assistant secretary, any Trust Officer, the Treasurer,
or any
assistant treasurer, working in its Corporate Trust Office and having direct
responsibility for the administration of this Agreement.
Restricted
Certificate:
Any
Class B5, Class B6, Class B7 or Class X Certificate and any Restricted
Global
Security.
Restricted
Global Security:
The
meaning specified in Section 3.01(c).
Retained
Interest:
Not
applicable.
Retained
Interest Mortgage Loan:
Not
applicable.
Retained
Interest Holder:
Not
applicable.
Retained
Interest Rate:
Not
applicable.
Retained
Mortgage File:
Not
applicable.
Retired
Subordinate Class:
Any of
the Class B4, Class B5, Class B6 and Class B7 Certificates, following the
date
on which such Class’s Class Principal Amount has been reduced to zero.
Rules:
As
defined in Section 6.20(c).
S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor in interest.
Sarbanes
Oxley Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
A
written certification covering the activities of all Servicing Function
Participants and signed by an officer of the Exchange Act Signing Party
that
complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time
to
time.
Scheduled
Certificate:
None.
Scheduled
Component:
None.
Scheduled
Payment:
Each
scheduled payment of principal and interest (or of interest only, if applicable)
to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
otherwise specified herein) by the amount of any related Debt Service Reduction
(excluding all amounts of principal and interest that were due on or before
the
Cut-off Date whenever received) and, in the case of an REO Property, an
amount
equal to the Scheduled Payment that would have been due on the related
Mortgage
Loan if such Mortgage Loan had remained in existence. In the case of any
bi-weekly payment Mortgage Loan, all payments due on such Mortgage Loan
during
any Due Period shall be deemed collectively to constitute the Scheduled
Payment
due on such Mortgage Loan in such Due Period.
39
Scheduled
Principal Amount:
With
respect to each Distribution Date and any Collateral Group, the amount
described
in clause (i) of the definition of Senior Principal Distribution Amount
with
respect to such Collateral Group.
Scheduled
Principal Balance:
With
respect to (i) any Mortgage Loan as of any Distribution Date, the principal
balance of such Mortgage Loan at the close of business on the Cut-off Date,
after giving effect to principal payments due on or before the Cut-off
Date,
whether or not received, less an amount equal to principal payments due
after
the Cut-off Date and on or before the Due Date in the related Due Period,
whether or not received from the Mortgagor or advanced by the applicable
Servicer or the Master Servicer, and all amounts allocable to unscheduled
principal payments (including Principal Prepayments, Net Liquidation Proceeds,
Insurance Proceeds and condemnation proceeds, in each case to the extent
identified and applied prior to or during the applicable Prepayment Period)
and
(ii) any REO Property as of any Distribution Date, the Scheduled Principal
Balance of the related Mortgage Loan on the Due Date immediately preceding
the
date of acquisition of such REO Property by or on behalf of the Trustee
(reduced
by any amount applied as a reduction of principal on the Mortgage Loan).
With
respect to a Liquidated Mortgage Loan, the Scheduled Principal Balance
will
equal zero. With respect to any Mortgage Loan as of the Cut-off Date, as
specified in the Mortgage Loan Schedule.
Section
7.01(c) Purchase Event:
The
purchase of all the Lower Tier REMIC 1 Uncertificated Regular
Interests.
Securities
Act:
The
Securities Act of 1933, as amended.
Security
Agreement:
With
respect to any Cooperative Loan, the agreement between the owner of the
related
Cooperative Shares and the originator of the related Mortgage Note that
defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Seller:
LBH or
any successor in interest, as the context may require.
Senior
Certificate:
Any
Certificate (including any Exchangeable or Exchange Certificate) other
than a
Subordinate Certificate or a Class X or Class LT-R Certificate.
Senior
Percentage:
With
respect to each Collateral Group (other than Collateral Group P) and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is the sum of the Class Principal Amounts of each Class of Non-AP
Senior
Certificates for the such Collateral Group immediately prior to such
Distribution Date, to the extent that such Classes are outstanding on such
date,
and the denominator of which is the related Non-AP Pool Balance as of the
beginning of the related Due Period.
Senior
Prepayment Percentage:
With
respect to each Collateral Group (other than Collateral Group P) and any
Distribution Date occurring during the five years beginning on the first
Distribution Date, 100%. With respect to each Collateral Group and for
any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date, the related Senior Percentage plus the following percentage
of the related Subordinate Percentage for such Distribution Date: for any
Distribution Date in the first year thereafter, 70%; for any Distribution
Date
in the second year thereafter, 60%; for any Distribution Date in the third
year
thereafter, 40%; for any Distribution Date in the fourth year thereafter,
20%;
and for any subsequent Distribution Date, 0%; provided,
however,
that if
on any of the foregoing Distribution Dates the Senior Percentage for a
Collateral Group exceeds the initial Senior Percentage for such Collateral
Group, the Senior Prepayment Percentage for each Collateral Group for such
Distribution Date shall once again equal 100% for such Distribution
Date.
40
Notwithstanding
the foregoing, no decrease in the Senior Prepayment Percentage for any
Collateral Group below the level in effect for the most recent prior period
set
forth in the paragraph above shall be effective on any Distribution Date
if, as
of the first Distribution Date as to which any such decrease applies, (i)
the
average outstanding principal balance on such Distribution Date and for
the
preceding five Distribution Dates of all Mortgage Loans that were delinquent
60
days or more (including for this purpose any REO Property or Mortgage Loans
in
foreclosure or bankruptcy and Mortgage Loans with respect to which the
related
Mortgaged Property has been acquired by the Trust Fund if the related Mortgage
Loan had remained in existence) is greater than or equal to 50% of the
sum of
the Group Subordinate Amounts, immediately prior to such Distribution Date
or
(ii) cumulative Realized Losses with respect to all the Mortgage Loans
exceed (a) with respect to the Distribution Date on or after the fifth
anniversary but prior to the sixth anniversary of the first Distribution
Date,
30% of the Original Group Subordinate Amount, (b) with respect to the
Distribution Date on or after the sixth anniversary but prior to the seventh
anniversary of the first Distribution Date, 35% of the Original Group
Subordinate Amount, (c) with respect to the Distribution Date on or after
the
seventh anniversary but prior to the eighth anniversary of the first
Distribution Date, 40% of the Original Group Subordinate Amount, (d) with
respect to the Distribution Date on or after the eighth anniversary but
prior to
the ninth anniversary of the first Distribution Date, 45% of the Original
Group
Subordinate Amount and (e) with respect to the Distribution Date on or
after the
ninth anniversary of the first Distribution Date or thereafter, 50% of
the
Original Group Subordinate Amount.
After
the
Class Principal Amount of each Class of Senior Certificates for a Collateral
Group has been reduced to zero, the Senior Prepayment Percentage for such
Collateral Group shall be 0%.
Senior
Principal Distribution Amount:
For any
Collateral Group (other than Collateral Group P) and any Distribution Date,
the
sum of the following amounts:
(i) the
product of (a) the related Senior Percentage for such date and (b) the
principal
portion (multiplied by the related Applicable Fraction) of each Scheduled
Payment (without giving effect to any Debt Service Reduction occurring
prior to
the Bankruptcy Coverage Termination Date), on each Mortgage Loan in the
related
Collateral Group due during the related Due Period;
(ii) the
product of (a) the related Senior Prepayment Percentage for such date and
(b)
each of the following amounts (multiplied by the related Applicable Fraction):
(1) each Principal Prepayment on the Mortgage Loans in the related Collateral
Group collected during the related Prepayment Period, (2) each other unscheduled
collection, including any Subsequent Recovery, Insurance Proceeds and Net
Liquidation Proceeds (other than with respect to any Mortgage Loan in the
related Collateral Group that was finally liquidated during the related
Prepayment Period) representing or allocable to recoveries of principal
received
during the related Prepayment Period, and (3) the principal portion of
all
proceeds of the purchase of any Mortgage Loan in the related Collateral
Group
(or, in the case of a permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related Prepayment
Period;
41
(iii) with
respect to unscheduled recoveries allocable to principal of any Mortgage
Loan in
the related Collateral Group that was finally liquidated during the related
Prepayment Period, the lesser of (a) the related net Liquidation Proceeds
allocable to principal (multiplied by the related Applicable Fraction)
and (b)
the product of the related Senior Prepayment Percentage for such date and
the
Scheduled Principal Balance (multiplied by the related Applicable Fraction)
of
such related Mortgage Loan at the time of liquidation; and
(iv) any
amounts described in clauses (i) through (iii) for any previous Distribution
Date that remain unpaid.
If
on any
Distribution Date the Class Principal Amount of the Class or Classes of
Non-AP
Senior Certificates related to any Collateral Group have been reduced to
zero,
the Senior Principal Distribution Amount for such Class or Classes of Non-AP
Senior Certificates for such date (following such reduction) and each subsequent
Distribution Date shall be zero.
Senior
Principal Priorities:
The
priorities for distribution of principal to the Senior Certificates as
set forth
in Exhibit O.
Servicer: Any
Servicer that has entered into any of the Servicing Agreements identified
on
Exhibit E hereto, or any successors in interest. The initial Servicers
shall be
Aurora Loan Services LLC, IndyMac Bank, F.S.B., Countrywide Home Loans
Servicing
LP and Colonial Savings, F.A.
Servicer
Remittance Date:
The day
in each month on which each Servicer is required to remit payments to the
account maintained by the Master Servicer, as specified in the related
Servicing
Agreement, which is the 18th day of each month (or if such 18th day is
not a
Business Day, the next succeeding Business Day).
Service(s)(ing):
In
accordance with Regulation AB, the act of managing or collecting payments
on the
Mortgage Loans or any other assets of the Trust Fund by an entity that
meets the
definition of “servicer” set forth in Item 1101 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall
have the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
42
Servicing
Advances:
Expenditures incurred by a Servicer in connection with the liquidation
or
foreclosure of a Mortgage Loan which are eligible for reimbursement under
the
related Servicing Agreement.
Servicing
Agreement:
Each
servicing agreement or reconstituted servicing agreement between each Servicer
and the Seller and acknowledged by the Trustee dated as of December 1,
2006,
identified on Exhibit E hereto, and any other servicing agreement entered
into
between a successor servicer and the Seller or the Trustee pursuant to
the terms
hereof.
Servicing
Criteria:
The
criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may
be amended from time to time.
Servicing
Fee:
As to
any Distribution Date and each Mortgage Loan, an amount equal to the product
of
(a) one-twelfth of the Servicing Fee Rate and (b) the outstanding principal
balance of such Mortgage Loan as of the first day of the month preceding
the
month of such Distribution Date.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, the rate specified in the applicable Servicing
Agreement.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than a Servicer,
each
Custodian, the Master Servicer, the Paying Agent and the Trustee, that
is
participating in the servicing function within the meaning of Regulation
AB,
unless such Person’s activities relate only to 5% or less of the Mortgage
Loans.
Servicing
Officer:
Any
officer of the Master Servicer involved in or responsible for the administration
and servicing or master servicing of the Mortgage Loans whose name appears
on a
list of servicing officers furnished by the Master Servicer to the Trustee
and
the Custodian, as such list may from time to time be amended.
Shift
Percentage:
With
respect to each Distribution Date occurring during the five years beginning
on
the first Distribution Date, 0%. With respect to each Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date,
the
following percentage for such Distribution Date; for any Distribution Date
in
the first year thereafter, 30%; for any Distribution Date in the second
year
thereafter, 40%; for any Distribution Date in the third year thereafter,
60%;
for any Distribution Date in the fourth year thereafter, 80%; and for any
subsequent Distribution Date, 100%.
Special
Hazard Loss:
With
respect to the Mortgage Loans, (x) any Realized Loss arising out of any
direct
physical loss or damage to a Mortgaged Property which is caused by or results
from any cause, exclusive of any loss covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged
Property
and any loss caused by or resulting from (i) normal wear and tear, (ii)
conversion or other dishonest act on the part of the Trustee, the Master
Servicer, any Servicer or any of their agents or employees, or (iii) errors
in
design, faulty workmanship or faulty materials, unless the collapse of
the
property or a part thereof ensues, or (y) any Realized Loss arising from
or
related to the presence or suspected presence of hazardous wastes, or hazardous
substances on a Mortgaged Property unless such loss is covered by a hazard
policy or flood insurance policy required to be maintained in respect of
such
Mortgaged Property, in any case, as reported by any Servicer to the Master
Servicer.
43
Special
Hazard Loss Limit:
As of
the Cut-off Date, initially, $6,314,455, which amount shall be reduced
from time
to time to an amount equal on any Distribution Date to the lesser of (a)
the
greatest of (i) 1.00% of the aggregate of the Scheduled Principal Balances
of
the Mortgage Loans; (ii) twice the Scheduled Principal Balance of the Mortgage
Loan having the highest Scheduled Principal Balance, and (iii) the aggregate
Scheduled Principal Balances of the Mortgage Loans secured by Mortgaged
Properties located in the single California postal zip code area having
the
highest aggregate Scheduled Principal Balance of Mortgage Loans of any
such
postal zip code area and (b) the Special Hazard Loss Limit as of the Closing
Date less the amount, if any, of Special Hazard Losses incurred with respect
to
the Mortgage Loans since the Closing Date.
Specified
Rating:
Not
applicable.
Startup
Day:
The day
designated as such pursuant to Section 10.01(b) hereof.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of the Mortgage Loans but performs one
or
more discrete material functions required to be performed under this Agreement,
each Custodial Agreement, each Servicing Agreement or any subservicing
agreement, as identified in Item 1122(d) of Regulation AB with respect
to the
Mortgage Loans under the direction or authority of the Trustee,
the Master Servicer, a Custodian or a Servicer.
Subgroups:
Each of
the subgroupings of Mortgage Loans described below:
“Subgroup
1-A”:
The
Mortgage Loans in Pool 1 with Net Mortgage Rates of less than
5.75%.
“Subgroup
1-B”:
The
Mortgage Loans in Pool 1 with Net Mortgage Loans of greater than or equal
to
5.75% but less than 7.00%.
“Subgroup
1-C”:
The
Mortgage Loans in Pool 1 with Mortgage Rates of greater than or equal to
7.00%
but less than 7.50%.
“Subgroup
1-D”:
The
Mortgage Loans in Pool 1 with Net Mortgage Rates greater than or equal
to 7.50%.
“Subgroup
2-A”:
The
Mortgage Loans in Pool 2 with Net Mortgage Rates of less than
5.75%.
“Subgroup
2-B”:
The
Mortgage Loans in Pool 2 with Net Mortgage Loans of greater than or equal
to
5.75% but less than 7.00%.
“Subgroup
2-C”:
The
Mortgage Loans in Pool 2 with Mortgage Rates of greater than or equal to
7.00%
but less than 7.50%.
44
“Subgroup
2-D”:
The
Mortgage Loans in Pool 2 with Net Mortgage Rates greater than or equal
to 7.50%.
“Subgroup
3-A”:
The
Mortgage Loans in Pool 3 with Net Mortgage Rates of less than
5.75%.
“Subgroup
3-B”:
The
Mortgage Loans in Pool 3 with Net Mortgage Loans of greater than or equal
to
5.75% but less than 7.00%.
“Subgroup
3-C”:
The
Mortgage Loans in Pool 3 with Mortgage Rates of greater than or equal to
7.00%
but less than 7.50%.
“Subgroup
3-D”:
The
Mortgage Loans in Pool 3 with Net Mortgage Rates greater than or equal
to 7.50%.
Subordinate
Allocation Percentage:
For
each Distribution Date and each of the Class B4, Class B5, Class B6 and
Class B7
Certificates shall equal 12.5031741823%, 29.1652711390%, 33.0000000000%
and
24.9941578358%, respectively.
Subordinate
Certificates:
Any of
the Class M-1A, Class M-1B, Class B1, Class B2, Class B3, Class B4, Class
B5,
Class B6 or Class B7 Certificates.
Subordinate
Certificate Writedown Amount:
As to
any Distribution Date, the amount by which (i) the sum of the Class Principal
Amounts of the Senior Certificates (after giving effect to the distribution
of
principal and the application of Realized Losses in reduction of the Certificate
Principal Amounts of such Certificates on such Distribution Date) exceeds
(ii)
the aggregate Scheduled Principal Balance of the Mortgage Loans such
Distribution Date.
Subordinate
Class Percentage:
With
respect to any Distribution Date and any Class of Subordinate Certificates
(or
Classes of Certificates, in the case of the Class M-1A and Class M-1B
Certificates), the percentage obtained by dividing the Class Principal
Amount of
such Class (or such Classes) immediately prior to such Distribution Date
by the
aggregate Certificate Principal Amount of all Subordinate Certificates
immediately prior to such Distribution Date.
Subordinate
Percentage:
With
respect to each Collateral Group (other than Collateral Group P) and any
Distribution Date, the difference between 100% and the related Senior Percentage
for such Distribution Date.
Subordinate
Prepayment Percentage:
With
respect to each Collateral Group (other than Collateral Group P) and any
Distribution Date, the difference between 100% and the related Senior Prepayment
Percentage for such Distribution Date.
Subordinate
Principal Distribution Amount:
For any
Collateral Group (other than Collateral Group P) and any Distribution Date,
the
sum of the following:
(i) the
product of (a) the related Subordinate Percentage for such date and (b)
the
principal portion (multiplied by the related Applicable Fraction) of each
Scheduled Payment (without giving effect to any Debt Service Reduction
occurring
prior to the applicable Bankruptcy Coverage Termination Date) on each Mortgage
Loan in the related Collateral Group due during the related Due
Period;
45
(ii) the
product of (a) the related Subordinate Prepayment Percentage for such date
and
(b) each of the following amounts (multiplied by the related Applicable
Fraction): (1) each Principal Prepayment on the Mortgage Loans in the related
Collateral Group collected during the related Prepayment Period, (2) each
other
unscheduled collection, including any Subsequent Recovery, Insurance Proceeds
and Net Liquidation Proceeds (other than with respect to any Mortgage Loan
in
the related Collateral Group that was finally liquidated during the related
Prepayment Period) representing or allocable to recoveries of principal
received
during the related Prepayment Period, and (3) the principal portion of
all
proceeds of the purchase of any Mortgage Loan in the related Collateral
Group
(or, in the case of a permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related Prepayment
Period;
(iii) with
respect to unscheduled recoveries allocable to principal of any Mortgage
Loan in
the related Collateral Group that was finally liquidated during the related
Prepayment Period, the related net Liquidation Proceeds allocable to principal
(multiplied by the related Applicable Fraction) less any related amount
paid
pursuant to subsection (iii) of the definition of Senior Principal Distribution
Amount for the related Mortgage Pool; and
(iv) any
amounts described in clauses (i) through (iii) for any previous Distribution
Date that remain unpaid.
Subsequent
Recovery:
The
amount, if any, recovered by the related Servicer or the Master Servicer
with
respect to a Liquidated Mortgage Loan with respect to which a Realized
Loss has
been incurred after liquidation and disposition of such Mortgage
Loan.
Subservicer:
Any
Person that (i) is considered to be a Servicing Function Participant, (ii)
services Mortgage Loans on behalf of any Servicer or Additional Servicer,
and
(iii) is responsible for the performance (whether directly or through
subservicers or Subcontractors) of Servicing functions required to be performed
under this Agreement, any related Servicing Agreement or any subservicing
agreement that are identified in Item 1122(d) of Regulation AB.
Substitution
Amount:
The
amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
Loan exceeds the Scheduled Principal Balance of the related Qualifying
Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
applicable, plus
unpaid
interest thereon at the applicable Net Mortgage Rate from the date on which
interest was first paid through the end of the Due Period in which such
substitution occurs, and any related unpaid Advances or Servicing Advances
or
unpaid Servicing Fees, and the amount of any costs and damages incurred
by the
Trustee or the Trust Fund associated with a violation of any applicable
federal,
state or local predatory or abusive lending law in connection with the
origination of such Deleted Mortgage Loan.
46
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 5.07 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Class 1-A2
and Class 1-A5 Cap Agreements.
TAC
Certificate:
Any of
the Class 1-A5 Certificates.
TAC
Principal Amount:
As to
each Class of TAC Certificates and each Distribution Date, the amount necessary
to reduce the Class Principal Balance of such Class to its scheduled balance
as
set forth on the TAC Principal Amount Schedule for such date.
TAC
Principal Amount Schedule:
For the
TAC Certificates, the table of scheduled balances for such Certificates
for each
Distribution Date, as set forth in Exhibit U.
Tax
Matters Person:
The
“tax matters person” as specified in the REMIC Provisions.
Telerate
Page 3750:
The
display currently so designated as “Page 3750” on the Reuters Telerate Service
(or such other page selected by the Trustee as may replace Page 3750 on
that
service for the purpose of displaying daily comparable rates on
prices).
Termination
Price:
As
defined in Section 7.01 hereof.
Title
Insurance Policy:
A title
insurance policy maintained with respect to a Mortgage Loan.
Transfer
Agreement:
As
defined in the Mortgage Loan Sale Agreement.
Transferor:
Each
seller of Mortgage Loans to LBB or the Seller pursuant to a Transfer
Agreement.
Trust
Fund:
The
corpus of the Xxxxxx Mortgage Trust 2006-9 created pursuant to this Agreement,
consisting of the Mortgage Loans (other than any Retained Interest), the
assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement,
such amounts as shall from time to time be held in the Collection Account,
the
Certificate Account, any Escrow Account, the Insurance Policies, any REO
Property and the other items referred to in, and conveyed to the Trustee
under,
Section 2.01(a).
Trust
Fund Termination Event:
As
defined in Section 7.01(a).
Trustee:
Xxxxx
Fargo Bank, N.A., not in its individual capacity but solely as Trustee,
or any
successor in interest, or if any successor trustee or any co-trustee shall
be
appointed as herein provided, then such successor trustee and such co-trustee,
as the case may be.
UCC:
The
Uniform Commercial Code as adopted in the State of New York.
Undercollateralization
Distribution:
As
defined in Section 5.02(i).
Undercollateralized
Class or Classes:
With
respect to any Distribution Date and any Class of Non-AP Senior Certificates
relating to a Collateral Group as to which the total Certificate Principal
Amount thereof, after giving effect to distributions pursuant to Sections
5.02(a) and (b) on such date, is greater than the Non-AP Pool Balance of
the
related Collateral Group for such Distribution Date, in the case of the
Senior
Certificates (other than the Notional Certificates).
47
Underlying
REMIC Certificates:
The
following Classes of Certificates, issued hereunder in uncertificated form
to
the Exchange Trustee: Class 1-A1, Class 1-A3, Class 1-A7, Class 1-A8, Class
1-A14, Class 1-A15, Class 1-A21, Class 1-A22, Class 1-A23, Class 1-A24,
Class
2-A2, Class 2-A3, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9, Class
2-A10
and Class 2-A11.
Underwriter:
Xxxxxx
Brothers Inc.
Underwriter’s
Exemption:
Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or any substantially similar administrative
exemption granted by the U.S. Department of Labor.
Unpaid
Basis Risk Shortfall:
With
respect to any Distribution Date and each of the Class 1-A2 and Class 1-A5
Certificates, the aggregate of all Basis Risk Shortfalls with respect to
such
Class remaining unpaid from previous Distribution Dates, plus interest
accrued
thereon at the Certificate Interest Rate.
Unscheduled
Principal Amount:
With
respect to each Distribution Date and any Collateral Group (other than
Collateral Group P), the amount described in clauses (ii) and (iii) (without
application of the related Senior Prepayment Percentage) of the definition
of
Senior Principal Distribution Amount with respect to such Collateral
Group.
Voting
Interests:
The
portion of the voting rights of all the Certificates that is allocated
to any
Certificate for purposes of the voting provisions of this Agreement. At
all
times during the term of this Agreement until the Class Notional Amount
of each
Class of Notional Certificates has been reduced to zero, 91.00% of all
Voting
Interests shall be allocated to the Certificates other than the Notional
Certificates. The Class X Certificates shall be allocated 1% of all Voting
Interests and each Class of Notional Certificates shall be allocated 1%
of all
Voting Interests. After the Class Notional Amount of each Class of Notional
Certificate has been reduced to zero, 100% of all Voting Interests shall
be
allocated to the remaining Classes of Certificates. Voting Interests allocated
to the Notional Certificates shall be allocated among the Certificates
of each
such Class in proportion to their Notional Amounts. Voting Interests shall
be
allocated among the other Classes of Certificates (and among the Certificates
of
each such Class) in proportion to their Class Principal Amounts (or Certificate
Principal Amounts). In the case of the purchase by the Master Servicer
of the
Lower Tier REMIC I Uncertificated Regular Interests pursuant to a Section
7.01(c) Purchase Event, the LTURI holder shall be allocated 100% of the
Voting
Interests and upon such purchase any provisions in this Agreement which
require
a vote by, a direction or notice given by, an action taken by, a request
in
writing by or the consent of, any percentage of the Holders of the Certificates
or any Class of Certificates may be exercised by the LTURI holder.
WAC:
Shall
have the same meaning as “Average Rate.”
Section
1.02. Calculations
Respecting Mortgage Loans.
48
Calculations
required to be made pursuant to this Agreement with respect to any Mortgage
Loan
in the Trust Fund shall be made based upon current information as to the
terms
of the Mortgage Loans and reports of payments received from the Mortgagor
on
such Mortgage Loans and payments to be made to the Trustee as supplied
to the
Trustee by the Master Servicer or any Cap Counterparty. The Trustee shall
not be
required to recompute, verify or recalculate the information supplied to
it by
the Master Servicer or Cap Counterparty.
ARTICLE
II
DECLARATION
OF TRUST;
ISSUANCE
OF CERTIFICATES
Section
2.01. Creation
and Declaration of Trust Fund; Conveyance of Mortgage Loans.
(a) Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
all
the right, title and interest of the Depositor in and to the Mortgage Loans.
Such conveyance includes, without limitation, the right to all distributions
of
principal and interest received on or with respect to the Mortgage Loans
on and
after the Cut-off Date (other than payments of principal and interest due
on or
before such date) and all such payments due after such date but received
prior
to such date and intended by the related Mortgagors to be applied after
such
date, together with all of the Depositor’s right, title and interest in and to
the Collection Account and all amounts from time to time credited to and
the
proceeds of the Collection Account, the Certificate Account and all amounts
from
time to time credited to and the proceeds of the Certificate Account, any
Basis
Risk Reserve Fund, any Escrow Account established pursuant to Section 9.06
hereof and all amounts from time to time credited to and the proceeds of
any
such Escrow Account, any REO Property and the proceeds thereof, the Depositor’s
rights under any Insurance Policies related to the Mortgage Loans, and
the
Depositor’s security interest in any collateral pledged to secure the Mortgage
Loans, including the Mortgaged Properties and any Additional Collateral,
and any
proceeds of the foregoing, to have and to hold, in trust; and the Trustee
declares that, subject to the review provided for in Section 2.02, it (or
a
Custodian on its behalf) has received and shall hold the Trust Fund, as
trustee,
in trust, for the benefit and use of the Holders of the Certificates and
for the
purposes and subject to the terms and conditions set forth in this Agreement,
and, concurrently with such receipt, has caused to be executed, authenticated
and delivered to or upon the order of the Depositor, in exchange for the
Trust
Fund, Certificates in the authorized denominations evidencing the entire
ownership of the Trust Fund.
Concurrently
with the execution and delivery of this Agreement and any Cap Agreement,
the
Depositor does hereby assign to the Trustee all of its rights and interest
under
the Mortgage Loan Sale Agreement including all rights of the Seller under
the
Servicing Agreements and Transfer Agreements (other than first payment
date
default or early payment date default rights against the related Transferor)
to
the extent assigned under such Mortgage Loan Sale Agreement or the Assignment
Agreement (as applicable). The Trustee hereby accepts such assignment,
and shall
be entitled to exercise all rights of the Depositor under the Mortgage
Loan Sale
Agreement as if, for such purpose, it were the Depositor. The foregoing
sale,
transfer, assignment, set-over, deposit and conveyance does not and is
not
intended to result in creation or assumption by the Trustee of any obligation
of
the Depositor, the Seller, or any other Person in connection with the Mortgage
Loans or any other agreement or instrument relating thereto except as
specifically set forth herein. The Depositor hereby authorizes and directs
the
Trustee, solely in its capacity as Trustee of the Supplemental Interest
Trust
created hereunder, to execute and deliver any Cap Agreement. The Seller,
the
Master Servicer, the
Depositor and the Certificateholders acknowledge and agree that the Trustee
is
executing any Cap Agreement solely in its capacity as trustee of the
Supplemental Interest Trust, and not in its individual capacity. The Trustee
shall have no duty or responsibility to enter into any other interest rate
cap
agreement upon the expiration or termination of any such Cap
Agreement.
49
It
is
agreed and understood by the Depositor and the Trustee (and the Depositor
has so
represented and recognized in the Mortgage Loan Sale Agreement) that it
is not
intended that any Mortgage Loan to be included in the Trust Fund be a (i)
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003; (ii) “High-Cost Home Loan” as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004; (iii) “High-Cost Home Mortgage
Loans” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 and (iv) “High Cost Home Loans” as defined in the
Indiana Home Loan Practices Act effective January 1, 2005.
(b) In
connection with such transfer and assignment, the Depositor does hereby
deliver
and deposit with, or cause to be delivered to and deposited with, the Trustee,
and/or any Custodian acting on the Trustee’s behalf, if applicable, the
following documents or instruments with respect to each Mortgage Loan (each
a
“Mortgage File”) so transferred and assigned:
(i) with
respect to each Mortgage Loan, the original Mortgage Note endorsed without
recourse in proper form to the order of the Trustee, as shown in Exhibit
B-4, or
in blank (in each case, with all necessary intervening endorsements as
applicable);
(ii) the
original of any guarantee, security agreement or pledge agreement executed
in
connection with the Mortgage Note, assigned to the Trustee;
(iii) with
respect to each Mortgage Loan other than a Cooperative Loan, the original
recorded Mortgage with evidence of recording indicated thereon and the
original
recorded power of attorney, if the Mortgage was executed pursuant to a
power of
attorney, with evidence of recording thereon or, if such Mortgage or power
of
attorney has been submitted for recording but has not been returned from
the
applicable public recording office, has been lost or is not otherwise available,
a copy of such Mortgage or power of attorney, as the case may be, certified
to
be true and complete copy of the original submitted for recording. If,
in
connection with any Mortgage Loan, the Depositor cannot deliver the Mortgage
with evidence of recording thereon on or prior to the Closing Date because
of a
delay caused by the public recording office where such Mortgage has been
delivered for recordation or because such Mortgage has been lost, the Depositor
shall deliver or cause to be delivered to the Trustee (or the applicable
Custodian), in the case of a delay due to recording, a true copy of such
Mortgage, pending delivery of the original thereof, together with an Officer’s
Certificate of the Depositor certifying that the copy of such Mortgage
delivered
to the Trustee (or the applicable Custodian) is a true copy and that the
original of such Mortgage has been forwarded to the public recording office,
or,
in the case of a Mortgage that has been lost, a copy thereof (certified
as
provided for under the laws of the appropriate jurisdiction) and a written
Opinion of Counsel acceptable to the Trustee and the Depositor that an
original
recorded Mortgage is not required to enforce the Trustee’s interest in the
Mortgage Loan;
50
(iv) the
original of each assumption, modification or substitution agreement, if
any,
relating to the Mortgage Loans, or, as to any assumption, modification
or
substitution agreement which cannot be delivered on or prior to the Closing
Date
because of a delay caused by the public recording office where such assumption,
modification or substitution agreement has been delivered for recordation,
a
photocopy of such assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer’s Certificate of the
Depositor certifying that the copy of such assumption, modification or
substitution agreement delivered to the Trustee (or the applicable Custodian)
is
a true copy and that the original of such agreement has been forwarded
to the
public recording office;
(v) with
respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank, without recourse or
(B) to
“Xxxxx Fargo Bank, N.A., as Trustee of the Xxxxxx Mortgage Trust 2006-9,”
without recourse;
(vi) if
applicable, such original intervening assignments of the Mortgage, notice
of
transfer or equivalent instrument (each, an “Intervening Assignment”), as may be
necessary to show a complete chain of assignment from the originator, or,
in the
case of an Intervening Assignment that has been lost, a written Opinion
of
Counsel acceptable to the Depositor that such original Intervening Assignment
is
not required to enforce the Trustee’s interest in the Mortgage
Loans;
(vii) the
original Primary Mortgage Insurance Policy or certificate, if private mortgage
guaranty insurance is required;
(viii) with
respect to each Mortgage Loan other than a Cooperative Loan, the original
mortgagee title insurance policy or attorney’s opinion of title and abstract of
title;
(ix) the
original of any security agreement, chattel mortgage or equivalent executed
in
connection with the Mortgage or as to any security agreement, chattel mortgage
or their equivalent that cannot be delivered on or prior to the Closing
Date
because of a delay caused by the public recording office where such document
has
been delivered for recordation, a photocopy of such document, pending delivery
of the original thereof, together with an Officer’s Certificate of the Depositor
certifying that the copy of such security agreement, chattel mortgage or
their
equivalent delivered to the Trustee (or the applicable Custodian) is a
true copy
and that the original of such document has been forwarded to the public
recording office;
51
(x) with
respect to any Cooperative Loan, the Cooperative Loan Documents;
(xi) in
connection with any pledge of Additional Collateral, the original additional
collateral pledge and security agreement executed in connection therewith,
assigned to the Trustee; and
(xii) with
respect to any manufactured housing contract, any related manufactured
housing
sales contract, installment loan agreement or participation
interest.
The
parties hereto acknowledge and agree that the form of endorsement attached
hereto as Exhibit B-4 is intended to effect the transfer to the Trustee,
for the
benefit of the Certificateholders, of the Mortgage Notes and the
Mortgages.
(c) (1) Assignments
of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
Loan shall be recorded; provided,
however,
that
such Assignments of Mortgage need not be recorded if, in the Opinion of
Counsel
(which must be from Independent counsel) (which Opinion of Counsel may
be in the
form of a memorandum of law) acceptable to the Trustee and the Rating Agencies,
recording in such states is not required to protect the Trustee’s interest in
the related Non-MERS Mortgage Loans. Subject to the preceding sentence,
as soon
as practicable after the Closing Date (but in no event more than 3 months
thereafter except to the extent delays are caused by the applicable recording
office), the Trustee, at the expense of the Depositor and with the cooperation
of the applicable Servicer, shall cause to be properly recorded by such
Servicer
in each public recording office where the related Mortgages are recorded
each
Assignment of Mortgage referred to in subsection (b)(v) above with respect
to
each Non-MERS Mortgage Loan. With respect to each Cooperative Loan, the
Trustee,
at the expense of the Depositor and with the cooperation of the applicable
Servicer, shall cause such Servicer to take such actions as are necessary
under
applicable law in order to perfect the interest of the Trustee in the related
Mortgaged Property.
(ii) With
respect to each MERS Mortgage Loan, the applicable Servicer, at the expense
of
the Depositor and with the cooperation of the Trustee, shall take such
actions
as are necessary to cause the Trustee to be clearly identified as the owner
of
each such Mortgage Loan on the records of MERS for purposes of the system
of
recording transfers of beneficial ownership of mortgages maintained by
MERS.
(d) In
instances where a Title Insurance Policy is required to be delivered to
the
Trustee, or to the applicable Custodian on behalf of the Trustee, under
clause
(b)(viii) above and is not so delivered, the Depositor will provide a copy
of
such Title Insurance Policy to the Trustee, or to the applicable Custodian
on
behalf of the Trustee, as promptly as practicable after the execution and
delivery hereof, but in any case within 180 days of the Closing
Date.
52
(e) For
Mortgage Loans (if any) that have been prepaid in full after the Cut-off
Date
and prior to the Closing Date, the Depositor, in lieu of delivering the
above
documents, herewith delivers to the Trustee, or to the applicable Custodian
on
behalf of the Trustee, an Officer’s Certificate which shall include a statement
to the effect that all amounts received in connection with such prepayment
that
are required to be deposited in the applicable Collection Account pursuant
to
Section 4.01 have been so deposited. All original documents that are not
delivered to the Trustee or the applicable Custodian on behalf of the Trustee
shall be held by a Servicer in trust for the benefit of the Trustee and
the
Certificateholders.
(f) The
Depositor shall have the right to receive any and all loan-level information
regarding the characteristics and performance of the Mortgage Loans upon
request, and to publish, disseminate or otherwise utilize such information
in
its discretion, subject to applicable laws and regulations.
Section
2.02. Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
(a) The
Trustee, by execution and delivery hereof, acknowledges receipt by it or
a
Custodian on behalf of the Trustee, of the Mortgage Files pertaining to
the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to review
thereof
by the Trustee, or by the applicable Custodian on behalf of the Trustee,
under
this Section 2.02. The Trustee, or the applicable Custodian on behalf of
the
Trustee, will execute and deliver to the Trustee, the Depositor, the Servicers
and the Master Servicer on the Closing Date an Initial Certification in
the form
annexed hereto as Exhibit B-1 (or in the form annexed to the applicable
Custodial Agreement as Exhibit B-1, as applicable.
(b) Within
45
days after the Closing Date, the Trustee or the applicable Custodian will,
on
behalf of the Trustee and for the benefit of Holders of the Certificates,
review
each Mortgage File to ascertain that all required documents set forth in
Section
2.01 have been received and appear on their face to contain the requisite
signatures by or on behalf of the respective parties thereto, and shall
deliver
to the Trustee, the Depositor, the Servicers and the Master Servicer an
Interim
Certification in the form annexed hereto as Exhibit B-2 (or in the form
annexed
to the applicable Custodial Agreement as Exhibit B-2, as applicable to
the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification),
(i) all
of the applicable documents specified in Section 2.01(b) are in its possession
and (ii) such documents have been reviewed by it and appear to relate to
such
Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
Trustee, shall make sure that the documents are executed and endorsed,
but shall
be under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that the same are
valid,
binding, legally effective, properly endorsed, genuine, enforceable or
appropriate for the represented purpose or that they have actually been
recorded
or are in recordable form or that they are other than what they purport
to be on
their face. Neither the Trustee nor any Custodian shall have any responsibility
for verifying the genuineness or the legal effectiveness of or authority
for any
signatures of or on behalf of any party or endorser.
53
(c) If
in the
course of the review described in paragraph (b) above the Trustee or the
applicable Custodian discovers any document or documents constituting a
part of
a Mortgage File that is missing, does not appear regular on its face (i.e.,
is
mutilated, damaged, defaced, torn or otherwise physically altered) or appears
to
be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
(each, a “Material Defect”), the Trustee, or the applicable Custodian on behalf
of the Trustee, shall promptly identify
the
Mortgage Loan to which such Material Defect relates in the Interim Certification
delivered to the Depositor, the Master Servicer and the Trustee. Within
90 days
of its receipt of such notice, the Transferor, or if the Transferor does
not do
so, the Depositor shall be required to cure such Material Defect (and,
in such
event, the Depositor shall provide the Trustee with an Officer’s Certificate
confirming that such cure has been effected). If the applicable Transferor
or
the Depositor, as applicable, does not so cure such Material Defect, it
shall,
if a loss has been incurred with respect to such Mortgage Loan that would,
if
such Mortgage Loan were not purchased from the Trust Fund, constitute a
Realized
Loss, and such loss is attributable to the failure of the applicable Transferor
or the Depositor to cure such Material Defect, repurchase the related Mortgage
Loan from the Trust Fund at the Purchase Price. A loss shall be deemed
to be
attributable to the failure of the applicable Transferor or the Depositor
to
cure a Material Defect if, as determined by the Depositor, upon mutual
agreement
with the Master Servicer acting in good faith, absent such Material Defect,
such
loss would not have been incurred. Within the two-year period following
the
Closing Date, the Depositor may, in lieu of repurchasing a Mortgage Loan
pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying
Substitute Mortgage Loan subject to the provisions of Section 2.05. The
failure
of the Trustee or the applicable Custodian to give the notice contemplated
herein within 45 days after the Closing Date shall not affect or relieve
the
Depositor of its obligation to repurchase any Mortgage Loan pursuant to
this
Section 2.02 or any other Section of this Agreement requiring the repurchase
of
Mortgage Loans from the Trust Fund.
(d) Within
180 days following the Closing Date, the Trustee, or the applicable Custodian,
shall deliver to the Trustee, the Depositor, the Servicers and the Master
Servicer a Final Certification substantially in the form annexed hereto
as
Exhibit B-3 (or in the form annexed to the applicable Custodial Agreement
as
Exhibit B-3, as applicable evidencing the completeness of the Mortgage
Files in
its possession or control, with any exceptions noted thereto.
(e) Nothing
in this Agreement shall be construed to constitute an assumption by the
Trust
Fund, the Trustee or the Certificateholders of any unsatisfied duty, claim
or
other liability on any Mortgage Loan or to any Mortgagor.
(f) Each
of
the parties hereto acknowledges that each Custodian shall perform the applicable
review of the Mortgage Loans covered by its Custodial Agreement and deliver
the
respective certifications thereof as provided in this Section 2.02.
(g) Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge
that
the functions of the Trustee with respect to the custody, acceptance, inspection
and release of Mortgage Files, including but not limited to certain insurance
policies and documents contemplated by this Agreement or the Servicing
Agreement(s), and preparation and delivery of the certifications shall
be
performed by the Custodians pursuant to the terms and conditions of the
Custodial Agreements.
54
(h) The
Trustee, solely in its capacity as Trustee, is hereby authorized and directed
by
the Depositor to execute and deliver, concurrently with the execution of
this
Agreement, the Custodial Agreements and Servicing Agreements.
Section
2.03. Representations
and Warranties of the Depositor.
(a) The
Depositor hereby represents and warrants to the Trustee, for the benefit
of
Certificateholders, and to the Master Servicer, as of the Closing Date
or such
other date as is specified, that:
(i) the
Depositor is a corporation duly organized, validly existing and in good
standing
under the laws governing its creation and existence and has full corporate
power
and authority to own its property, to carry on its business as presently
conducted, to enter into and perform its obligations under this Agreement,
and
to create the trust pursuant hereto;
(ii) the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions
hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment,
decree or
order binding on the Depositor or its properties or the certificate of
incorporation or bylaws of the Depositor;
(iii) the
execution, delivery and performance by the Depositor of this Agreement
and the
consummation of the transactions contemplated hereby do not require the
consent
or approval of, the giving of notice to, the registration with, or the
taking of
any other action in respect of, any state, federal or other governmental
authority or agency, except such as has been obtained, given, effected
or taken
prior to the date hereof;
(iv) this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the Trustee and the Master
Servicer, constitutes a valid and binding obligation of the Depositor
enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(v) there
are
no actions, suits or proceedings pending or, to the knowledge of the Depositor,
threatened or likely to be asserted against or affecting the Depositor,
before
or by any court, administrative agency, arbitrator or governmental body
(A) with
respect to any of the transactions contemplated by this Agreement or (B)
with
respect to any other matter which in the judgment of the Depositor will
be
determined adversely to the Depositor and will if determined adversely
to the
Depositor materially and adversely affect it or its business, assets, operations
or condition, financial or otherwise, or adversely affect its ability to
perform
its obligations under this Agreement; and
55
(vi) immediately
prior to the transfer and assignment of the Mortgage Loans to the Trustee,
the
Depositor was the sole owner of record and holder of each Mortgage Loan,
and the
Depositor had good and marketable title thereto, and had full right to
transfer
and sell each Mortgage Loan to the Trustee free and clear, subject only
to (1)
liens of current real property taxes and assessments not yet due and payable
and, if the related Mortgaged Property is a condominium unit, any lien
for
common charges permitted by statute, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date
of
recording of such Mortgage acceptable to mortgage lending institutions
in the
area in which the related Mortgaged Property is located and specifically
referred to in the lender’s Title Insurance Policy or attorney’s opinion of
title and abstract of title delivered to the originator of such Mortgage
Loan,
and (3) such other matters to which like properties are commonly subject
which
do not, individually or in the aggregate, materially interfere with the
benefits
of the security intended to be provided by the Mortgage, of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security
interest, and had full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and assign
each
Mortgage Loan pursuant to this Agreement.
(b) The
representations and warranties of each Transferor with respect to the related
Mortgage Loans in the applicable Transfer Agreement, which have been assigned
to
the Trustee hereunder, were made as of the date specified in the applicable
Transfer Agreement (or underlying agreement, if such Transfer Agreement
is in
the form of an assignment of a prior agreement). To the extent that any
fact,
condition or event with respect to a Mortgage Loan constitutes a breach
of both
(i) a representation or warranty of the applicable Transferor under the
applicable Transfer Agreement and (ii) a representation or warranty of
LBH under
the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee
or of
any Certificateholder shall be the Trustee’s right to enforce the obligations of
the applicable Transferor under any applicable representation or warranty
made
by it. The Trustee acknowledges that LBH shall have no obligation or liability
with respect to any breach of a representation or warranty made by it with
respect to the Mortgage Loans if the fact, condition or event constituting
such
breach also constitutes a breach of a representation or warranty made by
the
applicable Transferor in the applicable Transfer Agreement, without regard
to
whether such Transferor fulfills its contractual obligations in respect
of such
representation or warranty. The Trustee further acknowledges that the Depositor
shall have no obligation or liability with respect to any breach of any
representation or warranty with respect to the Mortgage Loans (except as
set
forth in Section 2.03(a)(vi)) under any circumstances.
Section
2.04. Discovery
of Breach.
56
It
is
understood and agreed that the representations and warranties (i) of the
Depositor set forth in Section 2.03 hereof, (ii) of LBH set forth in the
Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
hereunder and (iii) of each Transferor, assigned by LBH to the Depositor
pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee
by the
Depositor hereunder, shall each survive delivery of the Mortgage Files
and the
Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
throughout the term of this Agreement. Upon discovery by any of the Depositor,
the Master Servicer or the Trustee of a breach of any of such representations
and warranties that adversely and materially affects the value of the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties; provided, to the extent that knowledge of
such
breach with respect to any Mortgage Loan is known by any officer, director,
employee or agent of Aurora Loan Services LLC acting in any capacity other
than
as Master Servicer hereunder, the Master Servicer shall not be deemed to
have
knowledge of any such breach until an officer of the Master Servicer has
actual
knowledge thereof. Within 90 days of the discovery of a breach of any
representation or warranty given to the Trustee by the Depositor, any Transferor
or LBH and assigned to the Trustee hereunder, the Depositor, such Transferor
or
LBH shall either (a) cure such breach in all material respects, (b) repurchase
such Mortgage Loan or any property acquired in respect thereof from the
Trustee
at the Purchase Price or (c) within the two year period following the Closing
Date, substitute a Qualifying Substitute Mortgage Loan for the affected
Mortgage
Loan. In the event of the discovery of a breach of any representation and
warranty of any Transferor assigned to the Trustee, the Trustee shall enforce
its rights under the applicable Transfer Agreement and the Mortgage Loan
Sale
Agreement for the benefit of the Certificateholders. As provided in the
Mortgage
Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan
for which
there is a breach of any representations and warranties in the related
Transfer
Agreement which adversely and materially affects the value of such Mortgage
Loan
and such substitute mortgage loan is not a Qualifying Substitute Mortgage
Loan,
under the terms of the Mortgage Loan Sale Agreement, LBH will, in exchange
for
such Substitute Mortgage Loan, either (i) provide the applicable Purchase
Price for the affected Mortgage Loan or (ii) within two years of the
Closing Date, substitute such affected Mortgage Loan with a Qualifying
Substitute Mortgage Loan.
Section
2.05. Repurchase,
Purchase or Substitution of Mortgage Loans.
(a) With
respect to any Mortgage Loan repurchased by the Depositor pursuant to this
Agreement by LBH pursuant to the Mortgage Loan Sale Agreement or by any
Transferor pursuant to the applicable Transfer Agreement, the principal
portion
of the funds received by the Trustee in respect of such repurchase of a
Mortgage
Loan will be considered a Principal Prepayment and shall be deposited in
the
Certificate Account. The Trustee, upon receipt by LBH or a Transferor of
the
full amount of the Purchase Price for a Deleted Mortgage Loan, or upon
its
receipt of notification from the applicable Custodian that it has received
the
Mortgage File for a Qualifying Substitute Mortgage Loan substituted for
a
Deleted Mortgage Loan (and any applicable Substitution Amount), shall release
or
cause to be released and reassigned to the Depositor, LBH or the applicable
Transferor, as applicable, the related Mortgage File for the Deleted Mortgage
Loan and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, representation or warranty, as shall be
necessary
to vest in such party or its designee or assignee title to any Deleted
Mortgage
Loan released pursuant hereto, free and clear of all security interests,
liens
and other encumbrances created by this Agreement, which instruments shall
be
prepared by the applicable Servicer or the Trustee (or the applicable
Custodian), and the Trustee shall have no further responsibility with respect
to
the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies
and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder
harmless against any and all taxes, claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any
other
costs, fees and expenses that the Trust Fund, the Trustee, the Depositor
and any
Certificateholder may sustain in connection with any actions of the Seller
relating to a repurchase of a Mortgage Loan other than in compliance with
the
terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the
extent
that any such action causes (i) any federal or state tax to be imposed
on the
Trust Fund, including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(2) of the Code, or (ii) any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate
is
outstanding.
57
(b) With
respect to each Qualifying Substitute Mortgage Loan to be delivered to
the
Trustee (or the applicable Custodian) pursuant to the terms of this Article
II
in exchange for a Deleted Mortgage Loan: (i) the Depositor, the applicable
Transferor or LBH must deliver to the Trustee (or the applicable Custodian)
the
Mortgage File for the Qualifying Substitute Mortgage Loan containing the
documents set forth in Section 2.01(b) along with a written certification
certifying as to the delivery of such Mortgage File and containing the
granting
language set forth in Section 2.01(a); and (ii) the Depositor will be deemed
to
have made, with respect to such Qualifying Substitute Mortgage Loan, each
of the
representations and warranties made by it with respect to the related Deleted
Mortgage Loan. As soon as practicable after the delivery of any Qualifying
Substitute Mortgage Loan hereunder, the Master Servicer, at the expense
of the
Depositor and at the direction and with the cooperation of the applicable
Servicer, shall, with respect to a Qualifying Substitute Mortgage Loan
that is a
Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded
by such
Servicer if required pursuant to Section 2.01(c)(i), or such Servicer shall,
with respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage
Loan, cause to be taken such actions as are necessary to cause the Trustee
to be
clearly identified as the owner of each such Mortgage Loan on the records
of
MERS if required pursuant to Section 2.01(c)(ii).
(c) Notwithstanding
any other provision of this Agreement, the right to substitute Mortgage
Loans
pursuant to this Article II shall be subject to the additional limitations
that
no substitution of a Qualifying Substitute Mortgage Loan for a Deleted
Mortgage
Loan shall be made unless the Trustee has received an Opinion of Counsel
(at the
expense of the party seeking to make the substitution) that, under current
law,
such substitution will not (A) affect adversely the status of any REMIC
established hereunder as a REMIC, or of the related “regular interests” as
“regular interests” in any such REMIC, or (B) cause any such REMIC to engage in
a prohibited transaction or prohibited contribution pursuant to the REMIC
Provisions.
Section
2.06. Grant
Clause.
(a) It
is
intended that the conveyance of the Depositor’s right, title and interest in and
to property constituting the Trust Fund pursuant to this Agreement shall
constitute, and shall be construed as, a sale of such property and not
a grant
of a security interest to secure a loan. However, if such conveyance is
deemed
to be in respect of a loan, it is intended that: (1) the rights and obligations
of the parties shall be established pursuant to the terms of this Agreement;
(2)
the Depositor hereby grants to the Trustee for the benefit of the Holders
of the
Certificates a first priority security interest to secure repayment of
an
obligation in an amount equal to the aggregate Class Principal Amount of
the
Certificates (or the aggregate principal balance of the Lower tier REMIC
I
Uncertificated Regular Interests, if applicable) in all of the Depositor’s
right, title and interest in, to and under, whether now owned or hereafter
acquired, the Trust Fund and all proceeds of any and all property constituting
the Trust Fund to secure payment of the Certificates or Lower Tier REMIC
I
Uncertificated Regular Interests, as applicable; and (3) this Agreement
shall
constitute a security agreement under applicable law. If such conveyance
is
deemed to be in respect of a loan and the Trust created by this Agreement
terminates prior to the satisfaction of the claims of any Person holding
any
Certificate or Lower Tier REMIC I Uncertificated Regular Interests, as
applicable, the security interest created hereby shall continue in full
force
and effect and the Trustee shall be deemed to be the collateral agent for
the
benefit of such Person, and all proceeds shall be distributed as herein
provided.
58
(b) The
Depositor shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement
were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be
a
perfected security interest of first priority under applicable law and
will be
maintained as such throughout the term of this Agreement. The Depositor
will, at
its own expense, make all initial filings on or about the Closing Date
and shall
forward a copy of such filing or filings to the Trustee. Without limiting
the
generality of the foregoing, the Depositor shall prepare and forward for
filing,
or shall cause to be forwarded for filing, at the expense of the Depositor,
all
filings necessary to maintain the effectiveness of any original filings
necessary under the relevant UCC to perfect the Trustee’s security interest in
or lien on the Mortgage Loans, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any
change
of name of the Seller, the Depositor or the Trustee, (2) any change of
location
of the jurisdiction of organization of the Seller or the Depositor, (3)
any
transfer of any interest of the Seller or the Depositor in any Mortgage
Loan or
(4) any change under the relevant UCC or other applicable laws. Neither
the
Seller nor the Depositor shall organize under the law of any jurisdiction
other
than the State under which each is organized as of the Closing Date (whether
changing its jurisdiction of organization or organizing under an additional
jurisdiction) without giving 30 days prior written notice of such action
to its
transferee, including the Trustee. Before effecting such change, the Seller
or
the Depositor proposing to change its jurisdiction of organization shall
prepare
and file in the appropriate filing office any financing statements or other
statements necessary to continue the perfection of the interests of its
transferees, including the Trustee, in the Mortgage Loans. In connection
with
the transactions contemplated by this Agreement, each of the Seller and
the
Depositor authorizes its transferee to file in any filing office any initial
financing statements, any amendments to financing statements, any continuation
statements, or any other statements or filings described in this paragraph
(b).
59
ARTICLE
III
THE
CERTIFICATES
Section
3.01. The
Certificates.
(a) The
Certificates shall be issuable in registered form only and shall be securities
governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
Certificates will be evidenced by one or more certificates, beneficial
ownership
of which will be held in the dollar denominations in Certificate Principal
Amount or Notional Amount, as applicable, or in the Percentage Interests,
specified herein. Each Class of Book-Entry Certificates shall be issued
in the
minimum denominations in Certificate Principal Amount (or Notional Amount)
or
Percentage Interest specified in the Preliminary Statement hereto and in
integral multiples of $1 or 5% (in the case of Certificates issued in Percentage
Interests) in excess thereof. Each Class of Non-Book Entry Certificates
other
than the Residual Certificate shall be issued in definitive, fully registered
form in the minimum denominations in Certificate Principal Amount (or Notional
Amount) specified in the Preliminary Statement hereto and in integral multiples
of $1 in excess thereof. The Residual Certificates shall each be issued
as a
single Certificate and maintained in definitive, fully registered form
in a
minimum denomination equal to 100% of the Percentage Interest of such Class.
The
Class X Certificates shall be maintained in definitive, fully registered
form
and shall be issued in a minimum denomination equal to 10% of the Percentage
Interest of such class. The Certificates may be issued in the form of
typewritten certificates. One Certificate of each Class of Certificates
other
than any Class of Residual Certificates may be issued in any denomination
in
excess of the minimum denomination.
(b) The
Certificates shall be executed by manual or facsimile signature on behalf
of the
Trustee by an authorized signatory. Each Certificate shall, on original
issue,
be authenticated by the Trustee upon the order of the Depositor upon receipt
by
the Trustee (or the Custodian on its behalf) of the Mortgage Files described
in
Section 2.01. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for
herein,
executed by an authorized signatory of the Trustee or the Authenticating
Agent,
if any, by manual signature, and such certification upon any Certificate
shall
be conclusive evidence, and the only evidence, that such Certificate has
been
duly authenticated and delivered hereunder. All Certificates shall be dated
the
date of their authentication. At any time and from time to time after the
execution and delivery of this Agreement, the Depositor may deliver Certificates
executed by the Depositor to the Trustee or the Authenticating Agent for
authentication and the Trustee or the Authenticating Agent shall authenticate
and deliver such Certificates as in this Agreement provided and not otherwise.
(c) The
Privately Offered Certificates offered and sold in reliance on the exemption
from registration under Rule 144A under the Securities Act shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A added to the forms of such Certificates
(each, a
“Restricted Global Security”), which, in the case of the Privately Offered
Certificates, shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for DTC
and
registered in the name of a nominee of DTC, duly executed and authenticated
by
the Trustee as hereinafter provided. The aggregate principal amounts of
the
Restricted Global Securities may from time to time be increased or decreased
by
adjustments made on the records of the Trustee or DTC or its nominee, as
the
case may be, as hereinafter provided.
60
The
Privately Offered Certificates sold in offshore transactions in reliance
on
Regulation S shall be issued initially in the form of one or more permanent
global Certificates in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibit A hereto added
to the
forms of such Certificates (each, a “Regulation S Global Security”), which, in
the case of the Privately Offered Certificates, shall be deposited on behalf
of
the subscribers for such Certificates represented thereby with the Trustee,
as
custodian for DTC and registered in the name of a nominee of DTC, duly
executed
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amounts of the Regulation S Global Securities may from time to
time be
increased or decreased by adjustments made on the records of the Trustee
or DTC
or its nominee, as the case may be, as hereinafter provided.
The
Privately Offered Certificates sold to an “accredited investor” under Rule
501(a)(1), (2), (3) or (7) under the Act shall be issued initially in the
form
of one or more Definitive Certificates.
Section
3.02. Registration.
The
Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
Registrar in respect of the Certificates (and, after a Section 7.01(c)
Purchase
Event, the Lower Tier REMIC I Uncertificated Regular Interests, if applicable)
and shall maintain books for the registration and for the transfer of
Certificates (and, after a Section 7.01(c) Purchase Event, the Lower Tier
REMIC
I Uncertificated Regular Interests, if applicable) (the “Certificate Register”).
A registration book shall be maintained for the Certificates (and, after
a
Section 7.01(c) Purchase Event, the Lower Tier REMIC I Uncertificated Regular
Interests, if applicable) collectively. The Certificate Registrar may resign
or
be discharged or removed and a new successor may be appointed by the Trustee
in
accordance with the procedures and requirements set forth in Sections 6.06
and
6.07 hereof with respect to the resignation, discharge or removal of the
Trustee
and the appointment of a successor Trustee. The Certificate Registrar may
appoint, by a written instrument delivered to the Holders and the Master
Servicer, any bank or trust company to act as co-registrar under such conditions
as the Certificate Registrar may prescribe; provided,
however,
that
the Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment.
Upon
the
occurrence of a Section 7.01(c) Purchase Event, the Master Servicer shall
provide the Trustee with written notice of the identity of any transferee
of the
Master Servicer’s interest in the Lower Tier REMIC I Uncertificated Regular
Interests, which notice shall contain a certification that such transferee
is
permitted LTURI holder. The Lower Tier REMIC I Uncertificated Regular Interests
may only be transferred in whole and not in part to no more than one LTURI
holder at a time who is either (1) an affiliate of the Master Servicer
or (2) a
trustee of a privately placed securitization. The Trustee and the Depositor
shall treat the Person in whose name the Lower Tier REMIC I Uncertificated
Regular Interests are registered on the books of the Certificate Registrar
as
the LTURI holder for all purposes hereunder.
61
Section
3.03. Transfer
and Exchange of Certificates.
(a) A
Certificate (other than Book-Entry Certificates which shall be subject
to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the Certificate
Registrar duly endorsed or accompanied by an assignment duly executed by
such
Holder or his duly authorized attorney in such form as shall be satisfactory
to
the Certificate Registrar. Upon the transfer of any Certificate in accordance
with the preceding sentence, the Trustee shall execute, and the Trustee
or any
Authenticating Agent shall authenticate and deliver to the transferee,
one or
more new Certificates of the same Class and evidencing, in the aggregate,
the
same aggregate Certificate Principal Amount or Percentage Interest as the
Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but
the
Certificate Registrar may require payment of a sum sufficient to cover
any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.
(b) A
Certificate may be exchanged by the Holder thereof for any number of new
Certificates of the same Class, in authorized denominations, representing
in the
aggregate the same Certificate Principal Amount or Percentage Interest
as the
Certificate surrendered, upon surrender of the Certificate to be exchanged
at
the office of the Certificate Registrar duly endorsed or accompanied by
a
written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence
the same
obligations, and will be entitled to the same rights and privileges, as
the
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of Certificates (except as provided in the Exchange Trust
Agreement), but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed
in
connection with any exchange of Certificates. Whenever any Certificates
are so
surrendered for exchange, the Trustee shall execute, and the Trustee or
the
Authenticating Agent shall authenticate, date and deliver the Certificates
which
the Certificateholder making the exchange is entitled to receive.
(c) By
acceptance of a Restricted Certificate or a Regulation S Global Security,
whether upon original issuance or subsequent transfer, each Holder of such
a
Certificate acknowledges the restrictions on the transfer of such Certificate
set forth thereon and agrees that it will transfer such a Certificate only
as
provided herein. In addition, each Holder of a Regulation S Global Security
shall be deemed to have represented and warranted to the Trustee, the
Certificate Registrar and any of their respective successors that: (i)
such
Person (A) if the offer or sale was made to it prior to the expiration of
the 40-day distribution compliance period within the meaning of Regulation
S, is
not a U.S. person within the meaning of Regulation S and (B) was, at the
time
the buy order was originated, outside the United States and (ii) such Person
understands that such Certificates have not been registered under the Securities
Act, and that (x) until the expiration of the 40-day distribution compliance
period (within the meaning of Regulation S), no offer, sale, pledge or
other
transfer of such Certificates or any interest therein shall be made in
the
United States or to or for the account or benefit of a U.S. person (each
as
defined in Regulation S), (y) if in the future it decides to offer, resell,
pledge or otherwise transfer such Certificates, such Certificates may be
offered, resold, pledged or otherwise transferred only (A) to a person
which the
seller reasonably believes is a “qualified institutional buyer” (a “QIB”) as
defined in Rule 144A under the Securities Act, that is purchasing such
Certificates for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance
on
Rule 144A or (B) in an offshore transaction (as defined in Regulation S)
in
compliance with the provisions of Regulation S, in each case in compliance
with
the requirements of this Agreement; and it will notify such transferee
of the
transfer restrictions specified in this Section.
62
The
following restrictions shall apply with respect to the transfer and registration
of transfer of a Restricted Certificate to a transferee that takes delivery
in
the form of a Definitive Certificate:
(i) The
Certificate Registrar shall register the transfer of a Restricted Certificate
if
the requested transfer is (x) to the Depositor, the Servicers or the Placement
Agent or to an affiliate (as defined in Rule 405 under the Securities Act)
of
the Depositor or the Placement Agent or (y) being made to a QIB by a transferor
that has provided the Trustee with a certificate in the form of Exhibit
F
hereto; and
(ii) The
Certificate Registrar shall register the transfer of a Restricted Certificate
if
the requested transfer is being made to an “accredited investor” under Rule
501(a)(1), (2), (3) or (7) under the Securities Act by a transferor who
furnishes to the Trustee a letter of the transferee substantially in the
form of
Exhibit G hereto.
(d) (i)
No
transfer of an ERISA-Restricted Certificate in the form of a Definitive
Certificate shall be made to any Person or shall be effective unless the
Trustee
has received (A) a certificate substantially in the form of Exhibit H hereto
(or
Exhibit D-1, in the case of a Residual Certificate) from such transferee
or (B)
an Opinion of Counsel reasonably satisfactory to the Trustee to the effect
that
the purchase and holding of such a Certificate will not constitute or result
in
prohibited transactions under Title I of ERISA or Section 4975 of the Code
and
will not subject the Trustee, the Master Servicer or the Depositor to any
obligation in addition to those undertaken in the Agreement; provided,
however,
that
the Trustee will not require such certificate or opinion in the event that,
as a
result of a change of law or otherwise, the Trustee receives an Opinion
of
Counsel to the effect that the purchase and holding of an ERISA-Restricted
Certificate by a Plan or a Person that is purchasing or holding such a
Certificate with the assets of a Plan will not constitute or result in
a
prohibited transaction under Title I of ERISA or Section 4975 of the Code.
Each
Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate
shall be deemed to have made the representations set forth in Exhibit H.
The
preparation and delivery of the certificate and opinions referred to above
shall
not be an expense of the Trust Fund, the Trustee, the Master Servicer or
the
Depositor.
63
Notwithstanding
the foregoing, no opinion or certificate shall be required for the initial
issuance of the ERISA-Restricted Certificates. The Trustee shall have no
obligation to monitor transfers of Book-Entry Certificates that are
ERISA-Restricted Certificates and shall have no liability for transfers
of such
Certificates in violation of the transfer restrictions. The Trustee shall
be
under no liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this Section
3.03(d) or for making any payments due on such Certificate to the Holder
thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the transfer was registered by the Trustee in
accordance with the foregoing requirements. The Trustee shall be entitled,
but
not obligated, to recover from any Holder of any ERISA-Restricted Certificate
that was in fact a Plan or a Person acting on behalf of a Plan any payments
made
on such ERISA-Restricted Certificate at and after either such time. Any
such
payments so recovered by the Trustee shall be paid and delivered by the
Trustee
to the last preceding Holder of such Certificate that is not such a Plan
or
Person acting on behalf of a Plan.
(ii) No
transfer of an ERISA-Restricted Trust Certificate shall be made prior to
the
termination of the related Cap Agreement unless the Trustee shall have
received
a representation letter from the transferee of such Certificate, substantially
in the form set forth in Exhibit H, to the effect that either (i) such
transferee is neither a Plan nor a Person acting on behalf of any such
Plan or
using the assets of any such Plan to effect such transfer or (ii) the
acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the statutory exemption
for non-fiduciary service providers under Section 408(b)(17) of ERISA.
Notwithstanding anything else to the contrary herein, any purported transfer
of
an ERISA-Restricted Trust Certificate prior to the termination of the related
Cap Agreement to or on behalf of a Plan without the delivery to the Trustee
of a
representation letter as described above shall be void and of no effect.
If the
ERISA-Restricted Trust Certificate is a Book-Entry Certificate, prior to
the
termination of the related Cap Agreement, the transferee will be deemed
to have
made a representation as provided in clause (i) or (ii) of this paragraph,
as
applicable.
If
any
ERISA-Restricted Trust Certificate, or any interest therein, is acquired
or held
in violation of the provisions of the preceding paragraph, the next preceding
permitted beneficial owner will be treated as the beneficial owner of that
Certificate, retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of an
ERISA-Restricted Trust Certificate, or interest therein, was effected in
violation of the provisions of the preceding paragraph shall indemnify
to the
extent permitted by law and hold harmless the Depositor, the Trustee and
the
Master Servicer from and against any and all liabilities, claims, costs
or
expenses incurred by such parties as a result of such acquisition or
holding.
To
the
extent permitted under applicable law (including, but not limited to, ERISA),
the Trustee shall not be under any liability to any Person for any registration
of transfer of any ERISA-Restricted Trust Certificate that is in fact not
permitted by this Section 3.03(d)(ii) or for making any payments due on
such
Certificate to the Holder thereof or taking any other action with respect
to
such Holder under the provisions of this Agreement so long as the transfer
was
registered by the Trustee in accordance with the foregoing
requirements.
64
(e) As
a
condition of the registration of transfer or exchange of any Certificate,
the
Certificate Registrar may require the certified taxpayer identification
number
of the owner of the Certificate and the payment of a sum sufficient to
cover any
tax or other governmental charge imposed in connection therewith; provided,
however,
that
the Certificate Registrar shall have no obligation to require such payment
or to
determine whether or not any such tax or charge may be applicable. No service
charge shall be made to the Certificateholder for any registration, transfer
or
exchange of Certificate, except as provided in the Exchange Trust
Agreement.
(f) Notwithstanding
anything to the contrary contained herein, no Residual Certificate may
be owned,
pledged or transferred, directly or indirectly, by or to (i) a Disqualified
Organization or (ii) an individual, corporation or partnership or other
person
unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person
that
holds a Residual Certificate in connection with the conduct of a trade
or
business within the United States and has furnished the transferor and
the
Trustee with an effective Internal Revenue Service Form W-8ECI or successor
form
at the time and in the manner required by the Code (any such person who
is not
covered by clause (A) or (B) above is referred to herein as a “Non-permitted
Foreign Holder”).
Prior
to
and as a condition of the registration of any transfer, sale or other
disposition of a Residual Certificate, the proposed transferee shall deliver
to
the Trustee an affidavit in substantially the form attached hereto as Exhibit
D-1 representing and warranting, among other things, that such transferee
is
neither a Disqualified Organization, an agent or nominee acting on behalf
of a
Disqualified Organization, nor a Non-permitted Foreign Holder (any such
transferee, a “Permitted Transferee”) and the proposed transferor shall deliver
to the Trustee an affidavit in substantially the form attached hereto as
Exhibit
D-2. In addition, the Trustee may (but shall have no obligation to) require,
prior to and as a condition of any such transfer, the delivery by the proposed
transferee of an Opinion of Counsel, addressed to the Depositor and the
Trustee
satisfactory in form and substance to the Depositor, that such proposed
transferee or, if the proposed transferee is an agent or nominee, the proposed
beneficial owner, is not a Disqualified Organization, agent or nominee
thereof,
or Non-permitted Foreign Holder. Notwithstanding the registration in the
Certificate Register of any transfer, sale, or other disposition of a Residual
Certificate to a Disqualified Organization, an agent or nominee thereof,
or
Non-permitted Foreign Holder, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Disqualified Organization, agent
or
nominee thereof, or Non-permitted Foreign Holder shall not be deemed to
be a
Certificateholder for any purpose hereunder, including, but not limited
to, the
receipt of distributions on such Residual Certificate. The Trustee shall
not be
under any liability to any person for any registration or transfer of a
Residual
Certificate to a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder or for the maturity of any payments due on
such
Residual Certificate to the Holder thereof or for taking any other action
with
respect to such Holder under the provisions of the Agreement, so long as
the
transfer was effected in accordance with this Section 3.03(f), unless a
Responsible Officer of the Trustee shall have actual knowledge at the time
of
such transfer or the time of such payment or other action that the transferee
is
a Disqualified Organization, agent or nominee thereof, or Non-permitted
Foreign
Holder. The Trustee shall be entitled to recover from any Holder of a Residual
Certificate that was a Disqualified Organization, agent or nominee thereof,
or
Non-permitted Foreign Holder at the time it became a Holder or any subsequent
time it became a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder, all payments made on such Residual Certificate
at
and after either such times (and all costs and expenses, including but
not
limited to attorneys’ fees, incurred in connection therewith). Any payment (not
including any such costs and expenses) so recovered by the Trustee shall
be paid
and delivered to the last preceding Holder of such Residual
Certificate.
65
If
any
purported transferee shall become a registered Holder of a Residual Certificate
in violation of the provisions of this Section 3.03(f), then upon receipt
of
written notice to the Trustee that the registration of transfer of such
Residual
Certificate was not in fact permitted by this Section 3.03(f), the last
preceding Permitted Transferee shall be restored to all rights as Holder
thereof
retroactive to the date of such registration of transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for
any
registration of transfer of a Residual Certificate that is in fact not
permitted
by this Section 3.03(f), for making any payment due on such Certificate
to the
registered Holder thereof or for taking any other action with respect to
such
Holder under the provisions of this Agreement so long as the transfer was
registered upon receipt of the affidavit described in the preceding paragraph
of
this Section 3.03(f).
(g) Each
Holder of a Residual Certificate, by such Holder’s acceptance thereof, shall be
deemed for all purposes to have consented to the provisions of this
section.
(h) Notwithstanding
any provision to the contrary herein, so long as a Global Security representing
any of the Privately Offered Certificates remains outstanding and is held
by or
on behalf of DTC, transfers of a Global Security representing any such
Certificates, in whole or in part, shall only be made in accordance with
Section
3.01 and this Section 3.03(h).
(A) Subject
to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
representing any of the Privately Offered Certificates shall be limited
to
transfers of such Global Security, in whole or in part, to nominees of
DTC or to
a successor of DTC or such successor’s nominee.
(B) Restricted
Global Security to Regulation S Global Security.
If a
holder of a beneficial interest in a Restricted Global Security deposited
with
or on behalf of DTC wishes at any time to exchange its interest in such
Restricted Global Security for an interest in a Regulation S Global Security,
or
to transfer its interest in such Restricted Global Security to a Person
who
wishes to take delivery thereof in the form of an interest in a Regulation
S
Global Security, such holder, provided
such
holder is not a U.S. person, may, subject to the rules and procedures of
DTC,
exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Regulation S Global Security. Upon receipt by
the
Trustee, as Certificate Registrar, of (I) instructions from DTC directing
the
Trustee, as Certificate Registrar, to cause to be credited a beneficial
interest
in a Regulation S Global Security in an amount equal to the beneficial
interest
in such Restricted Global Security to be exchanged but not less than the
minimum
denomination applicable to such holder’s Certificates held through a Regulation
S Global Security, (II) a written order given in accordance with DTC’s
procedures containing information regarding the participant account of
DTC and,
in the case of a transfer pursuant to and in accordance with Regulation
S, the
Euroclear or Clearstream account to be credited with such increase and
(III) a
certificate in the form of Exhibit N-1 hereto given by the holder of such
beneficial interest stating that the exchange or transfer of such interest
has
been made in compliance with the transfer restrictions applicable to the
Regulation S Global Securities, including that the holder is not a U.S.
person,
and pursuant to and in accordance with Regulation S, the Trustee, as Certificate
Registrar, shall reduce the principal amount of the Restricted Global Security
and increase the principal amount of the Regulation S Global Security by
the
aggregate principal amount of the beneficial interest in the Restricted
Global
Security to be exchanged, and shall instruct Euroclear or Clearstream,
as
applicable, concurrently with such reduction, to credit or cause to be
credited
to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Global Security equal to the reduction in
the
principal amount of the Restricted Global Security.
66
(C) Regulation
S Global Security to Restricted Global Security.
If a
holder of a beneficial interest in a Regulation S Global Security deposited
with
or on behalf of DTC wishes at any time to transfer its interest in such
Regulation S Global Security to a Person who wishes to take delivery thereof
in
the form of an interest in a Restricted Global Security, such holder may,
subject to the rules and procedures DTC, exchange or cause the exchange
of such
interest for an equivalent beneficial interest in a Restricted Global Security.
Upon receipt by the Trustee, as Certificate Registrar, of (I) instructions
from
DTC directing the Trustee, as Certificate Registrar, to cause to be credited
a
beneficial interest in a Restricted Global Security in an amount equal
to the
beneficial interest in such Regulation S Global Security to be exchanged
but not
less than the minimum denomination applicable to such holder’s Certificates held
through a Restricted Global Security, to be exchanged, such instructions
to
contain information regarding the participant account with DTC to be credited
with such increase, and (II) a certificate in the form of Exhibit N-2 hereto
given by the holder of such beneficial interest and stating, among other
things,
that the Person transferring such interest in such Regulation S Global
Security
reasonably believes that the Person acquiring such interest in a Restricted
Global Security is a QIB, is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A under the Securities Act and in accordance
with any applicable securities laws of any State of the United States or
any
other jurisdiction, then the Trustee, as Certificate Registrar, will reduce
the
principal amount of the Regulation S Global Security and increase the principal
amount of the Restricted Global Security by the aggregate principal amount
of
the beneficial interest in the Regulation S Global Security to be transferred
and the Trustee, as Certificate Registrar, shall instruct DTC, concurrently
with
such reduction, to credit or cause to be credited to the account of the
Person
specified in such instructions a beneficial interest in the Restricted
Global
Security equal to the reduction in the principal amount of the Regulation
S
Global Security.
67
(D) Other
Exchanges.
In the
event that a Global Security is exchanged for Certificates in definitive
registered form without interest coupons, pursuant to Section 3.09(c) hereof,
such Certificates may be exchanged for one another only in accordance with
such
procedures as are substantially consistent with the provisions above (including
certification requirements intended to insure that such transfers comply
with
Rule 144A, comply with Rule 501(a)(1), (2), (3) or (7) or are to non-U.S.
persons in compliance with Regulation S under the Securities Act, as the
case
may be), and as may be from time to time adopted by the Trustee.
(E) Restrictions
on U.S. Transfers.
Transfers of interests in a Regulation S Global Security to U.S. persons
(as
defined in Regulation S) shall be limited to transfers made pursuant to
the
provisions of Section 3.03(h)(C).
Section
3.04. Cancellation
of Certificates.
Any
Certificate surrendered for registration of transfer or exchange shall
be
cancelled and retained in accordance with normal retention policies with
respect
to cancelled certificates maintained by the Certificate Registrar.
Section
3.05. Replacement
of Certificates.
If
(i)
any Certificate is mutilated and is surrendered to the Trustee or any
Authenticating Agent or (ii) the Trustee or any Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee or the Authenticating
Agent
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee and any Authenticating
Agent that such destroyed, lost or stolen Certificate has been acquired
by a
bona
fide
purchaser, the Trustee shall execute and the Trustee or any Authenticating
Agent
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like
tenor and Certificate Principal Amount (or Notional Amount). Upon the issuance
of any new Certificate under this Section 3.05, the Trustee and Authenticating
Agent may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or the Authenticating
Agent) connected therewith. Any replacement Certificate issued pursuant
to this
Section 3.05 shall constitute complete and indefeasible evidence of ownership
in
the applicable Trust Fund, as if originally issued, whether or not the
lost,
stolen or destroyed Certificate shall be found at any time.
Section
3.06. Persons
Deemed Owners.
Subject
to the provisions of Section 3.09 with respect to Book-Entry Certificates,
the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar
and any
agent of any of them may treat the Person in whose name any Certificate
is
registered upon the books of the Certificate Registrar as the owner of
such
Certificate for the purpose of receiving distributions pursuant to Sections
5.01
and 5.02 and for all other purposes whatsoever, and neither the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any agent of
any of
them shall be affected by notice to the contrary.
68
Section
3.07. Temporary
Certificates.
(a) Pending
the preparation of definitive Certificates, upon the order of the Depositor,
the
Trustee shall execute and shall authenticate and deliver temporary Certificates
that are printed, lithographed, typewritten, mimeographed or otherwise
produced,
in any authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations
as the
authorized officers executing such Certificates may determine, as evidenced
by
their execution of such Certificates.
(b) If
temporary Certificates are issued, the Depositor will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation
of
definitive Certificates, the temporary Certificates shall be exchangeable
for
definitive Certificates upon surrender of the temporary Certificates at
the
office or agency of the Trustee without charge to the Holder. Upon surrender
for
cancellation of any one or more temporary Certificates, the Trustee shall
execute and authenticate and deliver in exchange therefor a like aggregate
Certificate Principal Amount of definitive Certificates of the same Class
in the
authorized denominations. Until so exchanged, the temporary Certificates
shall
in all respects be entitled to the same benefits under this Agreement as
definitive Certificates of the same Class.
Section
3.08. Appointment
of Paying Agent.
The
Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
of
making distributions to Certificateholders hereunder. The Trustee shall
cause
such Paying Agent (if other than the Trustee) to execute and deliver to
the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in an Eligible Account, on behalf of the Trustee, in
trust
for the benefit of the Certificateholders entitled thereto until such sums
shall
be paid to the Certificateholders. All funds remitted by the Trustee to
any such
Paying Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid
shall
be returned on such Distribution Date to the Trustee. If the Paying Agent
is not
the Trustee, the Trustee shall cause to be remitted to the Paying Agent
on or
before the Business Day prior to each Distribution Date, by wire transfer
in
immediately available funds, the funds to be distributed on such Distribution
Date. Any Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers. As of the Closing
Date,
the Trustee is the Paying Agent.
69
At
any time during the period that a Form 10-K is being filed with respect
to the
Trust in accordance with the Exchange Act and the rules and regulations
of the
Commission, the Trustee shall not appoint a Paying Agent that is not the
Trustee
unless that Paying Agent first agrees in writing with the Trustee (i) to
deliver
an assessment of compliance and an accountant’s attestation in such manner and
at such times in compliance with Section 9.25(a) and 9.25(b) of this Agreement,
(ii) to comply with the provisions of Section 9.25(a), 9.25(b), 6.20(e)(i)
and
6.20(e)(iv)of this Agreement and (iii) to indemnify the Depositor and the
Master
Servicer, and their respective directors, officers, employees and agents
and the
Trust Fund and hold each of them harmless as set forth in Section 6.23.
For so
long as the Depositor is subject to Exchange Act reporting requirements
with
respect to the Trust, the Paying Agent (if other than the Trustee) shall
give
prior written notice to the Sponsor, the Master Servicer, the Trustee and
the
Depositor of the appointment of any Subcontractor by it and a written
description (in form and substance reasonably satisfactory to the Sponsor
and
the Depositor) of the role and function of each Subcontractor utilized
by the
Paying Agent, as applicable, specifying (A) the identity of each such
Subcontractor and (B) which elements of the servicing criteria set forth
under
Item 1122(d) of Regulation AB will be addressed in assessments of compliance
provided by each Subcontractor. In addition, for so long as the Depositor
is
subject to Exchange Act reporting requirements with respect to the Trust,
the
Paying Agent (including the Trustee in its capacity as Paying Agent, to
the
extent not already required of the Trustee under this Agreement) shall
notify
the Sponsor, the Master Servicer, the Trustee and the Depositor within
five (5)
calendar days of knowledge thereof (i) of any legal proceedings pending
under
the Paying Agent of the type described in Item 1117 (§
229.1117) of Regulation AB, (ii) any merger, consolidation or sale of
substantially all of the assets of the Paying Agent and (iii) if the Paying
Agent shall become (but only to the extent not previously disclosed) at
any time
an affiliate of any of the parties listed on Exhibit I hereto or any of
their affiliates. On or before March 1st
of each year, the Depositor shall distribute the information in Exhibit I
to the Paying Agent.
Any
Paying Agent (if other than the Trustee) agrees to indemnify the Depositor,
the
Trustee (if other than the Paying Agent) and the Master Servicer, and each
of
their respective directors, officers, employees and agents and the Trust
Fund
and hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments,
and
any other costs, fees and expenses that any of them may sustain arising
out of
or based upon the failure by such Paying Agent to deliver any information,
report or certification when and as required under Section 6.20 and Section
9.25(a), provided,
however,
that this sentence shall not apply if the Paying Agent is the Trustee.
This
indemnification shall survive the termination of this Agreement or the
termination of such Paying Agent hereunder.
In
addition, the Paying Agent (if other than the Trustee) (i) may not be an
originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor
or
an affiliate of the Depositor unless the Paying Agent is in an institutional
trust department of the Paying Agent, (ii) must be authorized to exercise
corporate trust powers under the laws of its jurisdiction of organization
and
(iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that
has rated the Paying Agent, or the equivalent rating by S&P. If no successor
Paying Agent shall have been appointed and shall have accepted appointment
within 60 days after the Paying Agent ceases to be the Paying Agent pursuant
to
this Section 3.08, then the Trustee shall perform the duties of the Paying
Agent
pursuant to this Agreement. The Trustee shall notify the Rating Agencies
of any
change of Paying Agent.
Section
3.09. Book-Entry
Certificates.
(i) Each
Class of Book-Entry Certificates, upon original issuance, shall be issued
in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to The Depository Trust Company, or its custodian,
the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register
in the
name of the nominee of the Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner’s interest
in the Book-Entry Certificates, except as provided in Section 3.09(c).
Unless
Definitive Certificates have been issued to Certificate Owners of Book-Entry
Certificates pursuant to Section 3.09(c):
70
(ii) the
provisions of this Section 3.09 shall be in full force and effect;
(iii) the
Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar
and
the Trustee may deal with the Clearing Agency for all purposes (including
the
making of distributions on the Book-Entry Certificates) as the authorized
representatives of the Certificate Owners and the Clearing Agency shall
be
responsible for crediting the amount of such distributions to the accounts
of
such Persons entitled thereto, in accordance with the Clearing Agency’s normal
procedures;
(iv) to
the
extent that the provisions of this Section 3.09 conflict with any other
provisions of this Agreement, the provisions of this Section 3.09 shall
control;
and
(v) the
rights of Certificate Owners shall be exercised only through the Clearing
Agency
and the Clearing Agency Participants and shall be limited to those established
by law and agreements between such Certificate Owners and the Clearing
Agency
and/or the Clearing Agency Participants. Unless and until Definitive
Certificates are issued pursuant to Section 3.09(c), the initial Clearing
Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit distributions of principal of and interest on the
Book-Entry Certificates to such Clearing Agency Participants.
(b) Whenever
notice or other communication to the Certificateholders is required under
this
Agreement, unless and until Definitive Certificates shall have been issued
to
Certificate Owners pursuant to Section 3.09(c), the Trustee shall give
all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency.
(c) If
(i)
(A) the Depositor advises the Trustee in writing that the Clearing Agency
is no
longer willing or able to discharge properly its responsibilities with
respect
to the Book-Entry Certificates, and (B) the Trustee or the Depositor is
unable
to locate a qualified successor or (ii) after the occurrence of an Event
of
Default, Certificate Owners representing beneficial interests aggregating
not
less than 50% of the Class Principal Amount (or Class Notional Amount)
of a
Class of Book-Entry Certificates identified as such to the Trustee by an
Officer’s Certificate from the Clearing Agency advise the Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that
the
continuation of a book-entry system through the Clearing Agency is no longer
in
the best interests of the Certificate Owners of a Class of Book-Entry
Certificates, the Trustee shall notify or cause the Certificate Registrar
to
notify the Clearing Agency to effect notification to all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of
the
availability of Definitive Certificates to Certificate Owners requesting
the
same. Upon surrender to the Trustee of the Book-Entry Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the Trustee shall issue the Definitive Certificates.
Neither the Transferor nor the Trustee shall be liable for any delay in
delivery
of such instructions and may conclusively rely on, and shall be protected
in
relying on, such instructions. Upon the issuance of Definitive Certificates
all
references herein to obligations imposed upon or to be performed by the
Clearing
Agency shall be deemed to be imposed upon and performed by the Trustee,
to the
extent applicable, with respect to such Definitive Certificates and the
Trustee
shall recognize the holders of the Definitive Certificates as Certificateholders
hereunder. None of the Seller, the Depositor, the Underwriter, the Master
Servicer or the Trustee shall have any responsibility for any aspect of
the
records relating to or payments made on account of beneficial ownership
interests of the Book Entry Certificates held by the Clearing Agency or
for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
71
Section
3.10. Deposit
of Underlying REMIC Certificates under the Exchange Trust
Agreement.
The
Underlying REMIC Certificates shall be issued in uncertificated form to
the
Underwriter and transferred by the Underwriter to the Exchange Trustee
to be
held in trust pursuant to terms of the Exchange Trust Agreement.
ARTICLE
IV
ADMINISTRATION
OF THE TRUST FUND
Section
4.01. Collection
Account.
(a) On
the
Closing Date, the Master Servicer shall open and shall thereafter maintain
a
segregated account held in trust (the “Collection Account”), entitled, Aurora
Loan Services LLC, as Master Servicer, in trust for the benefit of the
Holders
of Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-9.” The
Collection Account shall relate solely to the Certificates issued by the
Trust
Fund hereunder, and funds in such Collection Account shall not be commingled
with any other monies.
(b) The
Collection Account shall be an Eligible Account. If an existing Collection
Account ceases to be an Eligible Account, the Master Servicer shall establish
a
new Collection Account that is an Eligible Account within 30 days and transfer
all funds on deposit in such existing Collection Account into such new
Collection Account.
(c) The
Master Servicer shall give to the Trustee prior written notice of the name
and
address of the depository institution at which the Collection Account is
maintained and the account number of such Collection Account. No later
than 2:00
p.m. New York City time on each Master Servicer Remittance Date, the entire
amount on deposit in the Collection Account (subject to permitted withdrawals
set forth in Section 4.02), excluding any amounts that are not included
in the
Available Distribution Amount for such Distribution Date (other than amounts
due
or reimbursable to the Trustee or Custodians pursuant to this Agreement),
shall
be remitted to the Trustee for deposit into the Certificate Account by
wire
transfer in immediately available funds. The Master Servicer, at its option
and
with prior notice to the Trustee, may choose to make daily remittances
from the
Collection Account to the Trustee for deposit into the Certificate
Account.
72
(d) The
Master Servicer shall deposit or cause to be deposited into the Collection
Account, no later than two Business Days following the Closing Date, any
amounts
representing Scheduled Payments on the Mortgage Loans due after the Cut-off
Date
and received by the Master Servicer on or before the Closing Date. Thereafter,
the Master Servicer shall deposit or cause to be deposited in the Collection
Account on the earlier of the applicable Master Servicer Remittance Date
and two
Business Days following receipt thereof, the following amounts received
or
payments made by it (other than in respect of principal of and interest
on the
Mortgage Loans due on or before the Cut-off Date):
(i) all
payments on account of principal, including Principal Prepayments and late
collections, as indicated in the Mortgage Loan Schedule, on the Mortgage
Loans;
(ii) all
payments on account of interest on the Mortgage Loans (other than payments
due
prior to the Cut-off Date), net of the applicable Servicing Fee and Master
Servicing Fee with respect to each such Mortgage Loan, but only to the
extent of
the amount permitted to be withdrawn or withheld from the Collection Account
in
accordance with Sections 5.04 and 9.21;
(iii) any
unscheduled payment or other recovery with respect to a Mortgage Loan not
otherwise specified in this paragraph (d), including any Subsequent Recovery,
all Net Liquidation Proceeds with respect to the Mortgage Loans and REO
Property, and all amounts received in connection with the operation of
any REO
Property, net of any unpaid Servicing Fees and Master Servicing Fees with
respect to such Mortgage Loans, but only to the extent of the amount permitted
to be withdrawn or withheld from the Collection Account in accordance with
Sections 5.04 and 9.21; provided
that if
the applicable Servicer is also the Retained Interest Holder with respect
to any
Mortgage Loan, payments on account of interest on the Mortgage Loans as
to which
such Servicer is the Retained Interest Holder may also be made net of the
related Retained Interest with respect to each such Mortgage Loan.
(iv) all
Insurance Proceeds;
(v) all
Advances made by the Master Servicer or any Servicer pursuant to Section
5.04 or
the applicable Servicing Agreement; and
(vi) all
proceeds of any Mortgage Loan purchased by any Person and any Substitution
Amounts related to any Qualifying Substitute Mortgage Loan.
(e) Funds
in
the Collection Account may be invested in Eligible Investments (selected
by and
at the written direction of the Master Servicer) which shall mature not
later
than the earlier of (a) the Master Servicer Remittance Date or (b) the
day on
which the funds in such Collection Account are required to be remitted
to the
Trustee for deposit into the Certificate Account, and any such Eligible
Investment shall not be sold or disposed of prior to its maturity. All
such
Eligible Investments shall be made in the name of the Master Servicer in
trust
for the benefit of the Trustee and Holders of the Certificates. All income
and
gain realized from any such investment shall be for the benefit of the
Master
Servicer as compensation and shall be subject to its withdrawal on order
from
time to time, and shall not be part of the Trust Fund. The amount of any
losses
incurred in respect of any such investments shall be deposited in the Collection
Account by the Master Servicer out of its own funds, without any right
of
reimbursement therefor, immediately as realized. The foregoing requirements
for
deposit in the Collection Account are exclusive, it being understood and
agreed
that, without limiting the generality of the foregoing, payments of interest
on
funds in the Collection Account and payments in the nature of late payment
charges or assumption fees need not be deposited by the Master Servicer
in the
Collection Account and may be retained by the Master Servicer or the applicable
Servicer as additional servicing compensation. If the Master Servicer deposits
in the Collection Account any amount not required to be deposited therein,
it
may at any time withdraw such amount from the Collection Account.
73
Section
4.02. Application
of Funds in the Collection Account.
The
Master Servicer may, from time to time, make, or cause to be made, withdrawals
from the Collection Account for the following purposes:
(i) to
reimburse itself or any Servicer for Advances made by it or by such Servicer
pursuant to Section 5.04 or the applicable Servicing Agreement; provided,
however,
that the
Master Servicer’s right to reimburse itself pursuant to this subclause is
limited to amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds and amounts representing
Insurance Proceeds with respect to the property subject to the related
Mortgage)
which represent late recoveries (net of the applicable Servicing Fee and
the
Master Servicing Fee) of payments of principal or interest respecting which
any
such Advance was made; provided,
further,
that
following the final liquidation of a Mortgage Loan, the Master Servicer
may
reimburse itself for previously unreimbursed Advances in excess of Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loans from
any
funds in the Collection Account, it being understood, in the case of any
such
reimbursement, that the Master Servicer’s or Servicer’s right thereto shall be
prior to the rights of the Certificateholders;
(ii) to
reimburse itself or any Servicer for any Servicing Advances made by it
or by
such Servicer that it or such Servicer determines in good faith will not
be
recoverable from amounts representing late recoveries of payments of principal
or interest respecting the particular Mortgage Loan as to which such Servicing
Advance was made or from Liquidation Proceeds or Insurance Proceeds with
respect
to such Mortgage Loan, it being understood, in the case of any such
reimbursement, that such Master Servicer’s or Servicer’s right thereto shall be
prior to the rights of the Certificateholders;
(iii) to
reimburse itself or any Servicer from Liquidation Proceeds for Liquidation
Expenses and for amounts expended by it pursuant to Sections 9.20 and 9.22(a)
or
the applicable Servicing Agreement in good faith in connection with the
restoration of damaged property and, to the extent that Liquidation Proceeds
after such reimbursement exceed the unpaid principal balance of the related
Mortgage Loan, together with accrued and unpaid interest thereon at the
applicable Mortgage Rate less the applicable Servicing Fee and the Master
Servicing Fee for such Mortgage Loan to the Due Date next succeeding the
date of
its receipt of such Liquidation Proceeds, to pay to itself out of such
excess
the amount of any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan and to retain any excess
remaining thereafter as additional servicing compensation, it being understood,
in the case of any such reimbursement or payment, that such Master Servicer’s or
Servicer’s right thereto shall be prior to the rights of the
Certificateholders;
74
(iv) to
reimburse itself or any Servicer for expenses incurred by and recoverable
by or
reimbursable to it or such Servicer pursuant to Section 9.04, 9.05, 9.06,
9.16
or 9.22(a) or pursuant to the applicable Servicing Agreement, and to reimburse
itself for any expenses reimbursable to it pursuant to Section
10.01(c);
(v) to
pay to
the applicable Person, with respect to each Mortgage Loan or REO Property
acquired in respect thereof that has been repurchased by such Person pursuant
to
this Agreement, all amounts received thereon and not distributed on the
date on
which the related repurchase was effected;
(vi) to
pay to
itself income earned on the investment of funds deposited in the Collection
Account;
(vii) to
make
payments to the Trustee for deposit into the Certificate Account in the
amounts
and in the manner provided for in Section 4.01(c);
(viii) to
make
distributions of any Retained Interest to the Retained Interest Holder
on each
Distribution Date (other than any Retained Interest not deposited into
the
Collection Account in accordance with Section 4.01(d)(iii));
(ix) to
make
payment to itself, the Trustee and others pursuant to any provision of
this
Agreement;
(x) to
withdraw funds deposited in error in the Collection Account;
(xi) to
clear
and terminate the Collection Account pursuant to Section 7.02;
(xii) to
reimburse the Trustee and a successor Master Servicer (solely in its capacity
as
successor Master Servicer), for any fee or advance occasioned by a termination
of the Master Servicer, and the assumption of such duties by the Trustee
or a
successor Master Servicer appointed by the Trustee pursuant to Section
6.14, in
each case to the extent not reimbursed by the terminated Master Servicer,
it
being understood, in the case of any such reimbursement or payment, that
the
right of the successor Master Servicer or the Trustee thereto shall be
prior to
the rights of the Certificateholders; and
75
(xiii) to
reimburse any Servicer for such amounts as are due thereto under the applicable
Servicing Agreement and have not been retained by or paid to such Servicer
to
the extent provided in such Servicing Agreement.
In
the
event that the Master Servicer fails on any Master Servicer Remittance
Date to
remit to the Trustee any amounts required to be so remitted to the Trustee
pursuant to subclause (vii) on such date, the Master Servicer shall pay
the
Trustee, for the account of the Trustee, interest calculated at the “prime rate”
(as published in the “Money Rates” section of The
Wall Street Journal)
on such
amounts not timely remitted for the period from and including that Master
Servicer Remittance Date through the date such funds are remitted to and
received by the Trustee.
In
connection with withdrawals pursuant to subclauses (i), (iii), (iv) and
(vi)
above, the Master Servicer’s or Servicer’s entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, except as
provided
herein. The Master Servicer shall therefore keep and maintain a separate
accounting for each Mortgage Loan it master services for the purpose of
justifying any withdrawal from the Collection Account it maintains pursuant
to
subclauses (i), (iii), (iv) and (vi) above.
Section
4.03. Reports
to Certificateholders.
(a) On
each
Distribution Date on or prior to a Section 7.01(c) Purchase Event or a
Trust
Fund Termination Event, the Trustee shall prepare (based solely on information
provided by the Master Servicer and the Cap Counterparty (other than item
(xx)
below, which shall be determined solely by the Trustee)) and shall make
available to each Certificateholder and each Rating Agency a report (the
“Distribution Date Statement”), setting forth the following information (on the
basis of Mortgage Loan level information obtained from the Master Servicer
(other than with respect to item (xx) below)):
(i) the
aggregate amount of the distribution to be made on such Distribution Date
to the
Holders of each Class of Certificates, other than any Class of Notional
Certificates, and in respect of any Component, to the extent applicable,
allocable to principal on the Mortgage Loans, including any Subsequent
Recovery,
Liquidation Proceeds and Insurance Proceeds, stating separately the amount
attributable to scheduled principal payments and unscheduled payments in
the
nature of principal in each Mortgage Pool;
(ii) the
aggregate amount of the distribution to be made on such Distribution Date
to the
Holders of each Class of Certificates, other than the Class AP Certificates,
and
in respect of any Component, allocable to interest, including any Accrual
Amount
added to the Class Principal Amount of any Class of Accrual
Certificates;
(iii) the
amount, if any, of any distribution to the Holders of a Residual
Certificate;
(iv) for
each
Collateral Group and in the aggregate, (A) the aggregate amount of any
Advances required to be made as of the end of the month immediately preceding
the month in which such Distribution Date occurs by or on behalf of the
Master
Servicer or a Servicer (or the Trustee solely in its capacity as successor
Master Servicer) with respect to such Distribution Date, (B) the aggregate
amount of such Advances actually made, and (C) the amount, if any, by which
(A) above exceeds (B) above;
76