STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT Dated as of...
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as
Master
Servicer,
OFFICETIGER
GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION, as Trustee
___________________________
Dated
as
of August 1, 2006
___________________________
FIRST
FRANKLIN MORTGAGE LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-FF12
TABLE
OF
CONTENTS
Page
ARTICLE
I DEFINITIONS
|
||
Section
1.01
|
Definitions.
|
14
|
Section
1.02
|
Calculations
Respecting Mortgage Loans.
|
57
|
Section
1.03
|
Calculations
Respecting Accrued Interest.
|
57
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
||
Section
2.01
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
57
|
Section
2.02
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
62
|
Section
2.03
|
Representations
and Warranties of the Depositor.
|
63
|
Section
2.04
|
Discovery
of Breach.
|
65
|
Section
2.05
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
66
|
Section
2.06
|
Grant
Clause.
|
67
|
ARTICLE
III THE CERTIFICATES
|
||
Section
3.01
|
The
Certificates.
|
68
|
Section
3.02
|
Registration.
|
69
|
Section
3.03
|
Transfer
and Exchange of Certificates.
|
70
|
Section
3.04
|
Cancellation
of Certificates.
|
76
|
Section
3.05
|
Replacement
of Certificates.
|
76
|
Section
3.06
|
Persons
Deemed Owners.
|
77
|
Section
3.07
|
Temporary
Certificates.
|
77
|
Section
3.08
|
Appointment
of Paying Agent.
|
77
|
Section
3.09
|
Book-Entry
Certificates.
|
78
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
||
Section
4.01
|
Collection
Account.
|
80
|
Section
4.02
|
Application
of Funds in the Collection Account.
|
82
|
Section
4.03
|
Reports
to Certificateholders.
|
84
|
Section
4.04
|
Certificate
Account.
|
88
|
Section
4.05
|
[Reserved]
|
89
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
||
Section
5.01
|
Distributions
Generally.
|
89
|
Section
5.02
|
Distributions
from the Certificate Account.
|
90
|
Section
5.03
|
Allocation
of Losses.
|
103
|
Section
5.04
|
Advances
by Master Servicer, Servicer and Trustee.
|
103
|
Section
5.05
|
Compensating
Interest Payments.
|
104
|
Section
5.06
|
Basis
Risk Reserve Fund.
|
105
|
Section
5.07
|
Supplemental
Interest Trust.
|
105
|
Section
5.08
|
Rights
of Swap Counterparty.
|
107
|
Section
5.09
|
Termination
Receipts.
|
107
|
i
ARTICLE
VI
CONCERNING
THE TRUSTEE; EVENTS OF DEFAULT
|
||
Section
6.01
|
Duties
of Trustee.
|
108
|
Section
6.02
|
Certain
Matters Affecting the Trustee .
|
111
|
Section
6.03
|
Trustee
Not Liable for Certificates.
|
112
|
Section
6.04
|
Trustee
May Own Certificates.
|
113
|
Section
6.05
|
Eligibility
Requirements for Trustee.
|
113
|
Section
6.06
|
Resignation
and Removal of Trustee.
|
113
|
Section
6.07
|
Successor
Trustee.
|
114
|
Section
6.08
|
Merger
or Consolidation of Trustee.
|
115
|
Section
6.09
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
116
|
Section
6.10
|
Authenticating
Agents.
|
118
|
Section
6.11
|
Indemnification
of Trustee.
|
118
|
Section
6.12
|
Fees
and Expenses of Trustee and Custodian.
|
119
|
Section
6.13
|
Collection
of Monies.
|
120
|
Section
6.14
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
120
|
Section
6.15
|
Additional
Remedies of Trustee Upon Event of Default.
|
124
|
Section
6.16
|
Waiver
of Defaults.
|
125
|
Section
6.17
|
Notification
to Holders.
|
125
|
Section
6.18
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
125
|
Section
6.19
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
126
|
Section
6.20
|
Preparation
of Tax Returns and Other Reports.
|
126
|
Section
6.21
|
Reporting
Requirements of the Commission.
|
133
|
Section
6.22
|
No
Merger.
|
133
|
Section
6.23
|
Indemnification
by the Trustee.
|
133
|
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
||
Section
7.01
|
Purchase
of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
Regular Interests.
|
134
|
Section
7.02
|
Procedure
Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1
Uncertificated Regular Interests.
|
136
|
Section
7.03
|
Additional
Trust Fund Termination Event or Purchase of the Lower Tier REMIC
1
Uncertificated Regular Interests.
|
137
|
Section
7.04
|
Optional
Repurchase Right.
|
138
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
||
Section
8.01
|
Limitation
on Rights of Holders.
|
139
|
Section
8.02
|
Access
to List of Holders.
|
139
|
Section
8.03
|
Acts
of Holders of Certificates.
|
140
|
ii
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER;
CREDIT RISK MANAGER
|
||
Section
9.01
|
Duties
of the Master Servicer.
|
141
|
Section
9.02
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
Policy.
|
141
|
Section
9.03
|
Master
Servicer’s Financial Statements and Related Information.
|
142
|
Section
9.04
|
Power
to Act; Procedures.
|
142
|
Section
9.05
|
Enforcement
of Servicer’s and Master Servicer’s Obligations.
|
144
|
Section
9.06
|
Collection
of Taxes, Assessments and Similar Items.
|
145
|
Section
9.07
|
Termination
of Servicing Agreement; Successor Servicer.
|
146
|
Section
9.08
|
Master
Servicer Liable for Enforcement.
|
147
|
Section
9.09
|
No
Contractual Relationship Between the Servicer and Trustee or
Depositor.
|
147
|
Section
9.10
|
Assumption
of Servicing Agreement by Trustee.
|
147
|
Section
9.11
|
Due-on-Sale
Clauses; Assumption Agreements.
|
148
|
Section
9.12
|
Release
of Mortgage Files.
|
148
|
Section
9.13
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
149
|
Section
9.14
|
Representations
and Warranties of the Master Servicer.
|
150
|
Section
9.15
|
Opinion.
|
152
|
Section
9.16
|
Standard
Hazard and Flood Insurance Policies.
|
153
|
Section
9.17
|
Presentment
of Claims and Collection of Proceeds.
|
153
|
Section
9.18
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
153
|
Section
9.19
|
Trustee
To Retain Possession of Certain Insurance Policies and
Documents.
|
154
|
Section
9.20
|
[Reserved]
|
154
|
Section
9.21
|
Compensation
to the Master Servicer.
|
154
|
Section
9.22
|
REO
Property.
|
155
|
Section
9.23
|
Notice
to the Sponsor, the Depositor and the Trustee.
|
155
|
Section
9.24
|
Reports
to the Trustee.
|
156
|
Section
9.25
|
Assessment
of Compliance and Attestation Reports.
|
156
|
Section
9.26
|
Annual
Statement of Compliance with Applicable Servicing
Criteria.
|
158
|
Section
9.27
|
Merger
or Consolidation.
|
158
|
Section
9.28
|
Resignation
of Master Servicer.
|
159
|
Section
9.29
|
Assignment
or Delegation of Duties by the Master Servicer.
|
159
|
Section
9.30
|
Limitation
on Liability of the Master Servicer and Others.
|
160
|
Section
9.31
|
Indemnification;
Third-Party Claims.
|
161
|
Section
9.32
|
Special
Servicing of Delinquent Mortgage Loans.
|
161
|
Section
9.33
|
Alternative
Index.
|
161
|
Section
9.34
|
Duties
of the Credit Risk Manager.
|
162
|
Section
9.35
|
Limitation
Upon Liability of the Credit Risk Manager.
|
163
|
Section
9.36
|
Indemnification
by the Credit Risk Manager.
|
164
|
Section
9.37
|
Removal
of Credit Risk Manager.
|
164
|
ARTICLE
X REMIC ADMINISTRATION
|
||
Section
10.01
|
REMIC
Administration.
|
164
|
iii
Section
10.02
|
Prohibited
Transactions and Activities.
|
167
|
Section
10.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
168
|
Section
10.04
|
REO
Property.
|
168
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
||
Section
11.01
|
Binding
Nature of Agreement; Assignment.
|
169
|
Section
11.02
|
Entire
Agreement.
|
169
|
Section
11.03
|
Amendment.
|
169
|
Section
11.04
|
Voting
Rights.
|
171
|
Section
11.05
|
Provision
of Information.
|
171
|
Section
11.06
|
Governing
Law.
|
172
|
Section
11.07
|
Notices.
|
172
|
Section
11.08
|
Severability
of Provisions.
|
172
|
Section
11.09
|
Indulgences;
No Waivers.
|
173
|
Section
11.10
|
Headings
Not To Affect Interpretation.
|
173
|
Section
11.11
|
Benefits
of Agreement.
|
173
|
Section
11.12
|
Special
Notices to the Rating Agencies and any NIMS Insurer.
|
173
|
Section
11.13
|
Conflicts.
|
174
|
Section
11.14
|
Counterparts.
|
174
|
Section
11.15
|
Transfer
of Servicing.
|
175
|
iv
ATTACHMENTS
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
|
Monthly
Remittance Advice
|
Exhibit
J
|
Monthly
Electronic Data Transmission
|
Exhibit
K
|
List
of Custodial Agreements
|
Exhibit
L
|
List
of Credit Risk Management Agreements
|
Exhibit
M-1
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security
|
Exhibit
M-2
|
Form
of Transfer Certificate for Transfer from Regulation S Global Security
to
Restricted Global Security
|
Exhibit
N
|
Interest
Rate Cap Agreement
|
Exhibit
O
|
Swap
Agreement
|
Exhibit
P-1
|
Additional
Form 10-D Disclosure
|
Exhibit
P-2
|
Additional
Form 10-K Disclosure
|
Exhibit
P-3
|
Additional
Form 8-K Disclosure
|
Exhibit
P-4
|
Additional
Disclosure Notification
|
Exhibit
Q-1
|
Form
of Back-Up Xxxxxxxx-Xxxxx
Certification
|
Exhibit
Q-2
|
Form
of Back-Up Xxxxxxxx-Xxxxx Certification to be Provided by the
Trustee
|
Exhibit
R
|
Form
of Credit Risk Management Report
|
Exhibit
S
|
Form
of Certification Regarding Servicing Criteria to be Addressed in
Report on
Assessment of Compliance
|
Exhibit
T
|
[Reserved]
|
Exhibit
U
|
Form
of Certification to be Provided by the Credit Risk
Manager
|
Exhibit
V
|
Transaction
Parties
|
Schedule
A
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
Schedule
B
|
First
Payment Default Mortgage Loans
|
v
This
TRUST AGREEMENT, dated as of August 1, 2006 (the “Agreement”), is by and among
STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
(the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”),
AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), and
OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., a Delaware corporation, as
credit
risk manager (the “Credit Risk Manager”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from 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 hereunder 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 Seller in the Mortgage Loan
Sale
Agreement and 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
and, to
the extent provided herein, any NIMS Insurer, the Swap Counterparty and
the Cap
Counterparty. The Depositor, the Trustee, the Master Servicer and the Credit
Risk Manager 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, an election shall be made that the Trust Fund (exclusive
of (i)
the Swap Agreement, (ii) the Swap Account, (iii) the right to receive
and the
obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
(iv)
the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi)
the
Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii)
any
PPTL Premium and (ix) the obligation to pay Class I Shortfalls (collectively,
the “Excluded Trust Assets”)) be treated for federal income tax purposes as
comprising four real estate mortgage investment conduits under Section
860D of
the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,”
and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any
inconsistencies or ambiguities in this Agreement or in the administration
of
this Agreement shall be resolved in a manner that preserves the validity
of such
REMIC elections.
Each
Certificate, other than the Class R and Class LT-R Certificates, represents
ownership of a regular interest in the Upper Tier REMIC for purposes
of the
REMIC Provisions. In addition, each Certificate, other than the Class
R, Class
LT-R, Class X and Class P Certificates, represents (i) the right to receive
payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class
LT-R
Certificate represents ownership of the sole Class of residual interest
in REMIC
1. The Class R Certificate represents ownership of the sole Class of
residual
interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes
of
the REMIC Provisions.
The
Upper
Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
in
REMIC 3, other than the Class LT3-R interest, and each such Lower Tier
Interest
is hereby designated as a regular interest in REMIC 3 for purposes
of the REMIC
Provisions. REMIC 3 shall hold as its assets the uncertificated Lower
Tier
Interests in REMIC 2, other than the Class LT2-R interest, and each
such Lower
Tier Interest is hereby designated as a regular interest in REMIC 2.
REMIC 2
shall hold as its assets the uncertificated Lower Tier Interests in
REMIC 1, and
each such Lower Tier Interest is hereby designated as a regular interest
in
REMIC 1. REMIC 1 shall hold as its assets the property of the Trust
Fund other
than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and
the Excluded
Trust Assets.
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 Latest Possible Maturity Date.
REMIC
1:
REMIC
1
shall issue one uncertificated interest in respect of each Mortgage
Loan held by
the Trust Fund on the Closing Date, each of which is hereby designated
as a
regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall
also issue the Class LT-R Certificate, which shall represent the sole
class of
residual interest in REMIC 1. Each REMIC 1 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 1 Regular Interest
at a rate in
excess of the Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense
of REMIC
1 all expenses of the Trust Fund for such Distribution Date, other
than any
expenses in respect of the Swap Agreement.
On
each
Distribution Date the Trustee shall distribute the aggregate Interest
Remittance
Amount (net of expenses described in the preceding paragraph) with
respect to
each of the Lower Tier Interests in REMIC 1 based on the above-described
interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance
with
the amount of the Principal Remittance Amount attributable to the Mortgage
Loan
corresponding to each such Lower Tier Interest in REMIC 1. All losses
on the
Mortgage Loans shall be allocated among the Lower Tier Interests in
REMIC 1 in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period, in the case of Principal
Prepayments in full, or during the related Collection Period, in the
case of
Principal Prepayments in part, to the Lower Tier Interest in REMIC
1
corresponding to the Mortgage Loan with respect to which such amounts
were
received.
2
REMIC
2:
The
following table sets forth the designations, principal balances and
interest
rates for each interest in REMIC 2, each of which (other than the Class
LT2-R
Lower Tier Interest) is hereby designated as a regular interest in
REMIC 2 (the
“REMIC 2 Regular Interests”):
Class
Designation
|
Initial Principal
Balance
|
Interest
Rate
|
||
LT2-A
|
$ 43,129,741.85
|
(1)
|
||
LT2-F1
|
$ 15,069,000.00
|
(2)
|
||
LT2-V1
|
$ 15,069,000.00
|
(3)
|
||
LT2-F2
|
$ 14,624,500.00
|
(2)
|
||
LT2-V2
|
$ 14,624,500.00
|
(3)
|
||
LT2-F3
|
$ 14,192,000.00
|
(2)
|
||
LT2-V3
|
$ 14,192,000.00
|
(3)
|
||
LT2-F4
|
$ 13,774,000.00
|
(2)
|
||
LT2-V4
|
$ 13,774,000.00
|
(3)
|
||
LT2-F5
|
$ 13,584,500.00
|
(2)
|
||
LT2-V5
|
$ 13,584,500.00
|
(3)
|
||
LT2-F6
|
$ 12,754,500.00
|
(2)
|
||
LT2-V6
|
$ 12,754,500.00
|
(3)
|
||
LT2-F7
|
$ 12,589,500.00
|
(2)
|
||
LT2-V7
|
$ 12,589,500.00
|
(3)
|
||
LT2-F8
|
$ 12,217,000.00
|
(2)
|
||
LT2-V8
|
$ 12,217,000.00
|
(3)
|
||
LT2-F9
|
$ 11,856,500.00
|
(2)
|
||
LT2-V9
|
$ 11,856,500.00
|
(3)
|
||
LT2-F10
|
$ 12,112,500.00
|
(2)
|
||
LT2-V10
|
$ 12,112,500.00
|
(3)
|
||
LT2-F11
|
$ 13,605,000.00
|
(2)
|
||
LT2-V11
|
$ 13,605,000.00
|
(3)
|
||
LT2-F12
|
$ 13,911,500.00
|
(2)
|
||
LT2-V12
|
$ 13,911,500.00
|
(3)
|
||
LT2-F13
|
$ 13,799,500.00
|
(2)
|
||
LT2-V13
|
$ 13,799,500.00
|
(3)
|
||
LT2-F14
|
$ 13,661,500.00
|
(2)
|
||
LT2-V14
|
$ 13,661,500.00
|
(3)
|
||
LT2-F15
|
$ 13,499,500.00
|
(2)
|
||
LT2-V15
|
$ 13,499,500.00
|
(3)
|
||
LT2-F16
|
$ 13,314,500.00
|
(2)
|
||
LT2-V16
|
$ 13,314,500.00
|
(3)
|
||
LT2-F17
|
$ 13,106,500.00
|
(2)
|
||
LT2-V17
|
$ 13,106,500.00
|
(3)
|
||
LT2-F18
|
$ 12,877,500.00
|
(2)
|
||
LT2-V18
|
$ 12,877,500.00
|
(3)
|
||
LT2-F19
|
$ 12,629,500.00
|
(2)
|
||
LT2-V19
|
$ 12,629,500.00
|
(3)
|
3
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-F20
|
$ 12,363,500.00
|
(2)
|
||
LT2-V20
|
$ 12,363,500.00
|
(3)
|
||
LT2-F21
|
$ 12,080,000.00
|
(2)
|
||
LT2-V21
|
$ 12,080,000.00
|
(3)
|
||
LT2-F22
|
$ 11,782,000.00
|
(2)
|
||
LT2-V22
|
$ 11,782,000.00
|
(3)
|
||
LT2-F23
|
$ 40,600,000.00
|
(2)
|
||
LT2-V23
|
$ 40,600,000.00
|
(3)
|
||
LT2-F24
|
$ 21,820,000.00
|
(2)
|
||
LT2-V24
|
$ 21,820,000.00
|
(3)
|
||
LT2-F25
|
$ 19,072,500.00
|
(2)
|
||
LT2-V25
|
$ 19,072,500.00
|
(3)
|
||
LT2-F26
|
$ 14,499,500.00
|
(2)
|
||
LT2-V26
|
$ 14,499,500.00
|
(3)
|
||
LT2-F27
|
$ 11,304,500.00
|
(2)
|
||
LT2-V27
|
$ 11,304,500.00
|
(3)
|
||
LT2-F28
|
$ 8,975,500.00
|
(2)
|
||
LT2-V28
|
$ 8,975,500.00
|
(3)
|
||
LT2-F29
|
$ 7,220,000.00
|
(2)
|
||
LT2-V29
|
$ 7,220,000.00
|
(3)
|
||
LT2-F30
|
$ 5,860,500.00
|
(2)
|
||
LT2-V30
|
$ 5,860,500.00
|
(3)
|
||
LT2-F31
|
$ 4,784,000.00
|
(2)
|
||
LT2-V31
|
$ 4,784,000.00
|
(3)
|
||
LT2-F32
|
$ 3,913,500.00
|
(2)
|
||
LT2-V32
|
$ 3,913,500.00
|
(3)
|
||
LT2-F33
|
$ 3,721,000.00
|
(2)
|
||
LT2-V33
|
$ 3,721,000.00
|
(3)
|
||
LT2-F34
|
$ 3,538,000.00
|
(2)
|
||
LT2-V34
|
$ 3,538,000.00
|
(3)
|
||
LT2-F35
|
$ 3,364,000.00
|
(2)
|
||
LT2-V35
|
$ 3,364,000.00
|
(3)
|
||
LT2-F36
|
$ 3,199,500.00
|
(2)
|
||
LT2-V36
|
$ 3,199,500.00
|
(3)
|
||
LT2-F37
|
$ 3,042,500.00
|
(2)
|
||
LT2-V37
|
$ 3,042,500.00
|
(3)
|
||
LT2-F38
|
$ 2,893,500.00
|
(2)
|
||
LT2-V38
|
$ 2,893,500.00
|
(3)
|
||
LT2-F39
|
$ 2,751,500.00
|
(2)
|
||
LT2-V39
|
$ 2,751,500.00
|
(3)
|
||
LT2-F40
|
$ 2,617,000.00
|
(2)
|
||
LT2-V40
|
$ 2,617,000.00
|
(3)
|
||
LT2-F41
|
$ 2,488,000.00
|
(2)
|
||
LT2-V41
|
$ 2,488,000.00
|
(3)
|
4
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-F42
|
$ 2,367,000.00
|
(2)
|
||
LT2-V42
|
$ 2,367,000.00
|
(3)
|
||
LT2-F43
|
$ 2,250,000.00
|
(2)
|
||
LT2-V43
|
$ 2,250,000.00
|
(3)
|
||
LT2-F44
|
$ 2,140,000.00
|
(2)
|
||
LT2-V44
|
$ 2,140,000.00
|
(3)
|
||
LT2-F45
|
$ 2,035,000.00
|
(2)
|
||
LT2-V45
|
$ 2,035,000.00
|
(3)
|
||
LT2-F46
|
$ 1,935,500.00
|
(2)
|
||
LT2-V46
|
$ 1,935,500.00
|
(3)
|
||
LT2-F47
|
$ 1,840,000.00
|
(2)
|
||
LT2-V47
|
$ 1,840,000.00
|
(3)
|
||
LT2-F48
|
$ 1,751,000.00
|
(2)
|
||
LT2-V48
|
$ 1,751,000.00
|
(3)
|
||
LT2-F49
|
$ 1,664,000.00
|
(2)
|
||
LT2-V49
|
$ 1,664,000.00
|
(3)
|
||
LT2-F50
|
$ 1,582,500.00
|
(2)
|
||
LT2-V50
|
$ 1,582,500.00
|
(3)
|
||
LT2-F51
|
$ 1,505,500.00
|
(2)
|
||
LT2-V51
|
$ 1,505,500.00
|
(3)
|
||
LT2-F52
|
$ 1,431,000.00
|
(2)
|
||
LT2-V52
|
$ 1,431,000.00
|
(3)
|
||
LT2-F53
|
$ 1,360,500.00
|
(2)
|
||
LT2-V53
|
$ 1,360,500.00
|
(3)
|
||
LT2-F54
|
$ 1,294,500.00
|
(2)
|
||
LT2-V54
|
$ 1,294,500.00
|
(3)
|
||
LT2-F55
|
$ 1,230,500.00
|
(2)
|
||
LT2-V55
|
$ 1,230,500.00
|
(3)
|
||
LT2-F56
|
$ 1,171,000.00
|
(2)
|
||
LT2-V56
|
$ 1,171,000.00
|
(3)
|
||
LT2-F57
|
$ 1,113,500.00
|
(2)
|
||
LT2-V57
|
$ 1,113,500.00
|
(3)
|
||
LT2-F58
|
$ 1,063,000.00
|
(2)
|
||
LT2-V58
|
$ 1,063,000.00
|
(3)
|
||
LT2-F59
|
$ 20,456,000.00
|
(2)
|
||
LT2-V59
|
$ 20,456,000.00
|
(3)
|
||
LT2-R
|
(4)
|
(4)
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the Class LT2-A Interest shall be the Net WAC Rate.
|
(2)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Net WAC Rate and (b) 2.
|
5
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the excess, if
any, of (i)
the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC
Swap
Rate for such Distribution Date.
|
(4)
|
The
Class LT2-R interest shall not have a principal amount and shall
not bear
interest. The Class LT2-R interest is hereby designated as the
sole class
of residual interest in REMIC 2.
|
On
each
Distribution Date, the Trustee shall distribute the aggregate Interest
Remittance Amount for the two Mortgage Pools (net of the expenses paid
by REMIC
1) with respect to each of the Lower Tier Interests in REMIC 2 based on
the
above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount with respect to the two Mortgage Pools with respect to
the
Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until
its
principal balance is reduced to zero, and then sequentially, to the other
Lower
Tier Interests in REMIC 2 in ascending order of their numerical class
designation, and, with respect to each pair of classes having the same
numerical
designation, in equal amounts to each such class, until the principal balance
of
each such class is reduced to zero. All losses on the Mortgage Loans shall
be
allocated among the Lower Tier Interests in REMIC 2 in the same manner
that
principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period to the Class LT2-F59 Lower
Tier
Interest.
REMIC
3:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 3, each of which (other than the Class
LT3-R
interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
Regular Interests”):
REMIC
3
Lower
Tier
Class
Designation
|
REMIC
3
Lower
Tier
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
|
|||
Class
LT3-A1
|
(1)
|
(3)
|
A1
|
|||
Class
LT3-A2
|
(1)
|
(3)
|
A2
|
|||
Class
LT3-A3
|
(1)
|
(3)
|
A3
|
|||
Class
LT3-A4
|
(1)
|
(3)
|
A4
|
|||
Class
LT3-A5
|
(1)
|
(3)
|
A5
|
|||
Class
LT3-M1
|
(1)
|
(3)
|
M1
|
|||
Class
LT3-M2
|
(1)
|
(3)
|
M2
|
|||
Class
LT3-M3
|
(1)
|
(3)
|
M3
|
|||
Class
LT3-M4
|
(1)
|
(3)
|
M4
|
|||
Class
LT3-M5
|
(1)
|
(3)
|
M5
|
|||
Class
LT3-M6
|
(1)
|
(3)
|
M6
|
|||
Class
LT3-M7
|
(1)
|
(3)
|
M7
|
|||
Class
LT3-M8
|
(1)
|
(3)
|
M8
|
|||
Class
LT3-M9
|
(1)
|
(3)
|
M9
|
|||
Class
LT3-B
|
(1)
|
(3)
|
B
|
|||
Class
LT3-Q
|
(1)
|
(4)
|
N/A
|
|||
Class
LT3-IO
|
(2)
|
(2)
|
N/A
|
|||
Class
LT3-R
|
(5)
|
(5)
|
R
|
6
__________________________
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests in REMIC 3 is a per annum
rate
equal to the weighted average of the interest rates on the Lower
Tier
Interests in REMIC 2 for such Distribution Date, provided,
however, that
for any Distribution Date on which the Class LT3-IO Interest is entitled
to a portion of the interest accruals on a Lower Tier Interest in
REMIC 2
having an “F” in its class designation, as described in footnote two
below, such weighted average shall be computed by first subjecting
the
rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap
LIBOR
for such Distribution Date.
|
(2)
|
The
Class LT3-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class LT3-IO shall be entitled to interest accrued
on
the Lower Tier Interest in REMIC 2 listed in the second column in
the
table below at a per annum rate equal to the excess, if any, of (i)
the
interest rate for such Lower Tier Interest in REMIC 2 for such
Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
Distribution
Dates
|
REMIC
2
Class Designation
|
2
|
Class
LT2-F1
|
2-3
|
Class
LT2-F2
|
2-4
|
Class
LT2-F3
|
2-5
|
Class
LT2-F4
|
2-6
|
Class
LT2-F5
|
2-7
|
Class
LT2-F6
|
2-8
|
Class
LT2-F7
|
2-9
|
Class
LT2-F8
|
2-10
|
Class
LT2-F9
|
2-11
|
Class
LT2-F10
|
2-12
|
Class
LT2-F11
|
2-13
|
Class
LT2-F12
|
2-14
|
Class
LT2-F13
|
2-15
|
Class
LT2-F14
|
2-16
|
Class
LT2-F15
|
2-17
|
Class
LT2-F16
|
2-18
|
Class
LT2-F17
|
2-19
|
Class
LT2-F18
|
2-20
|
Class
LT2-F19
|
2-21
|
Class
LT2-F20
|
2-22
|
Class
LT2-F21
|
2-23
|
Class
LT2-F22
|
2-24
|
Class
LT2-F23
|
2-25
|
Class
LT2-F24
|
2-26
|
Class
LT2-F25
|
2-27
|
Class
LT2-F26
|
2-28
|
Class
LT2-F27
|
2-29
|
Class
LT2-F28
|
2-30
|
Class
LT2-F29
|
2-31
|
Class
LT2-F30
|
2-32
|
Class
LT2-F31
|
2-33
|
Class
LT2-F32
|
2-34
|
Class
LT2-F33
|
2-35
|
Class
LT2-F34
|
2-36
|
Class
LT2-F35
|
2-37
|
Class
LT2-F36
|
2-38
|
Class
LT2-F37
|
7
2-39
|
Class
LT2-F38
|
2-40
|
Class
LT2-F39
|
2-41
|
Class
LT2-F40
|
2-42
|
Class
LT2-F41
|
2-43
|
Class
LT2-F42
|
2-44
|
Class
LT2-F43
|
2-45
|
Class
LT2-F44
|
2-46
|
Class
LT2-F45
|
2-47
|
Class
LT2-F46
|
2-48
|
Class
LT2-F47
|
2-49
|
Class
LT2-F48
|
2-50
|
Class
LT2-F49
|
2-51
|
Class
LT2-F50
|
2-52
|
Class
LT2-F51
|
2-53
|
Class
LT2-F52
|
2-54
|
Class
LT2-F53
|
2-55
|
Class
LT2-F54
|
2-56
|
Class
LT2-F55
|
2-57
|
Class
LT2-F56
|
2-58
|
Class
LT2-F57
|
2-59
|
Class
LT2-F58
|
2-60
|
Class
LT2-F59
|
(3)
|
This
interest shall have an initial class principal amount equal to one-half
of
the initial Class Principal Amount of its Corresponding Class of
Certificates.
|
(4)
|
This
interest shall have an initial class principal amount equal to the
excess
of (i) the Aggregate Pool Balance as of the Cut-off Date, over (ii)
the
aggregate initial class principal amount of each other regular interest
in
REMIC 3.
|
(5)
|
The
Class LT3-R interest is the sole class of residual interests in REMIC
3.
It does not have an interest rate or a principal
balance.
|
On
each
Distribution Date, interest shall be distributed on the Lower Tier Interests
in
REMIC 3 based on the above-described interest rates,
provided,
however,
that
interest that accrues on the Class LT3-Q Interest shall be deferred in an amount
equal to one-half of the increase, if any, in the Overcollateralization Amount
for such Distribution Date. Any interest so deferred shall itself bear interest
at the interest rate for the Class LT3-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the other
Lower Tier Interests in REMIC 3 having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the Lower Tier Interests in REMIC 3 in the following order
of
priority:
(a)
First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class
LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9 and Class LT3-B
Interests until the principal balance of each such Lower Tier Interest equals
one-half of the Class Principal Amount of the Corresponding Class of
Certificates immediately after such Distribution Date; and
8
(b)
Second, to the Class LT3-Q Interest, any remaining amounts.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the Class LT2-F59 Lower
Tier
Interest in REMIC 2 on such Distribution Date to the Class LT3-Q
Interest
The
Certificates:
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount and minimum denomination for
each
Class of Certificates comprising interests in the Trust Fund created hereunder.
Class
Designation
|
Certificate
Interest
Rate
|
Initial
Class
Principal
Amount
|
Minimum
Denomination
|
|||
Class A1
|
(1)
|
$132,184,000
|
$ 25,000
|
|||
Class A2
|
(2)
|
$416,516,000
|
$ 25,000
|
|||
Class A3
|
(3)
|
$ 71,299,000
|
$ 25,000
|
|||
Class A4
|
(4)
|
$176,096,000
|
$ 25,000
|
|||
Class A5
|
(5)
|
$ 74,063,000
|
$ 25,000
|
|||
Class M1
|
(6)
|
$ 35,688,000
|
$100,000
|
|||
Class M2
|
(7)
|
$ 29,391,000
|
$100,000
|
|||
Class M3
|
(8)
|
$ 17,844,000
|
$100,000
|
|||
Class M4
|
(9)
|
$ 15,745,000
|
$100,000
|
|||
Class M5
|
(10)
|
$ 15,745,000
|
$100,000
|
|||
Class M6
|
(11)
|
$ 14,170,000
|
$100,000
|
|||
Class M7
|
(12)
|
$ 13,120,000
|
$100,000
|
|||
Class M8
|
(13)
|
$ 8,397,000
|
$100,000
|
|||
Class M9
|
(14)
|
$ 6,823,000
|
$100,000
|
|||
Class B
|
(15)
|
$ 10,497,000
|
$100,000
|
|||
Class X
|
(16)
|
(16)
|
10%
|
|||
Class R
|
(17)
|
(17)
|
100%
|
|||
Class P
|
(18)
|
$100 (19)
|
10%
|
|||
Class LT-R
|
(20)
|
(20)
|
100%
|
__________
(1)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.105% and (ii) with
respect to
any Distribution Date on which the Class Principal Amounts of the
Group 2
Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the
Class
Principal Amounts of the Group 2 Senior Certificates have been
reduced to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class A1 Certificates
will be LIBOR plus 0.210%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
A1 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A1 Certificates if the REMIC 3
Net Funds
Cap were substituted for the Net Funds Cap shall be treated as
having been
paid by the Class A1 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
9
(2)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.040% and (ii) with
respect to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the
Class
Principal Amount of the Class A1 Certificates has been reduced
to zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class A2 Certificates
will be LIBOR plus 0.080%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
A2 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A2 Certificates if the REMIC 3
Net Funds
Cap were substituted for the Net Funds Cap shall be treated as
having been
paid by the Class A2 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(3)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.110% and (ii) with
respect to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the
Class
Principal Amount of the Class A1 Certificates has been reduced
to zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class A3 Certificates
will be LIBOR plus 0.220%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
A3 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A3 Certificates if the REMIC 3
Net Funds
Cap were substituted for the Net Funds Cap shall be treated as
having been
paid by the Class A3 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(4)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class A4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.140% and (ii) with
respect to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the
Class
Principal Amount of the Class A1 Certificates has been reduced
to zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class A4 Certificates
will be LIBOR plus 0.280%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
A4 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A4 Certificates if the REMIC 3
Net Funds
Cap were substituted for the Net Funds Cap shall be treated as
having been
paid by the Class A4 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
10
(5)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class A5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.310% and (ii) with
respect to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the
Class
Principal Amount of the Class A1 Certificates has been reduced
to zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class A5 Certificates
will be LIBOR plus 0.620%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
A5 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A5 Certificates if the REMIC 3
Net Funds
Cap were substituted for the Net Funds Cap shall be treated as
having been
paid by the Class A5 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(6)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.280% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M1 Certificates
will be LIBOR plus 0.420%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M1 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M1
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M1 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(7)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.300% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M2 Certificates
will be LIBOR plus 0.450%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M2 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M2
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M2 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(8)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M3 Certificates
will be LIBOR plus 0.480%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M3 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M3
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M3 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
11
(9)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.370% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M4 Certificates
will be LIBOR plus 0.555%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M4 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M4
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M4 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(10)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.380% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M5 Certificates
will be LIBOR plus 0.570%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M5 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M5
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M5 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(11)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M6 Certificates
will be LIBOR plus 0.675%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M6 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M6
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M6 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n) hereof.
|
12
(12)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.800% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M7 Certificates
will be LIBOR plus 1.200%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M7 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M7
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M7 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(13)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.950% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M8 Certificates
will be LIBOR plus 1.425%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M8 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M8
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M8 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.900% and (ii) the
Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class M9 Certificates
will be LIBOR plus 2.850%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M9 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M9
Certificates if the REMIC 3 Net Funds Cap were substituted for
the
Subordinate Net Funds Cap shall be treated as having been paid
by the
Class M9 Certificateholders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(15)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class B Certificates is the per
annum rate
equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net
Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate
calculated
pursuant to clause (i) above with respect to the Class B Certificates
will
be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the
reference
to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
therefore,
on any Distribution Date on which the Certificate Interest Rate
for the
Class B Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from
the Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on
the Class
B Certificates is based on the Subordinate Net Funds Cap, the amount
of
interest that would have accrued on the Class B Certificates if
the REMIC
3 Net Funds Cap were substituted for the Subordinate Net Funds
Cap shall
be treated as having been paid by the Class B Certificateholders
to the
Supplemental Interest Trust, all pursuant to and as further provided
in
Section 10.01(n) hereof.
|
13
(16)
|
For
purposes of the REMIC Provisions, Class X shall have an initial
principal
balance of $12,071,741.85, and the right to receive distributions
of such
amount represents a regular interest in the Upper Tier REMIC. The
Class X
Certificate shall also comprise two notional components, each of
which
represents a regular interest in the Upper Tier REMIC. The first
such
component has a notional balance that will at all times equal the
aggregate of the Class Principal Amounts of the Lower Tier Interests
in
REMIC 3, and, for each Distribution Date (and the related Accrual
Period)
this notional component shall bear interest at a per annum rate
equal to
the excess, if any, of (i) (a) the weighted average of the interest
rates
on the Lower Tier Interests in REMIC 3 (other than any interest-only
regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii)
the Adjusted Lower Tier WAC. The second notional component represents
the
right to receive all distributions in respect of the Class LT3-IO
Interest
in REMIC 3 (the “Class LT4-I” interest). In addition, for purposes of the
REMIC Provisions, the Class X Certificate shall represent beneficial
ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental
Interest Trust, including the Swap Agreement, the Swap Account,
the
Interest Rate Cap Agreement and the Interest Rate Cap Account,
(iii) any
PPTL Premiums and (iv) an interest in the notional principal contracts
described in Section 10.01(n)
hereof.
|
(17)
|
The
Class R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class R Certificate
represents ownership of the residual interest in the Upper Tier
REMIC, as
well as ownership of the Class LT2-R Interest and Class LT3-R Interest.
The Class R Certificate will be issued as a single Certificate
evidencing
the entire Percentage Interest in such
Class.
|
(18)
|
The
Class P Certificates shall not bear interest at a stated rate.
Prepayment
Premiums paid with respect to the Mortgage Loans shall be paid
to the
Holders of the Class P Certificates as provided in Section 5.02(i).
For
purposes of the REMIC Provisions, Class P shall represent a regular
interest in the Upper Tier REMIC.
|
(19)
|
The
Class P Certificates will have an initial Class P Principal Amount
of
$100.
|
(20)
|
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 1. The Class
LT-R
Certificate will 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
$1,049,649,741.85.
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Credit Risk Manager, 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).
14
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 or the Master Servicer, or (y) as provided
in
the Servicing Agreement, to the extent applicable to the Servicer.
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.
Accrual
Period:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
period beginning on the Distribution Date in the calendar month immediately
preceding the month in which the related Distribution Date occurs (or, in
the
case of the first Distribution Date, beginning on August 25, 2006) and ending
on
the day immediately preceding the related Distribution Date, as calculated
in
accordance with Section 1.03.
Act:
As
defined in Section 3.03(c).
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
Servicer:
Each
affiliate of the Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of the Servicer, who Services 10% or more
of the
Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement.
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for the adjustment
of the Mortgage Rate applicable thereto.
Adjusted
Lower Tier WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
LT3-B and Class LT3-Q Interests, weighted in proportion to their Class Principal
Amounts as of the beginning of the related Accrual Period and computed by
subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by
subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class LT3-A3,
Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class
LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9
and
Class LT3-B Interests to a cap that corresponds to the Certificate Interest
Rate
(determined by substituting the REMIC 3 Net Funds Cap for the applicable
Net
Funds Cap) for the Corresponding Class of Certificates; provided,
however,
that
for each Class of LIBOR Certificates, the Certificate Interest Rate shall
be
multiplied by an amount equal to (a) the actual number of days in the Accrual
Period, divided by (b) 30.
15
Advance:
With
respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an
advance of the aggregate of payments (other than Balloon Payments) of principal
and interest (net of the Servicing Fee) on one or more Mortgage Loans that
were
due on a Due Date in the related Collection 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 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 Servicer (or by the Trustee as successor to the Master Servicer),
to
be recoverable from collections or recoveries in respect of such Mortgage
Loans.
With respect to a Simple Interest Mortgage Loan, an advance of an amount
equal
to the interest accrual on such Simple Interest Mortgage Loan through the
related Due Date but not received as of the close of business on the related
Distribution Date (net of the Servicing Fee) required to be made by or on
behalf
of the Master Servicer or the 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
Servicer (or by the Trustee as successor to the Master Servicer), to be
recoverable from collections or recoveries in respect of such Simple Interest
Mortgage Loans.
Adverse
REMIC Event:
Either
(i) the loss of status as a REMIC, within the meaning of Section 860D of
the
Code, for any group of assets identified as a REMIC in the Preliminary Statement
to this Agreement, or (ii) the imposition of any tax, including the tax imposed
under Section 860F(a)(1) on prohibited transactions and the tax imposed under
Section 860G(d) on certain contributions to a REMIC, on any REMIC created
hereunder to the extent such tax would be payable from assets held as part
of
the Trust Fund.
Affected
Party:
As
defined in the Swap Agreement.
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
Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the aggregate of the
Principal Remittance Amounts for each Mortgage Pool for such Distribution
Date
and (y) the amount, if any, by which (i) the Overcollateralization Amount
for
such date, calculated for this purpose on the basis of the assumption that
100%
of the aggregate of the Principal Remittance Amounts for such Distribution
Date
is applied on such date in reduction of the aggregate Certificate Principal
Amount of the Certificates, exceeds (ii) the Targeted Overcollateralization
Amount for such Distribution Date.
Aggregate
Pool Balance:
As of
any date of determination, the aggregate of the Pool Balances of Pool 1 and
Pool
2 on such date.
16
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.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the
day
after the end of the preceding Anniversary Year and ending on the next
succeeding anniversary of the Closing Date.
Applied
Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the aggregate
Certificate Principal Amount of the LIBOR Certificates after giving effect
to
distributions of principal on such Distribution Date, but before giving effect
to any application of the Applied Loss Amount with respect to such date,
exceeds
(y) the Aggregate Pool Balance for such Distribution Date.
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
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
neither the Custodian nor the Trustee shall 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 on behalf of the
Depositor.
B
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in each case
after
giving effect to distributions on such Distribution Date and (ii) the Class
Principal Amount of the Class B Certificates immediately prior to such
Distribution Date exceeds (y) the B Target Amount.
B
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 97.70% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(ii)
the Overcollateralization Floor.
17
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:
As 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
Bankruptcy Code or any other similar state laws.
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Payment:
With
respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall
for
such Distribution Date, (ii) any Unpaid Basis Risk Shortfall from previous
Distribution Dates and (iii) any Required Reserve Fund Deposit for such
Distribution Date. The amount of the Basis Risk Payment for any Distribution
Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
for
distribution pursuant to Section 5.02(f)(iv) of this Agreement.
Basis
Risk Reserve Fund:
A fund
created as part of the Trust Fund pursuant to Section 5.06 of this Agreement
but
which is not an asset of any of the REMICs.
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of LIBOR Certificates, the
amount
by which the amount of interest calculated at the Certificate Interest
Rate
applicable to such Class for such date, determined without regard to the
Pool 1
Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
for such date but subject to a cap equal to the applicable Maximum Interest
Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds
Cap,
Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Depositor and the Trustee to the
effect
that any proposed transfer of Certificates will not (i) cause the assets
of the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor
or the Trustee, respectively.
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, each Class of LIBOR Certificates
constitutes Book-Entry Certificates.
18
Bulk
PMI Policy:
Not
applicable.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in New York, New York or, if other than New York or the city in which the
principal office of the Corporate Trust Office of the Trustee is located,
or the
States of Massachusetts, Minnesota or Colorado are closed, or (iii) with
respect
to the Servicer Remittance Date or the Servicer reporting date, the States
specified in the definition of “Business Day” in the Servicing Agreement, are
authorized or obligated by law or executive order to be closed.
Cap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Interest Rate
Cap
Agreement, and any successor in interest or assigns. Initially, the Cap
Counterparty shall be Wachovia Bank, National Association.
Cap
Replacement Receipts:
As
defined in Section 5.09(b).
Cap
Replacement Receipts Account:
As
defined in Section 5.09(b).
Cap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Interest Rate
Cap Agreement, the payment required to be made by the Cap Counterparty
to the
Supplemental Interest Trust pursuant to the terms of the Interest Rate
Cap
Agreement, and any unpaid amounts due on previous Interest Rate Cap Payment
Dates and accrued interest thereon as provided in the Interest Rate Cap
Agreement, as calculated by the Cap Counterparty and furnished to the
Trustee.
Cap
Termination Receipts:
As
defined in Section 5.09(b).
Cap
Termination Receipts Account:
As
defined in Section 5.09(b).
Carryforward
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the
sum of
(i) the amount, if any, by which (x) the sum of (A) Current Interest for
such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds
(y) the amount distributed in respect of interest on such Class on such
immediately preceding Distribution Date, and (ii) interest on such amount
for
the related Accrual Period at the applicable Certificate Interest
Rate.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
the
forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of
Section
4.04.
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described under the heading “The Certificates” in
the Preliminary Statement hereto.
19
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).
Certificate
Principal Amount:
With
respect to any LIBOR Certificate, the initial Certificate Principal Amount
thereof on the Closing Date, less the amount of all principal distributions
previously distributed with respect to such Certificate and, in the case
of the
Subordinate Certificates, any Applied Loss Amount previously allocated
to such
Certificate; provided,
however,
that on
each Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Subordinate Certificates whose
Certificate Principal Amount has previously been reduced by application
of
Applied Loss Amounts will be increased, sequentially, in order of seniority,
by
an amount (to be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such Distribution Date and (2) the
total
amount of any Subsequent Recovery distributed on such Distribution Date
to
Certificateholders, after application for this purpose to any more senior
Classes of Certificates. The Class X, Class R and Class LT-R Certificates
are
issued without Certificate Principal Amounts. The Class P Certificates
are
issued with an initial Class P Principal Amount of $100.
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).
Certifying
Person:
As
defined in Section 6.20(e)(iv).
Civil
Relief Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
statute.
Class:
All
Certificates, in the case of REMIC 4, all interests bearing the same class
designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all Lower
Tier
Interests, bearing the same class designation.
Class
I Shortfalls:
As
defined in Section 10.01(n) hereof. For purposes of clarity, the Class
I
Shortfall for any Distribution Date shall equal the amount payable to the
Swap
Counterparty on such Distribution Date in excess of the amount payable
on the
Class LT4-I interest in the Upper Tier REMIC on such Distribution Date,
all as
further provided in Section 10.01(n) hereof.
Class
LT-R Certificate:
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 ownership of the residual interest in REMIC
1.
Class
M Certificates:
Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6,
Class M7, Class M8 and Class M9 Certificates.
20
Class
M1 Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount
of the
Offered Subordinate Certificates (other than the Class M1 Certificates)
and the
Class B Certificates and the Overcollateralization Amount for such Distribution
Date (which, for purposes of this definition only, will not be less than
zero)
and the denominator of which is the Aggregate Pool Balance for such Distribution
Date, in each case after giving effect to distributions on such Distribution
Date.
Class
Notional Amount:
Not
applicable.
Class
P Principal Amount:
As of
the Closing Date, $100.
Class
Principal Amount:
With
respect to any Class of LIBOR Certificates and any date of determination,
the
aggregate of the Certificate Principal Amounts of all Certificates of
such Class
on such date. With respect to the Class X, Class P, Class LT-R and Class
R
Certificates, zero. With respect to any Lower Tier Interest, the initial
Class
Principal Amount as shown or described in the table set forth in the
Preliminary
Statement to this Agreement for the issuing REMIC, as reduced by principal
distributed with respect to such Lower Tier Interest and Realized Losses
allocated to such Lower Tier Interest.
Class
R Certificate:
Each
Class 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 ownership of the Class LT2-R Interest, Class LT3-R
Interest
and the residual interest in the Upper Tier REMIC.
Class
X Distributable Amount:
With
respect to any Distribution Date, the amount of interest that has accrued
on the
Class X Notional Balance, as described in the Preliminary Statement,
but that
has not been distributed prior to such date. In addition, such amount
shall
include the initial Overcollateralization Amount of $12,071,641.85
($12,071,741.85 less $100 of such amount allocated to the Class P Certificates)
to the extent such amount has not been distributed on an earlier Distribution
Date as part of the Aggregate Overcollateralization Release Amount.
Class
X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the
aggregate
principal balance of the regular interests in REMIC 3 as specified in
the
Preliminary Statement hereto.
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:
August
30, 2006.
21
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.
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Collection
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.
Commission:
The
United States Securities and Exchange Commission.
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 Servicer with
respect
to such Distribution Date. The Master Servicer shall not be responsible
for
making any Compensating Interest Payment.
Controlling
Person:
With
respect to any Person, any other Person who “controls” such Person within the
meaning of the Securities Act.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
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.
22
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
The
principal corporate trust office of the Trustee at which, at any particular
time, its corporate trust business shall be administered, which office
at the
date hereof is located at Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX
00000,
Attention: Structured Finance—FFMLT 2006-FF12.
Corresponding
Class:
The
Class of Certificates that corresponds to a Class of interests in REMIC
3 or
REMIC 4, as provided in the Preliminary Statement.
Credit
Risk Manager:
OfficeTiger Global Real Estate Services Inc., a Delaware corporation,
and its
successors and assigns.
Credit
Risk Manager’s Fee:
With
respect to any Distribution Date and each Mortgage Loan, an amount
equal to the
product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
Scheduled Principal Balance of such Mortgage Loan as of the first day
of the
related Collection Period; provided, however, that such amount shall
not be less
than $1,500.00 on each Distribution Date.
Credit
Risk Manager’s Fee Rate:
0.010%
per annum.
Cumulative
Loss Trigger Event:
A
Cumulative Loss Trigger Event shall have occurred with respect to any
Distribution Date if the fraction, expressed as a percentage, obtained
by
dividing (x) the aggregate amount of cumulative Realized Losses incurred
on the
Mortgage Loans from the Cut-off Date through the last day of the related
Collection Period by (y) the Cut-off Date Balance exceeds the applicable
percentages described below with respect to such Distribution Date:
Distribution
Date
|
Loss
Percentage
|
September
2008 to August 2009
|
1.25%
for the first month, plus
an
additional 1/12th
of
1.55% for each month thereafter
|
September
2009 to August 2010
|
2.80%
for the first month, plus
an
additional 1/12th
of
1.55% for each month thereafter
|
September
2010 to August 2011
|
4.35%
for the first month, plus
an
additional 1/12th
of
1.30% for each month thereafter
|
September
2011 to August 2012
|
5.65%
for the first month, plus
an
additional 1/12th
of
0.65% for each month thereafter
|
September
2012 and thereafter
|
6.30%
|
Current
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date,
the
aggregate amount of interest accrued at the applicable Certificate
Interest Rate
during the related Accrual Period on the Class Principal Amount of
such Class
immediately prior to such Distribution Date.
23
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and
maintained by
the Servicer pursuant to the Servicing Agreement.
Custodial
Agreement:
The
custodial agreement identified on Exhibit K hereto, and any custodial
agreement
subsequently executed by the Trustee and acknowledged by the Master
Servicer
substantially in the form thereof.
Custodian:
The
Custodian appointed by the Trustee pursuant to the Custodial Agreement,
and any
successor thereto. The initial Custodian is U.S. Bank National
Association.
Cut-off
Date:
August
1, 2006.
Cut-off
Date Balance:
The
Aggregate Pool Balance 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, or in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Swap Agreement.
Deferred
Amount:
With
respect to any Distribution Date and each Class of the Subordinate
Certificates,
the amount by which (x) the aggregate of Applied Loss Amounts previously
applied
in reduction of the Class Principal Amount thereof exceeds (y) the
sum of (1)
the aggregate of amounts previously reimbursed in respect thereof
and (2) the
amount by which the Class Principal Amount of such Class has been
increased due
to any Subsequent Recovery.
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.
Delinquency
Event:
A
Delinquency Event will have occurred if with respect to any Distribution
Date
prior to the Distribution Date on which the aggregate Class Principal
Amount of
the Senior Certificates has been reduced to zero, the Rolling Three
Month
Delinquency Rate as of the last day of the immediately preceding
calendar month
equals or exceeds (1) 41.65% of the Senior Enhancement Percentage
for such
Distribution Date or (2) with respect to any Distribution Date on
which the
aggregate Class Principal Amount of the Senior Certificates has been
reduced to
zero, 58.00% of the Class M1 Enhancement Percentage.
Delinquency
Rate:
With
respect to any calendar month, the fraction, expressed as a percentage,
the
numerator of which is the aggregate outstanding principal balance
of all
Mortgage Loans 60 days Delinquent or more (including all foreclosures,
bankruptcies and REO Properties) as of the close of business on the
last day of
such month, and the denominator of which is the Aggregate Pool Balance
as of the
close of business on the last day of such month.
24
Delinquent:
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business
on the Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day
of the month
immediately succeeding the month in which such payment was first
due, or, if
there is no such corresponding day (e.g.,
as when
a 30-day month follows a 31-day month in which a payment was due
on the 31st day
of such month), then on the last day of such immediately succeeding
month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation having
its
principal place of business in New York, or its successors in
interest.
Determination
Date:
With
respect to each Distribution Date, the 18th day of the month in which
such
Distribution Date occurs, or, if such 18th day is not a Business
Day, the next
succeeding Business Day.
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 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 September 2006.
Distribution
Date Statement:
As
defined in Section 4.03(a).
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment
is due under
the related Mortgage Note.
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.
25
Eligible
Investments:
Any one
or more of the following obligations or securities:
(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 Investor 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 (a)
one of the two highest short-term credit rating categories of each
Rating Agency
and (b) the highest short-term rating category of Fitch; 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 Pool 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 rating category;
26
(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
(viii)
any other demand, money market, 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 assigned by each Rating
Agency of
any of the Certificates or the NIM Securities and has a short term
rating of at
least “A-1” or its equivalent by each Rating Agency. Such investments in this
subsection (viii) may include money market mutual funds or common
trust funds,
including any fund for which U.S. Bank National Association (the
“Bank”) in its
capacity other than as Trustee, the Trustee, the Master Servicer,
any NIMS
Insurer or an affiliate thereof serves as an investment advisor,
administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Bank, the Trustee, the Master Servicer, any NIMS Insurer
or any
affiliate thereof charges and collects fees and expenses from such
funds for
services rendered, (y) the Bank, the Trustee, the Master Servicer,
any NIMS
Insurer or any 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
specifically authorizes the Bank or an affiliate thereof to charge
and collect
from the Trustee 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.
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 B, Class P, Class X, Class R or Class LT-R Certificate, and
any Offered
Certificate which does not have a rating of BBB- or above or Baa3
or above.
ERISA-Restricted
Trust Certificate:
Any
Senior Certificate or Class M Certificate.
27
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by the
Servicer
satisfying the requirements of the Servicing Agreement.
Escrow
Account:
Any
account established and maintained by the Servicer pursuant to the
Servicing
Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
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.
Excluded
Trust Assets:
As
described in the Preliminary Statement.
Xxxxxx
Xxx or FNMA:
Xxxxxx
Mae, f/k/a/ 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.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by the Servicer satisfying
the
requirements of the Servicing Agreement.
Final
Scheduled Distribution Date:
With
respect to each Class of Certificates, the Distribution Date occurring
in
September 2036.
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.
First
Payment Default Loan:
Any
Mortgage Loans which do not make first payments due to the Seller
within the
time frame required under the PPTLS.
Fitch:
Fitch
Ratings, Inc., or any successor in interest.
Fixed
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for
a fixed rate of
interest throughout the term of such Note.
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.
28
Xxxxxxx
Mac or FHLMC:
Xxxxxxx
Mac, f/k/a 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.
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:
The
Group 1 Senior Certificates or the Group 2 Senior Certificates, as
the context
requires.
Group
1 Senior Certificates:
The
Class A1 Certificates.
Group
2 Senior Certificates:
Collectively, the Class A2, Class A3, Class A4 and Class A5
Certificates.
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, the Servicer
or the Credit
Risk Manager 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 and any NIMS Insurer may request and conclusively rely
on
certifications by the Depositor, the Master Servicer, the Servicer
or the Credit
Risk Manager in determining whether any Certificates are registered
to an
Affiliate of the Depositor, the Master Servicer, the Servicer or
the Credit Risk
Manager. After a Section 7.01(c) Purchase Event, other than in Sections
5.02(b)
through (g) and 11.03(a) and (b) and, except in the case of the Class
LT-R
Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.09 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 Uncertificated
REMIC 1
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, (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 and (d)
is not a member
of the immediate family of a Person defined in clause (b) or (c)
above.
29
Index:
The
index specified in the related Mortgage Note for calculation of
the Mortgage
Rate thereof.
Initial
LIBOR Rate:
5.32438%.
Initial
Optional Termination Date:
The
first Distribution Date following the date on which the Aggregate
Pool Balance
is less than 5.00% of the Cut-off Date Balance.
Insurance
Fee Rate:
Not
applicable.
Insurance
Policy:
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 the Servicer or Master Servicer
in
connection with procuring such proceeds, (ii) to be applied to
restoration or
repair of the related Mortgaged Property or (iii) required to be
paid over to
the Mortgagor pursuant to the law or the related Mortgage Note.
Interest
Rate Cap Account:
The
account created pursuant to Section 5.07(b).
Interest
Rate Cap Agreement:
The
interest rate cap agreement dated August 30, 2006 entered into
by the
Supplemental Interest Trust, which agreement provides for the monthly
payment
specified therein to the Trustee (for the benefit of the Certificateholders)
commencing with the Distribution Date in August 2007 and ending
on the
Distribution Date in August 2011, by the Cap Counterparty, but
subject to the
conditions set forth therein together with any schedules, confirmations
or other
agreements relating thereto, attached hereto as Exhibit N.
Interest
Rate Cap Amount:
With
respect to each Distribution Date, the amount of any Interest Rate
Cap Payment
deposited into the Interest Rate Cap Account.
Interest
Rate Cap Payment:
With
respect to each Distribution Date, any payment required to be made
by the Cap
Counterparty to the Supplemental Interest Trust pursuant to the
terms of the
Interest Rate Cap Agreement.
Interest
Rate Cap Payment Date:
For so
long as the Interest Rate Cap Agreement is in effect or any amounts
remain
unpaid thereunder, the Business Day immediately preceding each
Distribution
Date.
30
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount
equal to (a)
the sum of (1) all interest collected (other than Payaheads and
Prepayment
Premiums) or advanced in respect of Scheduled Payments on the Mortgage
Loans in
such Mortgage Pool during the related Collection Period by the
Servicer, the
Master Servicer or the Trustee (solely in its capacity as successor
master
servicer), minus
(x) the
Servicing Fee with respect to such Mortgage Loans in such Mortgage
Pool and (y)
previously unreimbursed Advances due to the Servicer, the Master
Servicer or the
Trustee (solely in its capacity as successor master servicer) to
the extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans to the extent
allocable
to interest, (2) any amounts actually paid by the Servicer with
respect to
Prepayment Interest Shortfalls and any Compensating Interest Payments
with
respect to such Mortgage Loans and the related Prepayment Period,
(3) the
portion of any Purchase Price (or PPTL Purchase Price (excluding
PPTL Premium)
payable with respect to a First Payment Default Loan) or Substitution
Amount
paid with respect to such Mortgage Loans during the related Prepayment
Period
allocable to interest and (4) all Net Liquidation Proceeds, Subsequent
Recoveries, Insurance Proceeds and any other recoveries collected
with respect
to such Mortgage Loans during the related Prepayment Period, to
the extent
allocable to interest, for each Mortgage Pool, as
reduced by (b)
the
product of (i) the applicable Pool Percentage for such Distribution
Date and
(ii) any other costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer, the Custodian and the Servicer to the extent
provided in
this Agreement, the Servicing Agreement and the Custodial Agreement;
provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee
payable from
the Interest Remittance Amount and Principal Remittance Amount
may not exceed
$200,000 during any Anniversary Year. In the event that the Trustee
incurs
reimbursable amounts in excess of $200,000, it may seek reimbursement
for such
amounts in subsequent Anniversary Years, but in no event shall
more than
$200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
the
foregoing, costs and expenses incurred by the Trustee pursuant
to Section
6.14(a) in connection with any transfer of servicing shall be excluded
from the
$200,000 per Anniversary Year limit on reimbursable amounts. For
the avoidance
of doubt, (i) the Interest Remittance Amount available on each
Swap Payment Date
for distributions to the Swap Account shall be equal to the Interest
Remittance
Amount on the related Distribution Date and (ii) the Interest Remittance
Amount
for each Distribution Date shall be calculated without regard to
any
distributions to the Swap Account on the related Swap Payment Date.
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer
or
equivalent instrument.
Latest
Possible Maturity Date:
The
Distribution Date occurring in September 2041.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
(a)
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.
(b)
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 any 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 (a copy of which shall be furnished to the Trustee and
any NIMS
Insurer), 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.
31
(c)
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
Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class
M2, Class M3,
Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 or
Class B
Certificate.
LIBOR
Determination Date:
The
second LIBOR Business Day immediately preceding the commencement
of each Accrual
Period for any LIBOR Certificate.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the Master Servicer or the
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, including,
without
limitation, foreclosure and rehabilitation expenses, legal expenses
and
unreimbursed amounts, if any, 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, payment in full, discounted payoff 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.
Loan
Performance Advisor Agreement:
The
agreement dated as of June 30, 2005, entered into by the Credit
Risk Manager and
LBH.
Loan
Performance Monitoring Agreement:
The
agreement dated as of August 30, 2006 entered into by the Credit
Risk Manager
and the Servicer.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the ratio of the principal balance
of such
Mortgage Loan at origination, or such other date as is specified,
to the
Original Value of the related Mortgaged Property.
Lower
Tier Interest:
As
described in the Preliminary Statement.
32
Lower
Tier REMIC 1 Uncertificated Regular Interests:
Lower
Tier Interests of REMIC 1 constituting regular interests held
in uncertificated
form pursuant to a Section 7.01(c) Purchase Event.
LPMI
Policy:
Not
applicable.
LTURI-holder:
The
holder of Lower Tier REMIC 1 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.
M1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates after giving effect to distributions
on such
Distribution Date and (ii) the Class Principal Amount of the
Class M1
Certificates immediately prior to such Distribution Date exceeds
(y) the M1
Target Amount.
M1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 72.60% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1 Certificates, in
each case after
giving effect to distributions on such Distribution Date and
(ii) the Class
Principal Amount of the Class M2 Certificates immediately prior
to such
Distribution Date exceeds (y) the M2 Target Amount.
M2
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 78.20% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M3
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1 and Class M2 Certificates,
in each
case after giving effect to distributions on such Distribution
Date and (ii) the
Class Principal Amount of the Class M3 Certificates immediately
prior to such
Distribution Date exceeds (y) the M3 Target Amount.
M3
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 81.60% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2 and Class
M3 Certificates,
in each case after giving effect to distributions on such Distribution
Date and
(ii) the Class Principal Amount of the Class M4 Certificates
immediately prior
to such Distribution Date exceeds (y) the M4 Target Amount.
M4
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 84.60% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class
M3 and Class M4
Certificates, in each case after giving effect to distributions
on such
Distribution Date and (ii) the Class Principal Amount of the
Class M5
Certificates immediately prior to such Distribution Date exceeds
(y) the M5
Target Amount.
M5
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 87.60% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M6
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class
M3, Class M4 and
Class M5 Certificates, in each case after giving effect to
distributions on such
Distribution Date and (ii) the Class Principal Amount of the
Class M6
Certificates immediately prior to such Distribution Date exceeds
(y) the M6
Target Amount.
M6
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 90.30% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class
M3, Class M4, Class
M5 and Class M6 Certificates, in each case after giving effect
to distributions
on such Distribution Date and (ii) the Class Principal Amount
of the Class M7
Certificates immediately prior to such Distribution Date exceeds
(y) the M7
Target Amount.
34
M7
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 92.80% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M8
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class
M3, Class M4, Class
M5, Class M6 and Class M7 Certificates, in each case after
giving effect to
distributions on such Distribution Date and (ii) the Class
Principal Amount of
the Class M8 Certificates immediately prior to such Distribution
Date exceeds
(y) the M8 Target Amount.
M8
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 94.40% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
M9
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class
M3, Class M4, Class
M5, Class M6, Class M7 and Class M8 Certificates, in each case
after giving
effect to distributions on such Distribution Date and (ii)
the Class Principal
Amount of the Class M9 Certificates immediately prior to such
Distribution Date
exceeds (y) the M9 Target Amount.
M9
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 95.70% and (ii) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for
such Distribution
Date determined as of the last day of the related Collection
Period exceeds (ii)
the Overcollateralization Floor.
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
Servicer Remittance Date:
With
respect to each Distribution Date, two Business Days immediately
preceding such
Distribution Date.
35
Master
Servicing Fee:
As to
any Distribution Date, an amount equal to 1/12th
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.
Material
Defect:
As
defined in Section 2.02(c) hereof.
Maximum
Interest Rate:
The
Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate
or the
Subordinate Maximum Interest Rate, as applicable.
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 nominee
for the holder from
time to time of the Mortgage Note.
Monthly
Excess Cashflow:
For
each Distribution Date, the aggregate of any remaining Interest
Remittance
Amount pursuant to Section 5.02(d)(v) for
such
date, any Principal Distribution Amount remaining after distribution
pursuant to
Section 5.02(e)(ii)(C) or 5.02 (e)(iii)(O) for such date, and
any Aggregate
Overcollateralization Release Amount for such date.
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 pursuant to this
Agreement.
Mortgage
Loan:
A
Mortgage and the related notes or other evidences of indebtedness
secured by
each such Mortgage 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
mortgage loan sale and assignment agreement dated as of August
1, 2006, for the
sale of the Mortgage Loans by the Seller 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 city, state and zip code of the Mortgaged Property; (iii)
the original
principal amount of the Mortgage Loan; (iv) the Mortgage Rate
at origination;
(v) the monthly payment of principal and interest at origination;
(vi) the
Mortgage Pool in which such Mortgage Loan is included; (vii)
whether such
Mortgage Loan is subject to a Prepayment Premium for voluntary
prepayments by
the Mortgagor, the term during which such Prepayment Premiums
are imposed and
the methods of calculation of the Prepayment Premium; and (viii)
whether such
Mortgage Loan is a Simple Interest Mortgage Loan. The Depositor
shall be
responsible for providing the Trustee and the Master Servicer
with all
amendments to the Mortgage Loan Schedule.
36
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 or Pool 2.
Mortgage
Rate:
With
respect 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.
Net
Excess Spread:
With
respect to any Distribution Date, (A) the fraction, expressed
as a percentage,
the numerator of which is equal to the product of (i) the
amount, if any, by
which (a) the aggregate of the Interest Remittance Amounts
for each Mortgage
Pool such Distribution Date (as reduced by the aggregate
Credit Risk Manager’s
Fee) exceeds (b) the Current Interest payable with respect
to the Certificates
for such date and (ii) twelve, and the denominator of which
is the Aggregate
Pool Balance for such Distribution Date, multiplied
by (B) a
fraction, the numerator of which is thirty and the denominator
of which is the
greater of thirty and the actual number of days in the immediately
preceding
calendar month minus
(C)
the
product, expressed as a percentage, of (i) the amount of
any Net Swap Payment
owed to the Swap Counterparty for such Distribution Date
divided by the
Aggregate Pool Balance as of the beginning of the related
Collection Period and
(ii) a fraction, the numerator of which is 360 and the denominator
of which is
the actual number of days in the Accrual Period related to
such Distribution
Date, plus
(D)
the
product, expressed as a percentage, of (i) the sum of (a)
the amount of any Net
Swap Payment and (b) any Interest Rate Cap Payment received
by the Supplemental
Interest Trust for such Distribution Date divided by the
Aggregate Pool Balance
as of the beginning of the related Collection Period and
(ii) a fraction, the
numerator of which is 360 and the denominator of which is
the actual number of
days in the Accrual Period related to such Distribution Date.
Net
Funds Cap:
The
Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate
Net Funds Cap,
as the context requires.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, the related Liquidation
Proceeds net of
(i) unreimbursed expenses and (ii) any unreimbursed Advances,
if any, received
and retained in connection with the liquidation of such Mortgage
Loan.
37
Net
Mortgage Rate:
With
respect to any Mortgage Loan, the Mortgage Rate thereof reduced
by the Servicing
Fee Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfall:
With
respect to any Master Servicer Remittance Date, the excess,
if any, of any
Prepayment Interest Shortfalls with respect to the Mortgage
Loans for such date
over any amounts paid with respect to such shortfalls by
the Servicer pursuant
to the Servicing Agreement.
Net
Simple Interest Excess:
With
respect to any Distribution Date, the excess, if any, of
(a) the amount of the
payments received by the Servicer and the Master Servicer
in the related
Collection Period allocable to interest in respect of Simple
Interest Mortgage
Loans, calculated in accordance with the Simple Interest
Method, net of the
Servicing Fees, over (b) 30 days’ interest at the weighted average (by principal
balance) of the Net Mortgage Rates of the Simple Interest
Mortgage Loans as of
the first day of the related Collection Period, as determined
by the Servicer,
on the aggregate principal balance of such Simple Interest
Mortgage Loans for
such Distribution Date, carried to six decimal places, rounded
down, and
calculated on the basis of a 360-day year consisting of twelve
30-day months.
For this purpose, the amount of interest received in respect
of the Simple
Interest Mortgage Loans in any month shall be deemed (i)
to include any Advances
of interest made by the Servicer, the Master Servicer or
the Trustee (solely in
its capacity as successor servicer) in such month in respect
of such Simple
Interest Mortgage Loans and (ii) to be reduced by any amounts
paid to the
Servicer, the Master Servicer or the Trustee (solely in its
capacity as
successor servicer) in such month in reimbursement of Advances
previously made
by the Servicer, the Master Servicer or the Trustee (solely
in its capacity as
successor servicer) in respect of such Simple Interest Mortgage
Loans.
Net
Simple Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of
(a) 30 days’ interest
at the weighted average (by principal balance) of the Net
Mortgage Rates of the
Simple Interest Mortgage Loans as of the first day of the
related Collection
Period, as determined by the Servicer, on the aggregate principal
balance of
such Simple Interest Mortgage Loans for such Distribution
Date, carried to six
decimal places, rounded down, and calculated on the basis
of a 360-day year
consisting of twelve 30-day months, over (b) the amount of
the payments received
by the Servicer or the Master Servicer in the related Collection
Period
allocable to interest in respect of such Simple Interest
Mortgage Loans,
calculated in accordance with the Simple Interest Method,
net of the Servicing
Fees.
Net
Swap Payment:
With
respect to each Swap Payment Date, the sum of (i) the net
payment required to be
made pursuant to the terms of the Swap Agreement, which net
payment shall not
take into account any Swap Termination Payment, and (ii)
any unpaid amounts due
on previous Swap Payment Dates and accrued interest thereon
as provided in the
Swap Agreement, as calculated by the Swap Counterparty and
furnished to the
Trustee.
Net
WAC Rate:
With
respect to any Distribution Date (and the related Accrual
Period), a per annum
rate equal to the weighted average of the Net Mortgage Rates
of the Mortgage
Loans as of the first day of the related Collection Period
(not including for
this purpose Mortgage Loans for which prepayments in full
have been received and
distributed in the month prior to that Distribution Date).
38
NIM
Redemption Amount:
As
defined in Section 7.01(b).
NIM
Securities:
Any net
interest margin securities issued by a trust or other special
purpose entity,
the principal assets of such trust including the Class
P and Class X
Certificates and the payments received thereon, which principal
assets back such
securities.
NIMS
Agreement:
Any
agreement pursuant to which the NIM Securities are issued.
NIMS
Insurer:
One or
more insurers issuing financial guaranty insurance policies
in connection with
the issuance of NIM Securities.
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.
Notional
Amount:
Not
applicable.
Notional
Certificate:
Not
applicable.
Offered
Certificates:
The
Class A1, Class A2, Class A3, Class A4, Class A5, Class
M1, Class M2, Class M3,
Class M4, Class M5, Class M6, Class M7, Class M8 and Class
M9
Certificates.
Offering
Document:
Each of
the Prospectus and the Private Placement Memorandum.
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, and which may be in-house or outside counsel to
the Depositor, the
Master Servicer or the Trustee 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 the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation,
or the federal income tax status, of each REMIC.
Original
Mortgage Loan:
As
described in the Preliminary Statement.
Original
Value:
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.
39
Overcollateralization
Amount:
With
respect to any Distribution Date, the amount, if any, by
which (x) the Aggregate
Pool Balance for such Distribution Date exceeds (y) the
aggregate Class
Principal Amount of the LIBOR Certificates after giving
effect to distributions
on such Distribution Date.
Overcollateralization
Deficiency:
With
respect to any Distribution Date, the amount, if any, by
which (x) the Targeted
Overcollateralization Amount for such Distribution Date
exceeds (y) the
Overcollateralization Amount for such Distribution Date,
calculated for this
purpose after giving effect to the reduction on such Distribution
Date of the
Certificate Principal Amounts of the LIBOR Certificates
resulting from the
distribution of the Principal Distribution Amount on such
Distribution Date, but
prior to allocation of any Applied Loss Amount on such
Distribution
Date.
Overcollateralization
Floor:
The
amount equal to $5,248, 248 or 0.50% of the Cut-off Date
Balance.
Payahead:
With
respect to any Mortgage Loan and any Due Date therefor,
any Scheduled Payment
received by the Servicer during any Collection Period in
addition to the
Scheduled Payment due on such Due Date, intended by the
related Mortgagor to be
applied on a subsequent Due Date or Due Dates.
Paying
Agent:
Any
paying agent appointed pursuant to Section 3.08.
PCAOB:
The
Public Company Accounting Oversight Board.
Percentage
Interest:
With
respect to any Certificate, its 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 LIBOR Certificate,
the Percentage
Interest evidenced thereby shall equal the Certificate
Principal Amount thereof
divided by the Class Principal Amount of all Certificates
of the same Class.
With respect to the Class X, Class P, 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.
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.
Plan
Asset Regulations:
The
Department of Labor regulations set forth in 29 C.F.R.
2510.3-101.
40
PMI
Insurance Premium:
Not
applicable.
PMI
Insurer:
Not
applicable.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as
being included in Pool 1.
Pool
1
Maximum Interest Rate:
For the
Group 1 Senior Certificates, for each Distribution Date
on or before the
Distribution Date on which the aggregate Class Principal
Amount of the Group 2
Senior Certificates has been reduced to zero, an annual
rate equal to (a) the
product, expressed as a percentage, of (1) the amount,
if any, by which the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool
1 Mortgage Loans exceeds
the Servicing Fee Rate and (2) a fraction, the numerator
of which is 30 and the
denominator of which is the actual number of days in
the Accrual Period related
to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of
(x) the amount of any Net
Swap Payment owed by the Swap Counterparty on
the
related Swap Payment Date
allocable to Pool 1 (based on the applicable Pool Percentage)
and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty
on the related Interest
Rate Cap Payment Date allocable to Pool 1 (based on the
applicable Pool
Percentage) divided by the Pool Balance for Pool 1 as
of the beginning of the
related Collection Period and (2) a fraction, the numerator
of which is 360 and
the denominator of which is the actual number of days
in the Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction,
expressed as a
percentage, the numerator of which is the amount of any
Net Swap Payment owed to
the Swap Counterparty on the related Swap Payment Date
allocable to Pool 1
(based on the applicable Pool Percentage) and the denominator
of which is the
Pool Balance for Pool 1 as of the beginning of the related
Collection Period and
(2) a fraction, the numerator of which is 360 and the
denominator of which is
the actual number of days in the Accrual Period related
to such Distribution
Date.
Pool
1
Net Funds Cap:
With
respect to any Distribution Date and the Group 1 Senior
Certificates, a per
annum rate equal to (a) a fraction, expressed as a percentage,
the numerator of
which is the product of (1) the excess, if any, of (i)
the Pool 1 Optimal
Interest Remittance Amount for such date over (ii) any
Net Swap Payment or Swap
Termination Payment (not due to a Swap Counterparty Trigger
Event) owed to the
Swap Counterparty on the related Swap Payment Date allocable
to Pool 1 (based on
the applicable Pool Percentage) and (2) 12, and the denominator
of which is the
Pool Balance for Pool 1 as of the first day of the related
Collection Period
(excluding for this purpose any Mortgage Loans in Pool
1 for which any Principal
Prepayments in full have been deposited into the Collection
Account and
distributed therefrom in accordance with Section 5.02
during the month prior to
such Distribution Date), multiplied by (b) a fraction,
the numerator of which is
30 and the denominator of which is the actual number
of days in the Accrual
Period related to such Distribution Date.
Pool
1
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to
the product of (a) the
quotient of (i) the weighted average of the Net Mortgage
Rates of the Mortgage
Loans in Pool 1 as of the first day of the related Collection
Period, and (ii)
12 and (b) the Pool Balance for Pool 1 as of the first
day of the related
Collection Period (excluding for purposes of clauses
(a)(i) and (b) any Mortgage
Loans in Pool 1 for which any Principal Prepayments in
full have been deposited
into the Collection Account and distributed therefrom
in accordance with Section
5.02 during the month prior to such Distribution Date).
41
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as
being included in Pool 2.
Pool
2
Maximum Interest Rate:
For the
Group 2 Senior Certificates, and for each Distribution
Date on or before the
Distribution Date on which the aggregate Class Principal
Amounts of the Group 1
Senior Certificates has been reduced to zero, an annual
rate equal to (a) the
product, expressed as a percentage, of (1) the amount,
if any, by which the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool
2 Mortgage Loans exceeds
the Servicing Fee Rate and (2) a fraction, the numerator
of which is 30 and the
denominator of which is the actual number of days in
the Accrual Period related
to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of
(x) the amount of any Net
Swap Payment owed by the Swap Counterparty on the related
Swap Payment Date
allocable to Pool 2 (based on the applicable Pool Percentage)
and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty
on the related Interest
Rate Cap Payment Date allocable to Pool 2 (based on the
applicable Pool
Percentage) divided by the Pool Balance for Pool 2 as
of the beginning of the
related Collection Period and (2) a fraction, the numerator
of which is 360 and
the denominator of which is the actual number of days
in the Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction,
expressed as a
percentage, the numerator of which is the amount of any
Net Swap Payment owed to
the Swap Counterparty on the related Swap Payment Date
allocable to Pool 2
(based on the applicable Pool Percentage) and the denominator
of which is the
Pool Balance for Pool 2 as of the beginning of the related
Collection Period and
(2) a fraction, the numerator of which is 360 and the
denominator of which is
the actual number of days in the Accrual Period related
to such Distribution
Date.
Pool
2
Net Funds Cap:
With
respect to any Distribution Date and the Group 2 Senior
Certificates, a per
annum rate equal to (a) a fraction, expressed as a percentage,
the numerator of
which is the product of (1) the excess, if any, of (i)
the Pool 2 Optimal
Interest Remittance Amount for such date over (ii) any
Net Swap Payment or Swap
Termination Payment (not due to a Swap Counterparty Trigger
Event) owed to the
Swap Counterparty on the related Swap Payment Date allocable
to Pool 2 (based on
the applicable Pool Percentage) and (2) 12, and the denominator
of which is the
Pool Balance for Pool 2 as of the first day of the related
Collection Period
(excluding for this purpose any Mortgage Loans in Pool
2 for which any Principal
Prepayments in full have been deposited into the Collection
Account and
distributed therefrom in accordance with Section 5.02
during the month prior to
such Distribution Date), multiplied by (b) a fraction,
the numerator of which is
30 and the denominator of which is the actual number
of days in the Accrual
Period related to such Distribution Date.
Pool
2
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to
the product of (a) the
quotient of (i) the weighted average of the Net Mortgage
Rates of the Mortgage
Loans in Pool 2 as of the first day of the related Collection
Period, and (ii)
12 and (b) the Pool Balance for Pool 2 as of the first
day of the related
Collection Period (excluding for purposes of clauses
(a)(i) and (b) any Mortgage
Loans in Pool 2 for which any Principal Prepayments in
full have been deposited
into the Collection Account and distributed therefrom
in accordance with Section
5.02 during the month prior to such Distribution Date).
42
Pool
Balance:
With
respect to each Mortgage Pool, the aggregate of the
Scheduled Principal Balances
of all Mortgage Loans in such Mortgage Pool at the
date of
determination.
Pool
Percentage:
With
respect to each Mortgage Pool and any Distribution
Date, the fraction, expressed
as a percentage, the numerator of which is the Pool
Balance for such Mortgage
Pool for such date and the denominator of which is
the Aggregate Pool Balance
for such date.
Pool
Subordinate Amount:
As to
each Mortgage Pool and any Distribution Date, the excess
of the Pool Balance for
such Mortgage Pool as of the first day of the immediately
preceding Collection
Period over (i) the aggregate Class Principal Amounts
of the Group 1 Senior
Certificates (in the case of Pool 1) or (ii) the aggregate
Class Principal
Amounts of the Group 2 Senior Certificates (in the
case of Pool 2) immediately
prior to the related Distribution Date.
PPTL
Premium:
With
respect to any First Payment Default Mortgage Loan,
the excess, if any, of the
PPTL Purchase Price over the Purchase Price.
PPTL
Purchase Price:
The
purchase price paid for a First Payment Default Mortgage
Loan which is required
to be repurchased by a Transferor pursuant to the related
PPTLS.
PPTLS:
As to
any First Payment Default Mortgage Loan, (i)
the
Purchase Price and Terms Letter between First Franklin
Financial Corporation and
Xxxxxx Brothers Bank, FSB, dated as of March 3, 2006,
as revised on May 22, 2006
(FF 2006-2), and (ii) the Purchase Price and Terms
Letter between First Franklin
Financial Corporation and Xxxxxx Brothers Bank, FSB,
dated as of February 3,
2006 (FF 2006-1).
Prepayment
Interest Shortfall:
With
respect to any full or partial Principal Prepayment
of a Mortgage Loan, the
excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
(as reduced by the Servicing Fee, as applicable, in
the case of Principal
Prepayments in full) on the outstanding principal balance
of such Mortgage Loan
immediately prior to such prepayment over (ii) the
amount of interest actually
received with respect to such Mortgage Loan in connection
with such Principal
Prepayment.
Prepayment
Period:
With
respect to any Distribution Date and any Principal
Prepayment, whether in part
or in full (including any Principal Prepayment due
to liquidation of a Mortgage
Loan), the calendar month immediately preceding the
month in which such
Distribution Date occurs.
Prepayment
Premiums:
Any
prepayment fees and penalties to be paid by the Mortgagor
on a Mortgage
Loan.
Primary
Mortgage Insurance Policy:
Not
applicable.
43
Prime
Rate:
The
prime rate of the United States money center commercial
banks as published in
The
Wall Street Journal.
Principal
Distribution Amount:
With
respect to each Mortgage Pool and any Distribution
Date, an amount equal to the
Principal Remittance Amount for such Mortgage Pool
for such date minus
the
Aggregate Overcollateralization Release Amount, if
any, allocable to such
Mortgage Pool, for such Distribution Date (based on
the applicable Pool
Percentage).
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.
Principal
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution
Date, (a) the sum of (i) all
principal collected (other than Payaheads) or advanced
in respect of Scheduled
Payments on the Mortgage Loans in such Mortgage Pool
during the related
Collection Period whether by the Servicer, the Master
Servicer or the Trustee
(solely in its capacity as successor Master Servicer)
(less unreimbursed
Advances due to the Master Servicer, the Servicer or
the Trustee (solely in its
capacity as successor Master Servicer) with respect
to the related Mortgage
Loans, to the extent allocable to principal), (ii)
all Principal Prepayments in
full or in part received during the related Prepayment
Period on the Mortgage
Loans in such Mortgage Pool, (iii) the outstanding
principal balance of each
Mortgage Loan (excluding any PPTL Premium) in such
Mortgage Pool that was
purchased from the Trust Fund by the Seller or the
related Transferor during the
related Prepayment Period or the NIMS Insurer (in the
case of certain Mortgage
Loans 90 days or more delinquent) from such Mortgage
Pool, (iv) the portion of
any Substitution Amount paid with respect to any Deleted
Mortgage Loan in such
Mortgage Pool during the related Prepayment Period
allocable to principal and
(v) all Net Liquidation Proceeds, Insurance Proceeds,
any Subsequent Recovery
and other recoveries collected with respect to the
Mortgage Loans in such
Mortgage Pool during the related Prepayment Period,
to the extent allocable to
principal, as reduced by (b) to the extent not reimbursed
from amounts otherwise
allocable to interest, the related Pool Percentage
for such date of any other
costs, expenses or liabilities reimbursable to the
Trustee, the Master Servicer,
the Custodian and the Servicer to the extent provided
in this Agreement, the
Servicing Agreement and the Custodial Agreement and,
with respect to the
Trustee, to the extent the Interest Remittance Amount
is less than amounts
reimbursable to the Trustee pursuant to Section 4.04(b)(i),
the product of (x)
the applicable Pool Percentage for such Distribution
Date and (y) any amounts
reimbursable during the related Anniversary Year to
the Trustee therefrom and
not reimbursed from the Interest Remittance Amount,
or otherwise; provided,
however,
that
such reimbursable amounts from the Interest Remittance
Amount and Principal
Remittance Amount may not exceed $200,000 in the aggregate
during any
Anniversary Year. In the event that the Trustee incurs
reimbursable amounts in
excess of $200,000, it may seek reimbursement for such
amounts in subsequent
Anniversary Years, but in no event shall more than
$200,000 be reimbursed to the
Trustee per Anniversary Year. Notwithstanding the foregoing,
costs and expenses
incurred by the Trustee pursuant to Section 6.14(a)
in connection with any
transfer of servicing shall be excluded from the $200,000
per Anniversary Year
limit on reimbursable amounts. For the avoidance of
doubt, (i) the Principal
Remittance Amount available on each Swap Payment Date
for distributions to the
Swap Account shall be equal to the Principal Remittance
Amount on the related
Distribution Date and (ii) the Principal Remittance
Amount for each Distribution
Date shall be calculated without regard to any distributions
to the Swap Account
on the related Swap Payment Date.
44
Private
Placement Memorandum:
The
private placement memorandum dated August 18, 2006,
relating to the Class B
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.
Prospectus:
The
prospectus supplement dated August 18, 2006, together
with the accompanying
prospectus dated August 11, 2006, relating to the
Offered
Certificates.
Purchase
Price:
With
respect to the purchase of a Mortgage Loan or related
REO Property 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 applicable
Mortgage Rate, from the date as to which interest
was last paid to (but not
including) the Due Date in the Collection Period
immediately preceding the
related Distribution Date; (c) the amount of any
costs and damages incurred by
the Trust Fund as a result of any violation of any
applicable federal, state or
local predatory- or abusive-lending law arising from
or in connection with the
origination of such Mortgage Loan; and (d) any unreimbursed
Servicing Advances
with respect to such Mortgage Loan. The Master Servicer,
the Servicer, the
Custodian (or the Trustee, if applicable) shall be
reimbursed from the Purchase
Price for any Mortgage Loan or related REO Property
for any Advances made or
other amounts advanced with respect to such Mortgage
Loan that are reimbursable
to the Master Servicer or the Servicer under this
Agreement or the Servicing
Agreement (or to the Trustee, if applicable), together
with any accrued and
unpaid compensation due to the Master Servicer, the
Servicer, the Custodian or
the Trustee hereunder or thereunder.
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:
(i)
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;
(ii)
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;
45
(iii)
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 or the NIM Securities, 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;
(iv)
provide that the Trustee’s interest therein shall be transferable to any
successor trustee hereunder; and
(v)
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.
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 ratings of the Certificates.
Qualifying
Substitute Mortgage Loan:
In the
case of a Mortgage Loan substituted for a Deleted
Mortgage Loan pursuant to the
terms of this Agreement, a Mortgage Loan that, on
the date of such substitution,
(i) has an outstanding Scheduled Principal Balance
(or in the case of a
substitution of more than one mortgage loan for a
Deleted Mortgage Loan, an
aggregate Scheduled Principal Balance), after application
of all Scheduled
Payments due during or prior to the month of substitution,
not in excess of, and
not more than 5% less than, the outstanding Scheduled
Principal Balance of the
Deleted Mortgage Loan as of the Due Date in the calendar
month during which the
substitution occurs, (ii) has a Mortgage Rate not
less than the Mortgage Rate on
the Deleted Mortgage Loan, (iii) if applicable, has
a maximum Mortgage Rate not
less than the maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if
applicable, has a minimum Mortgage Rate not less
than the minimum Mortgage Rate
of the Deleted Mortgage Loan, (v) if applicable,
has a gross margin equal to or
greater than the gross margin of the Deleted Mortgage
Loan, (vi) is not a
Cooperative Loan unless the related Deleted Mortgage
Loan was a Cooperative
Loan, (vii) if applicable, has a next adjustment
date not later than the next
adjustment date on the Deleted Mortgage Loan, (viii)
has the same Due Date as
the Deleted Mortgage Loan, (ix) has a remaining stated
term to maturity not
longer than 18 months and not more than 18 months
shorter than the remaining
stated term to maturity of the related Deleted Mortgage
Loan; provided,
that
in
no case should such substitute Mortgage Loan have
a maturity date later than the
Final Scheduled Distribution Date; (x) is current
as of the date of
substitution, (xi) has a Loan-to-Value Ratio as of
the date of substitution
equal to or lower than the Loan-to-Value Ratio of
the Deleted Mortgage Loan as
of such date, (xii) has been underwritten by the
Transferor in accordance with
the same underwriting criteria and guidelines as
the Deleted Mortgage Loan,
(xiii) has a risk grading determined by the Seller
at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
property type as the Deleted Mortgage Loan, (xv)
conforms to each representation
and warranty applicable to the Deleted Mortgage Loan
made in the Mortgage Loan
Sale Agreement, (xvi) has the same or higher lien
position as the Deleted
Mortgage Loan, (xvii) [Reserved], (xviii) contains
provisions covering the
payment of Prepayment Premium by the Mortgagor for
early prepayment of the
Mortgage Loan at least as favorable as the Deleted
Mortgage Loan and (xix) for
any Mortgage Loan to be substituted into Pool 1,
has an original Scheduled
Principal Balance within the maximum dollar amount
limitations prescribed by
Xxxxxxx Mac and Xxxxxx Mae for conforming one-to-four
family first and second
lien residential mortgaged properties. In the event
that one or more mortgage
loans are substituted for one or more Deleted Mortgage
Loans, the amounts
described in clause (i) hereof shall be determined
on the basis of aggregate
Scheduled Principal Balances, the Mortgage Rates
described in clause (ii) hereof
shall be determined on the basis of weighted average
Mortgage Rates, the risk
gradings described in clause (xiii) hereof shall
be satisfied as to each such
mortgage loan, the terms described in clause (ix)
hereof shall be determined on
the basis of weighted average remaining term to maturity;
provided,
that
the
stated maturity date of any Qualifying Substitute
Mortgage Loan shall not be
later than the Final Scheduled Distribution Date,
the Loan-to-Value Ratios
described in clause (xi) hereof shall be satisfied
as to each such mortgage loan
and, except to the extent otherwise provided in this
sentence, the
representations and warranties described in clause
(xv) hereof must be satisfied
as to each Qualifying Substitute Mortgage Loan or
in the aggregate, as the case
may be.
46
Rating
Agency:
Each of
Fitch, Xxxxx’x and S&P.
Realized
Loss:
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,
minus
(ii)
Liquidation Proceeds received, to the extent allocable
to principal, net of
amounts that are reimbursable therefrom to the
Master Servicer or the Servicer
with respect to such Mortgage Loan (other than
Advances of principal) including
expenses of liquidation. In determining whether
a Realized Loss is a Realized
Loss of principal, Liquidation Proceeds shall be
allocated, first, to payment of
expenses related to such Liquidated Mortgage Loan,
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 Class of Book-Entry Certificates
and any Distribution Date, the
close of business on the Business Day immediately
preceding such Distribution
Date. With respect to any Class of Definitive Certificates
and any Distribution
Date, the last Business Day of the month immediately
preceding the month in
which the Distribution Date occurs (or, in the
case of the first Distribution
Date, the Closing Date).
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.
47
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.
Regulation
S Global Security:
The
meaning specified in Section 3.01(d).
Related
Senior Principal Distribution Amount:
For
each Mortgage Pool and any Distribution Date on
or after the Stepdown Date and
for as long as a Trigger Event is not in effect,
an amount equal to the lesser
of (x) the sum of the Class Principal Amounts of
the Group 1 Senior Certificates
(with respect to Pool 1) or the sum of the Class
Principal Amounts of the Group
2 Senior Certificates (with respect to Pool 2)
immediately prior to such date
and (y) the product of (a) the Senior Principal
Distribution Amount and (b) the
related Senior Proportionate Percentage, in each
case for such
date.
Related
Senior Priority:
With
respect to each of Group 1 and Group 2 Senior Certificates,
the priority of
distribution on the Senior Certificates relating
to such Groups as described in
5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3), respectively.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party, as
set forth on Exhibit S 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, the Credit
Risk Manager, the Custodian
or the Servicer, the term “Relevant Servicing Criteria” may refer to a portion
of the Relevant Servicing Criteria applicable to
such parties.
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 Civil
Relief Act or any similar state or local statute,
any amount by which interest
collectible on such Mortgage Loan for the Due Date
in the related Collection
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
pool of assets in the Trust Fund designated as
a REMIC pursuant to the
Preliminary Statement.
REMIC
1:
As
described in the Preliminary Statement.
REMIC
2:
As
described in the Preliminary Statement.
REMIC
3:
As
described in the Preliminary Statement.
REMIC
3 Net Funds Cap:
For any
Distribution Date (and the related Accrual Period)
and any Class of
Certificates, an amount equal to (i) the weighted
average of the interest rates
on the Lower Tier Interests in REMIC 3 (other than
an interest-only regular
interest), weighted in proportion to their Class Principal
Amounts as of the
beginning of the related Accrual Period, multiplied
by (ii) an amount equal to
(a) 30, divided by (b) the actual number of days
in the Accrual
Period.
48
REMIC
4:
As
described in the Preliminary Statement.
REMIC
Provisions:
The
provisions of the federal income tax law relating
to real estate mortgage
investment conduits, which appear at sections
860A through 860G 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.
REMIC
Swap Rate:
For
each Distribution Date (and the related Accrual
Period), a per annum rate equal
to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
such Distribution Date, as set forth in Annex
C-1 to the Prospectus Supplement,
(ii) 2, and (iii) the quotient of (a) the actual
number of days in the related
Accrual Period divided by (b) 30.
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).
Required
Reserve Fund Deposit:
With
respect to any Distribution Date on which the
Net Excess Spread is less than
0.25%, the amount, if any by which (a) the product
of 1.00% and the Aggregate
Pool Balance for such date exceeds (b) the amount
on deposit in the Basis Risk
Reserve Fund immediately prior to such date.
With respect to any Distribution
Date on which the Net Excess Spread is equal
to or greater than 0.25%, the
amount, if any, by which (i) $1,000 exceeds the
amount on deposit in the Basis
Risk Reserve Fund immediately prior to such date;
provided,
however,
that on
any Distribution Date on which the Class Principal
Amount of each Class of
Offered Certificates and the Class B Certificates
has been reduced to zero, the
Required Reserve Fund Deposit shall be zero.
Residual
Certificate:
Any
Class R or Class LT-R Certificate.
Responsible
Officer:
When
used with respect to the Trustee, any vice president,
assistant vice president,
the secretary, any assistant secretary, or any
officer, working in its Corporate
Trust Office and having direct responsibility
for the administration of this
Agreement, and any other officer to whom a matter
arising under this Agreement
may be referred.
Restricted
Certificate:
Any
Class B, Class P, Class X, Class R or Class LT-R
Certificate.
Restricted
Global Security:
As
defined in Section 3.01(c).
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, the fraction,
expressed as a percentage, equal
to the average of the Delinquency Rates for each
of the three (or one and two,
in the case of the first and second Distribution
Dates, respectively)
immediately preceding calendar months.
49
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.
Xxxxxxxx-Xxxxx
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
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
equivalent to the Scheduled Payment that would
have been due on the related
Mortgage Loan if such Mortgage Loan had remained
in existence.
Scheduled
Principal Balance:
With
respect to (i) any Mortgage Loan (other than
a Simple Interest 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 Collection Period, whether or
not received from the Mortgagor or
advanced by the Servicer or the Master Servicer,
and all amounts allocable to
unscheduled principal payments (including Principal
Prepayments, Liquidation
Proceeds, Insurance Proceeds and condemnation
proceeds, in each case to the
extent identified and applied prior to or during
the related 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 any Mortgage Loan as of the Cut-off
Date, the principal balance of
such Mortgage Loan as specified in the Mortgage
Loan Schedule. The Scheduled
Principal Balance of any Liquidated Mortgage
Loan shall be zero. In the case of
a Simple Interest Mortgage Loan, references herein
to such Mortgage Loan’s
Scheduled Principal Balance shall mean its actual
unpaid principal balance. The
actual unpaid principal balance of a Simple Interest
Mortgage Loan with respect
to any Distribution Date shall be determined
by subtracting from such Mortgage
Loan’s unpaid principal balance as of the end of the
preceding Collection Period
the amount of the borrower’s fixed monthly payment for the related Collection
Period that is not allocated to the payment of
interest applying the Simple
Interest Method.
50
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:
Xxxxxx
Brothers Holdings Inc., or any successor in
interest.
Senior
Certificate:
Any
Class A1, Class A2, Class A3, Class A4 or Class
A5 Certificate.
Senior
Enhancement Percentage:
With
respect to any Distribution Date, the fraction,
expressed as a percentage, the
numerator of which is the sum of the aggregate
Class Principal Amount of the
Subordinate Certificates and the Overcollateralization
Amount (which amount, for
purposes of this definition only, shall not
be less than zero and assuming for
purposes of this definition that the Principal
Distribution Amount has been
distributed on such Distribution Date and no
Trigger Event has occurred) and the
denominator of which is the Aggregate Pool
Balance for such Distribution Date,
in each case after giving effect to distributions
on such Distribution
Date.
Senior
Principal Distribution Amount:
With
respect to any Distribution Date on or after
the Stepdown Date and as long as a
Trigger Event is not in effect with respect
to such Distribution Date, the
lesser of (x) the aggregate Principal Distribution
Amount for both Mortgage
Pools and (y) the amount, if any by which (A)
the aggregate Class Principal
Amount of the Senior Certificates immediately
prior to such Distribution Date
exceeds (B) the Senior Target Amount.
Senior
Proportionate Percentage:
With
respect to Pool 1 and any Distribution Date,
the fraction, expressed as a
percentage, the numerator of which is the Principal
Remittance Amount for Pool 1
for such Distribution Date and the denominator
of which is the aggregate of the
Principal Remittance Amounts for Pool 1 and
Pool 2 for such Distribution Date.
With respect to Pool 2 and any Distribution
Date, the fraction, expressed as a
percentage, the numerator of which is the Principal
Remittance Amount for Pool 2
for such Distribution Date and the denominator
of which is the aggregate of the
Principal Remittance Amounts for Pool 1 and
Pool 2 for such Distribution Date.
Senior
Target Amount:
With
respect to any Distribution Date, an amount
equal to the lesser of (a) the
product of (i) 65.80% and (ii) the Aggregate
Pool Balance for such Distribution
Date determined as of the last day of the related
Collection Period and (b) the
amount, if any, by which (i) the Aggregate
Pool Balance for such Distribution
Date determined as of the last day of the Collection
Period exceeds (ii) the
Overcollateralization Floor.
Servicer
Remittance Date:
The day
in each calendar month on which the Servicer
is required to remit payments to
the Collection Account, as specified in the
Servicing Agreement, which is the
18th
day of
each calendar month (or, if such 18th
day is
not a Business Day, the next succeeding Business
Day).
51
Servicer:
National City Home Loan Services, Inc., or
its successor in
interest.
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.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses other
than Advances (including reasonable attorneys’ fees and disbursements) incurred
in the performance by the Servicer of its servicing
obligations, including, but
not limited to, the cost of (a) the preservation,
inspection, restoration and
protection of the Mortgaged Property, (b) any
enforcement or administrative or
judicial proceedings, including foreclosures,
(c) the management and liquidation
of the Mortgaged Property if the Mortgaged
Property is acquired in satisfaction
of the Mortgage, (d) taxes, assessments, water
rates, sewer rents and other
charges which are or may become a lien upon
the Mortgaged Property, and fire and
hazard insurance coverage and (e) any losses
sustained by the Servicer with
respect to the liquidation of the Mortgaged
Property.
Servicing
Agreement:
The
servicing agreement dated as of August 1, 2006,
among the Seller, the Master
Servicer and the Servicer, and any other servicing
agreement entered into
between a successor servicer and the Seller
pursuant to the terms of this
Agreement.
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 related Collection
Period.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, 0.50% per annum.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person,
other than the Servicer, the
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.
Simple
Interest Method:
With
respect to a Simple Interest Mortgage Loan,
the method of allocating a payment
to principal and interest, pursuant to which
the portion of such payment that is
allocated to interest is equal to the product
of the applicable rate of interest
multiplied by the unpaid principal balance
multiplied by the period of time
elapsed since the preceding payment of interest
was made and divided by either
360 or 365, as specified in the related Mortgage
Note and the remainder of such
payment is allocated to principal.
52
Simple
Interest Mortgage Loan:
Any
Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
hereto as Schedule A. As of the Closing Date,
there are no Simple Interest
Mortgage Loans included in the Trust Fund.
Sponsor:
Xxxxxx
Brothers Holdings Inc., or any successor
in interest.
Startup
Day:
The day
designated as such pursuant to Section 10.01(b)
hereof.
Stepdown
Date:
The
earlier of (i) the first Distribution Date
following the Distribution Date on
which the Class Principal Amounts of the
Senior Certificates have each been
reduced to zero or (ii) the later to occur
of (x) the Distribution Date in
September 2009 and (y) the first Distribution
Date on which the Senior
Enhancement Percentage (calculated for this
purpose after giving effect to
payments or other recoveries in respect of
the Mortgage Loans during the related
Collection Period but before giving effect
to distributions on the Certificates
on such Distribution Date) is greater than
or equal to 34.20%.
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 functions 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, the Servicer
or the Credit Risk
Manager.
Subordinate
Certificate:
Any
Class M Certificate or Class B Certificate.
Subordinate
Maximum Interest Rate:
For (i)
the Subordinate Certificates; (ii) the Group
1 Senior Certificates, with respect
to each Distribution Date after the Distribution
Date on which the aggregate
Class Principal Amounts of the Group 2 Senior
Certificates has been reduced to
zero and (iii) the Group 2 Senior Certificates,
with respect to each
Distribution Date after the Distribution
Date on which the aggregate Class
Principal Amounts of the Group 1 Senior Certificates
has been reduced to zero,
the weighted average of the Pool 1 Maximum
Interest Rate and the Pool 2 Maximum
Interest Rate for such Distribution Date,
weighted on the basis of (i) in the
case of any Distribution Date on or before
the date on which the aggregate Class
Principal Amounts of the Senior Certificates
relating to any Mortgage Pool has
been reduced to zero, the Pool Subordinate
Amount and (ii) for any Distribution
Date thereafter, such weighting shall be
on the basis of the Pool Balance of
each Mortgage Pool.
Subordinate
Net Funds Cap:
With
respect to any Distribution Date, an amount
equal to the weighted average of the
Pool 1 Net Funds Cap and the Pool 2 Net Funds
Cap, weighted on the basis of the
Pool Subordinate Amount for each Mortgage
Pool; provided,
however,
that on
any Distribution Date after which the aggregate
Class Principal Amount of the
Senior Certificates relating to any Mortgage
Pool has been reduced to zero, such
weighting shall be on the basis of the Pool
Balance of each Mortgage
Pool.
Subordinate
Priority:
To the
Class M1, Class M2, Class M3, Class M4, Class
M5, Class M6, Class M7, Class M8,
Class M9 and Class B Certificates, sequentially,
in that order.
53
Subsequent
Recovery:
Any
amount recovered by the Servicer or the Master
Servicer with respect to a
Liquidated Mortgage Loan with respect to
which a Realized Loss was incurred
after the liquidation or 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 the
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, any related unpaid Advances
or Servicing Advances or unpaid
Servicing Fees and the amount of any costs
and damages incurred by 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.
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 Swap
Agreement, the Swap Account, the Interest
Rate Cap Agreement, the Interest Rate
Cap Account, the right to receive the Class
X Distributable Amount as provided
in Section 5.02(d)(vi), the Class LT4-I interest
in REMIC 4 and the right to
receive Class I Shortfalls.
Swap
Account:
The
account created pursuant to Section 5.07(a)
of this Agreement.
Swap
Agreement:
The
interest rate swap agreement entered into
by the Supplemental Interest Trust,
which agreement provides for, among other
things, a Net Swap Payment to be paid
pursuant to the conditions provided therein,
together with any schedules,
confirmations or other agreements relating
thereto, attached hereto as Exhibit
O.
Swap
Amount:
With
respect to each Distribution Date and the
related Swap Payment Date, the sum of
any Net Swap Payment and any Swap Termination
Payment deposited into the Swap
Account.
Swap
Counterparty:
The
counterparty to the Supplemental Interest
Trust under the Swap Agreement, and
any successor in interest or assigns. Initially,
the Swap Counterparty shall be
Wachovia Bank, National Association.
Swap
Counterparty Trigger Event:
A Swap
Counterparty Trigger Event shall have occurred
if any of a Swap Default with
respect to which the Swap Counterparty is
a Defaulting Party, a Termination
Event with respect to which the Swap Counterparty
is the sole Affected Party or
an Additional Termination Event with respect
to which the Swap Counterparty is
the sole Affected Party has occurred.
Swap
Default:
Any of
the circumstances constituting an “Event of Default” under the Swap
Agreement.
54
Swap
LIBOR:
With
respect to any Distribution Date and the
related Swap Payment Date (and the
Accrual Period relating to such Distribution
Date), the product of (i) the
Floating Rate Option (as defined in the
Swap Agreement) for the related Swap
Payment Date, (ii) two, and (iii) the quotient
of (a) the actual number of days
in the Accrual Period for the LIBOR Certificates
and (b) 30, as calculated by
the Swap Counterparty and furnished to
the Trustee.
Swap
Payment Date:
For so
long as the Swap Agreement is in effect
or any amounts remain unpaid thereunder,
the Business Day immediately preceding
each Distribution Date.
Swap
Replacement Receipts:
As
defined in Section 5.09(a).
Swap
Replacement Receipts Account:
As
defined in Section 5.09(a).
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment required to be made by the
Supplemental Interest Trust to the Swap
Counterparty, or by the Swap Counterparty
to the Supplemental Interest Trust, as
applicable, pursuant to the terms of the
Swap Agreement, and any unpaid amounts
due on previous Swap Payment Dates and
accrued interest thereon as provided in
the Swap Agreement, as calculated by the
Swap Counterparty and furnished to the
Trustee.
Swap
Termination Receipts:
As
defined in Section 5.09(a).
Swap
Termination Receipts Account:
As
defined in Section 5.09(a).
Target
Amount:
With
respect to any Distribution Date, an amount
equal to the Aggregate Pool Balance
for such Distribution Date minus
the
Targeted Overcollateralization Amount for
such Distribution Date.
Targeted
Overcollateralization Amount:
With
respect to any Distribution Date prior
to the Stepdown Date, an amount equal to
$12,071,741. For any Distribution Date
on or after the Stepdown Date and
provided a Trigger Event is not in effect,
an amount equal to the greater of (i)
the lesser of (a) $12,071,741 and (b) 2.30%
of the Aggregate Pool Balance after
giving effect to distributions on such
Distribution Date and (ii) $5,248,248.
With respect to any Distribution Date on
or after the Stepdown Date or provided
a Trigger Event is in effect, an amount
equal to the Targeted
Overcollateralization Amount for the immediately
preceding Distribution
Date.
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
Event:
As
defined in the Swap Agreement.
Termination
Price:
As
defined in Section 7.01.
Title
Insurance Policy:
A title
insurance policy maintained with respect
to a Mortgage Loan.
55
Total
Distribution Amount:
With
respect to any Distribution Date, the sum
of (i) the aggregate of the Interest
Remittance Amounts for such date; (ii)
the aggregate of the Principal Remittance
Amounts for such date; and (iii) all Prepayment
Premiums collected during the
related Prepayment Period.
Transfer
Agreement:
As
defined in the Mortgage Loan Sale Agreement.
Transferor:
The
seller of Mortgage Loans to Xxxxxx Brothers
Bank FSB pursuant to the Transfer
Agreement.
Trigger
Event:
A
Trigger Event shall have occurred with
respect to any Distribution Date if
either a Delinquency Event or a Cumulative
Loss Trigger Event is in effect for
such Distribution Date.
Trust
Fund:
The
corpus of the First Franklin Mortgage Loan
Trust 2006-FF12 created pursuant to
this Agreement, consisting of the Mortgage
Loans, the assignment of the
Depositor’s rights under the Transfer Agreement,
the Mortgage Loan Sale
Agreement and the Servicing Agreement,
such amounts as shall from time to time
be held in the Collection Account, Certificate
Account, Securities
Administration Account, any Custodial Account
and any Escrow Account, the Swap
Termination Receipts Account, the Swap
Replacement Receipts Account, the Cap
Termination Receipts Account, the Cap Replacement
Receipts Account, the Basis
Risk Reserve Fund, 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:
U.S.
Bank National Association, not in its individual
capacity but solely as Trustee,
or any successor in interest, or if any
successor trustee shall be appointed as
herein provided, then such successor in
interest or successor trustee, as the
case may be.
Trustee
Fee:
As to
any Distribution Date, any investment earnings
from amounts on deposit in the
Certificate Account for the one-day period
from and including one Business Day
immediately preceding the related Distribution
Date to and including the related
Distribution Date.
UCC
or
Uniform Commercial Code:
The
Uniform Commercial Code as in effect in
any applicable jurisdiction from time to
time.
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 any
LIBOR Certificate, the aggregate of all
Basis Risk Shortfalls with respect to such
Certificate remaining unpaid from
previous Distribution Dates, plus interest
accrued thereon at the applicable
Certificate Interest Rate (calculated without
giving effect to the applicable
Net Funds Cap) but limited to a rate no
greater than the applicable Maximum
Interest Rate.
56
Upper
Tier REMIC:
REMIC
4.
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,
97.00% of all Voting Interests shall be
allocated to the LIBOR Certificates. Voting
Interests shall be allocated among
the Classes of LIBOR Certificates based
on the product of (i) 97.00% and (ii)
the fraction, expressed as a percentage,
the numerator of which is the aggregate
Class Principal Amount of all Certificates
then outstanding and the denominator
of which is the Aggregate Pool Balance
then outstanding. At all times during the
term of this Agreement, 1% of all Voting
Interests shall be allocated to each of
the Class P, Class R and Class X Certificates
while they remain outstanding.
Voting Interests shall be allocated among
the other Classes of Certificates (and
among the Certificates within each such
Class) in proportion to their Class
Principal Amounts (or Certificate Principal
Amounts) or Percentage Interests. In
the case of the purchase by the Master
Servicer of the Lower Tier REMIC 1
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 provision in this Agreement
which requires 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.
Section
1.02. Calculations Respecting Mortgage Loans.
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. The Trustee
shall not be required to recompute,
verify or recalculate the information supplied
to it by the Master Servicer, the
Servicer or the Credit Risk Manager.
Section
1.03. Calculations Respecting Accrued Interest.
Accrued
interest, if any, on any LIBOR Certificate
shall be calculated based upon a
360-day year and the actual number of days
in each Accrual Period.
ARTICLE
II
DECLARATION
OF TRUST;
ISSUANCE
OF CERTIFICATES
Section
2.01. Creation and Declaration of Trust
Fund; Conveyance of Mortgage
Loans.
57
(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 payments
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, the
Custodial Accounts and all amounts from
time to time credited to and the
proceeds of the Custodial Accounts, any
Escrow Account established pursuant to
Section 9.06 and any Basis Risk Reserve
Fund established pursuant to Section
5.06 and all amounts from time to time
credited to and the proceeds of each
such
account, any REO Property and the proceeds
thereof, the Depositor’s rights under
any Insurance Policies related to the
Mortgage Loans, 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 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 of this Agreement,
the Swap Agreement and the Interest Rate
Cap Agreement shall be delivered to the
Trustee. In connection therewith, the
Depositor hereby directs the Trustee
(solely in its capacity as such) and
the
Trustee is hereby authorized to execute
and deliver the Swap Agreement and the
Interest Rate Cap Agreement (each on
behalf of the Supplemental Interest Trust)
for the benefit of, the Certificateholders.
The Seller, the Master Servicer, the
Depositor, the Servicer and the Certificateholders
(by their acceptance of such
Certificates) acknowledge and agree that
the Trustee is executing and delivering
the Swap Agreement and the Interest Rate
Cap Agreement solely in its capacity
as
Trustee of the Supplemental Interest
Trust and the Trust Fund and not in its
individual capacity. The Trustee shall
have no duty or responsibility to enter
into any other swap agreement or interest
rate cap agreement upon the expiration
or termination of the Swap Agreement
or the Interest Rate Cap
Agreement.
Concurrently
with the execution and delivery of
this 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 Agreement
and the Transfer Agreement (including
the right to enforce the Transferor’s
obligation to repurchase First Payment
Default Mortgage Loans pursuant to
the
related PPTL), but only to the extent
assigned under the Mortgage Loan Sale
Agreement. The Trustee hereby accepts
such assignment, and shall be entitled
to
exercise all the rights of the Depositor
under the Mortgage Loan Sale Agreement
as if, for such purpose, it were the
Depositor.
It
is
agreed and understood by the Depositor
and the Trustee (and the Seller 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 (i)
a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership
Act effective
November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
Home Loan Protection Act effective
January 1, 2004, (iii) a “High-Cost Home
Mortgage Loan” as defined in the Massachusetts Predatory
Home Loan Practices Act
effective November 7, 2004 or (iv)
a “High Cost Home Loan” as defined in the
Indiana Home Loan Practices Act effective
January 1, 2005.
58
The
foregoing sale, transfer, assignment,
set-over, deposit and conveyance does
not
and is not intended to result in the
creation or assumption by the Trustee
of
any obligation of the Depositor, the
Seller or any other Person in connection
with the Mortgage Loans.
(b)
In
connection with such transfer and assignment,
the Depositor does hereby deliver
to, and deposit with, or cause to be
delivered to and deposited with, the
Trustee, and/or the Custodian acting
on the Trustee’s behalf, 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, or in blank (in each
case,
with all necessary intervening endorsements,
as applicable) or with respect to
any lost Mortgage Note, a lost note
affidavit stating that the original
Mortgage
Note was lost, misplaced or destroyed,
together with a copy of the related
Mortgage Note;
(ii)
the
original of any guarantee executed
in connection with the Mortgage Note,
assigned to the Trustee;
(iii)
with respect to any Mortgage Loan other
than a Cooperative Loan, the original
recorded Mortgage with evidence of
recording indicated thereon and the
original
recorded power of attorney, with evidence
of recording thereon. If, in
connection with any Mortgage Loan,
the Depositor cannot deliver the Mortgage
or
power of attorney 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 or power of
attorney has been lost, the Depositor
shall deliver or cause to be delivered
to
the Trustee (or the Custodian), in
the case of a delay due to recording,
a true
copy of such Mortgage or power of attorney,
pending delivery of the original
thereof, together with an Officer’s Certificate of the Depositor certifying
that
the copy of such Mortgage or power
of attorney delivered to the Trustee
(or the
Custodian) is a true copy and that
the original of such Mortgage or power
of
attorney has been forwarded to the
public recording office, or, in the
case of a
Mortgage or power of attorney 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 or power of attorney
is not required to enforce the Trustee’s
interest in the Mortgage Loan;
(iv)