OPTEUM MORTGAGE ACCEPTANCE CORPORATION, DEPOSITOR, WELLS FARGO BANK, N.A. MASTER SERVICER AND SECURITIES ADMINISTRATOR, AND HSBC BANK USA, NATIONAL ASSOCIATION TRUSTEE POOLING AND SERVICING AGREEMENT DATED AS OF JUNE 1, 2006 ASSET-BACKED PASS-THROUGH...
OPTEUM
MORTGAGE ACCEPTANCE CORPORATION,
DEPOSITOR,
XXXXX
FARGO BANK, N.A.
MASTER
SERVICER AND SECURITIES ADMINISTRATOR,
AND
HSBC
BANK
USA, NATIONAL ASSOCIATION
TRUSTEE
DATED
AS
OF JUNE 1, 2006
________________________
ASSET-BACKED
PASS-THROUGH CERTIFICATES
SERIES
2006-2
TABLE
OF
CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
Section
1.01
|
Defined
Terms.
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Accepted
Master Servicing Practices
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|
Accrual
Period
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Accrued
Certificate Interest
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Adjustable
Rate Mortgage Loans
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|
Advance
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|
Affected
Party
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|
Affiliate
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Aggregate
Stated Principal Balance
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|
Agreement
|
|
Allocated
Realized Loss Amount
|
|
Assignment
|
|
Assignment
Agreement
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|
Available
Distribution Amount
|
|
Bankruptcy
Code
|
|
Basic
Principal Distribution Amount
|
|
Basis
Risk Shortfall
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|
Basis
Risk Shortfall Carry-Forward Amount
|
|
Basis
Risk Shortfall Reserve Fund
|
|
Book-Entry
Certificate
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|
Business
Day
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|
Cash
Liquidation
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|
Cenlar
|
|
Certificate
|
|
Certificate
Account
|
|
Certificate
Account Deposit Date
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|
Certificateholder
or Holder
|
|
Certificate
Margin
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|
Certificate
Owner
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|
Certificate
Principal Balance
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|
Certificate
Register
|
|
Class
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|
Class
A Certificate
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|
Class
A1 Certificate
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|
Class
A1A Certificate
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|
Class
A1B Certificate
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|
Class
A1C Certificate
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|
Class
A2 Certificate
|
|
Class
IO Distribution Amount
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|
Class
IO Interest
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|
Class
M Certificates
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|
Class
M-1 Certificate
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|
Class
M-1 Principal Distribution Amount
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|
Class
M-2 Certificate
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|
Class
M-2 Principal Distribution Amount
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|
Class
M-3 Certificate
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|
Class
M-3 Principal Distribution Amount
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|
Class
M-4 Certificate
|
|
Class
M-4 Principal Distribution Amount
|
|
Class
M-5 Certificate
|
|
Class
M-5 Principal Distribution Amount
|
|
Class
M-6 Certificate
|
|
Class
M-6 Principal Distribution Amount
|
|
Class
M-7 Certificate
|
|
Class
M-7 Principal Distribution Amount
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|
Class
M-8 Certificate
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|
Class
M-8 Principal Distribution Amount
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|
Class
M-9 Certificate
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|
Class
M-9 Principal Distribution Amount
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|
Class
M-10 Certificate
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|
Class
M-10 Principal Distribution Amount
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|
Class
P Certificate
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|
Class
R Certificate
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|
Class
R-1 Interest
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Class
R-2 Interest
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Class
R-3 Interest
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Closing
Date
|
|
Code
|
|
Collateral
Value
|
|
Commission
|
|
Compensating
Interest
|
|
Corporate
Trust Office
|
|
Corresponding
Certificate
|
|
Credit
Support Depletion Date
|
|
Curtailment
|
|
Custodial
Account
|
|
Custodial
Agreement
|
|
Custodian
|
|
Cut-off
Date
|
|
Defaulting
Party
|
|
Deficient
Valuation
|
|
Definitive
Certificate
|
|
Deleted
Mortgage Loan
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|
Delinquent
|
|
Depositor
|
|
Depository
|
|
Depository
Participant
|
|
Determination
Date
|
|
Disqualified
Organization
|
|
Distribution
Date
|
|
Due
Date
|
|
Due
Period
|
|
XXXXX
|
|
Eligible
Account
|
|
ERISA
Restricted Certificates
|
|
Event
of Default
|
|
Exchange
Act Reports
|
|
Exchange
Act
|
|
Extra
Principal Distribution Amount
|
|
Xxxxxx
Xxx
|
|
FDIC
|
|
Xxxxx
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|
Xxxxxxx
Mac
|
|
Initial
Certificate Principal Balance
|
|
Initial
Notional Amount
|
|
Insurance
Policy
|
|
Insurance
Proceeds
|
|
Interest
Carry Forward Amount
|
|
Interest
Determination Date
|
|
Interest
Remittance Amount
|
|
Late
Collections
|
|
Lender-Paid
Insured Loans
|
|
Lender-Paid
Primary Insurance Policy
|
|
Lender-Paid
Primary Insurance Rate
|
|
LIBOR
|
|
LIBOR
Business Day
|
|
Liquidated
Mortgage Loan
|
|
Liquidation
Proceeds
|
|
Loan-to-Value
Ratio
|
|
Lost
Note Affidavit
|
|
Majority
Class C Certificateholder
|
|
Marker
Rate
|
|
Master
Servicer
|
|
Master
Servicing Fee
|
|
Master
Servicing Fee Rate
|
|
Maximum
Uncertificated Accrued Interest Deferral Amount
|
|
MERS
|
|
MERS®
System
|
|
MIN
|
|
MOM
Loan
|
|
Monthly
Payment
|
|
Xxxxx’x
|
|
Mortgage
|
|
Mortgage
File
|
|
Mortgage
Loan
|
|
Mortgage
Loan Purchase Agreement
|
|
Mortgage
Loan Schedule
|
|
Mortgage
Note
|
|
Mortgage
Rate
|
|
Mortgaged
Property
|
|
Mortgagor
|
|
Net
Liquidation Proceeds
|
|
Net
Monthly Excess Cashflow
|
|
Net
Mortgage Rate
|
|
Net
Prepayment Interest Shortfall
|
|
Net
Swap Payment
|
|
Net
WAC Rate
|
|
Nonrecoverable
Advance
|
|
Non-United
States Person
|
|
Notional
Amount
|
|
Offered
Certificates
|
|
Officers’
Certificate
|
|
Opinion
of Counsel
|
|
Optional
Termination Date
|
|
OTS
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|
Outstanding
Mortgage Loan
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|
Overcollateralization
Deficiency Amount
|
|
Overcollateralization
Floor Amount
|
|
Overcollateralization
Release Amount
|
|
Overcollateralization
Target Amount
|
|
Overcollateralized
Amount
|
|
Ownership
Interest
|
|
Pass-Through
Rate
|
|
Percentage
Interest
|
|
Permitted
Investment
|
|
Permitted
Transferee
|
|
Person
|
|
Prepayment
Assumption
|
|
Prepayment
Charge
|
|
Prepayment
Interest Shortfall
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|
Prepayment
Period
|
|
Primary
Hazard Insurance Policy
|
|
Primary
Insurance Policy
|
|
Principal
Distribution Amount
|
|
Principal
Prepayment
|
|
Principal
Prepayment in Full
|
|
Principal
Remittance Amount
|
|
Prospectus
Supplement
|
|
Protected
Account
|
|
Purchase
Price
|
|
Qualified
Insurer
|
|
Qualified
Substitute Mortgage Loan
|
|
Rating
Agency
|
|
Realized
Loss
|
|
Record
Date
|
|
Regular
Certificate
|
|
Regular
Interest
|
|
Relief
Act
|
|
Relief
Act Interest Shortfall
|
|
REMIC
|
|
REMIC
1
|
|
REMIC
1 Regular Interests
|
|
REMIC
1 Regular Interest
|
|
REMIC
2
|
|
REMIC
2 Interest Loss Allocation Amount
|
|
REMIC
2 Marker Allocation Percentage
|
|
REMIC
2 Overcollateralized Amount
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|
REMIC
2 Principal Loss Allocation Amount
|
|
REMIC
2 Overcollateralization Target Amount
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|
REMIC
2 Regular Interests
|
|
REMIC
3
|
|
REMIC
Provisions
|
|
REMIC
Regular Interest
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|
Remittance
Report
|
|
REO
Acquisition
|
|
REO
Disposition
|
|
REO
Imputed Interest
|
|
REO
Proceeds
|
|
REO
Property
|
|
Request
for Release
|
|
Residual
Certificates
|
|
Residual
Interest
|
|
Responsible
Officer
|
|
Securities
Administrator
|
|
Senior
Enhancement Percentage
|
|
Servicer
|
|
Servicer
Remittance Date
|
|
Servicing
Advances
|
|
Servicing
Agreement
|
|
Servicing
Criteria
|
|
Servicing
Fee
|
|
Servicing
Fee Rate
|
|
Single
Certificate
|
|
Sponsor
|
|
Standard
& Poor’s
|
|
Startup
Day
|
|
Stated
Principal Balance
|
|
Stepdown
Date
|
|
Subservicer
|
|
Subservicer
Remittance Date
|
|
Subservicing
Agreement
|
|
Subsequent
Recoveries
|
|
Substitution
Adjustment
|
|
Supplemental
Interest Trust
|
|
Swap
Agreement
|
|
Swap
LIBOR
|
|
Swap
Provider
|
|
Swap
Provider Trigger Event
|
|
Swap
Termination Payment
|
|
Tax
Returns
|
|
Transfer
|
|
Transferor
|
|
Trigger
Event
|
|
Trust
Fund or Trust
|
|
Trust
REMIC
|
|
Trustee
|
|
Uncertificated
Accrued Interest
|
|
Uncertificated
Notional Amount
|
|
Uncertificated
Notional Amount
|
|
Uncertificated
Principal Balance
|
|
Uncertificated
Pass-Through Rate
|
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
Uncertificated
REMIC 0 Xxxx-Xxxxxxx Xxxx
|
|
Xxxxxxxxx
Xxxxx
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|
Xxxxxx
Xxxxxx Person
|
|
Voting
Rights
|
|
Weighted
Average Net Mortgage Rate
|
|
Section
1.02
|
Determination
of LIBOR.
|
|
Section
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
Section
2.01
|
Conveyance
of Mortgage Loans.
|
|
Section
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Depositor.
|
|
Section
2.04
|
Assignment
of Interest in the Mortgage Loan Purchase Agreement.
|
|
Section
2.05
|
Issuance
of Certificates; Conveyance of REMIC Regular Interests and Acceptance
of
REMIC 1, REMIC 2 and REMIC 3 by the Trustee.
|
|
Section
2.06
|
Negative
Covenants of the Trustee and Master Servicer.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE TRUST FUND
|
|
|
Section
3.01
|
Administration
and Servicing of Mortgage Loans.
|
|
Section
3.02
|
REMIC-Related
Covenants.
|
|
Section
3.03
|
Monitoring
of Servicer.
|
|
Section
3.04
|
Fidelity
Bond.
|
|
Section
3.05
|
Power
to Act; Procedures.
|
|
Section
3.06
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.07
|
Release
of Mortgage Files.
|
|
Section
3.08
|
Documents,
Records and Funds in Possession of Master Servicer To Be Held
for
Trustee.
|
|
Section
3.09
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
|
Section
3.10
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.11
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.12
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
|
Section
3.13
|
Realization
Upon Defaulted Mortgage Loans.
|
|
Section
3.14
|
Compensation
for the Master Servicer.
|
|
Section
3.15
|
REO
Property.
|
|
Section
3.16
|
Protected
Accounts.
|
|
Section
3.17
|
Custodial
Account.
|
|
Section
3.18
|
Permitted
Withdrawals and Transfers from the Custodial Account.
|
|
Section
3.19
|
Certificate
Account.
|
|
Section
3.20
|
Permitted
Withdrawals and Transfers from the Certificate Account.
|
|
Section
3.21
|
Annual
Statement as to Compliance.
|
|
Section
3.22
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.23
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.24
|
Intention
of the Parties and Interpretation.
|
|
Section
3.25
|
UCC.
|
|
Section
3.26
|
Optional
Purchase of Defaulted Mortgage Loans.
|
|
ARTICLE
IV
|
|
|
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
|
Section
4.01
|
Distributions.
|
|
Section
4.02
|
Statements
to Certificateholders.
|
|
Section
4.03
|
Remittance
Reports; Advances by the Master Servicer.
|
|
Section
4.04
|
Distributions
on the REMIC Regular Interests.
|
|
Section
4.05
|
Allocation
of Realized Losses.
|
|
Section
4.06
|
Information
Reports to Be Filed by the Servicer.
|
|
Section
4.07
|
Compliance
with Withholding Requirements.
|
|
Section
4.08
|
Basis
Risk Shortfall Reserve Fund.
|
|
Section
4.09
|
Supplemental
Interest Trust.
|
|
Section
4.10
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
ARTICLE
V
|
|
|
THE
CERTIFICATES
|
|
|
Section
5.01
|
The
Certificates.
|
|
Section
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
5.04
|
Persons
Deemed Owners.
|
|
Section
5.05
|
Rule
144A Information.
|
|
ARTICLE
VI
|
|
|
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
|
Section
6.01
|
Liability
of the Depositor and the Master Servicer.
|
|
Section
6.02
|
Merger,
Consolidation or Conversion of the Depositor or the Master
Servicer.
|
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer, the Securities
Administrator and Others.
|
|
Section
6.04
|
Limitation
on Resignation of the Master Servicer.
|
|
Section
6.05
|
Sale
and Assignment of Master Servicing.
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
Section
7.01
|
Events
of Default.
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
7.03
|
Notification
to Certificateholders.
|
|
Section
7.04
|
Waiver
of Events of Default.
|
|
Section
7.05
|
List
of Certificateholders.
|
|
ARTICLE
VIII
|
|
|
CONCERNING
THE TRUSTEE AND SECURITIES ADMINISTRATOR
|
|
|
Section
8.01
|
Duties
of Trustee and the Securities Administrator.
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
|
Section
8.03
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
Section
8.04
|
Trustee
and Securities Administrator May Own Certificates.
|
|
Section
8.05
|
Trustee’s
and Securities Administrator’s Fees.
|
|
Section
8.06
|
Eligibility
Requirements for Trustee and the Securities
Administrator.
|
|
Section
8.07
|
Resignation
and Removal of the Trustee and the Securities
Administrator.
|
|
Section
8.08
|
Successor
Trustee and Successor Securities Administrator.
|
|
Section
8.09
|
Merger
or Consolidation of Trustee or Securities
Administrator.
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
ARTICLE
IX
|
|
|
TERMINATION
|
|
|
Section
9.01
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans or upon
Purchase of
Certificates.
|
|
Section
9.02
|
Termination
of REMIC 2, and REMIC 3.
|
|
Section
9.03
|
Additional
Termination Requirements.
|
|
ARTICLE
X
|
|
|
REMIC
PROVISIONS
|
|
|
Section
10.01
|
REMIC
Administration.
|
|
Section
10.02
|
Prohibited
Transactions and Activities.
|
|
Section
10.03
|
Master
Servicer, Securities Administrator and Trustee
Indemnification.
|
|
ARTICLE
XI
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
Section
11.01
|
Amendment.
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
11.03
|
Limitation
on Rights of Certificateholders.
|
|
Section
11.04
|
Governing
Law.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Successors
and Assigns.
|
|
Section
11.08
|
Article
and Section Headings.
|
|
Section
11.09
|
Notice
to Rating Agencies.
|
|
Section
11.10
|
Third
Party Rights.
|
Signatures
Acknowledgments
|
Exhibit
A
|
Form
of Class A Certificate
|
|
Exhibit
B-1
|
Form
of Class M Certificate
|
|
Exhibit
B-2
|
Form
of Class C Certificate
|
|
Exhibit
B-3
|
Form
of Class P Certificate
|
|
Exhibit
B-4
|
Form
of Class R Certificate
|
|
Exhibit
C
|
Form
of Custodian Initial Certification
|
|
Exhibit
D
|
Form
of Custodian Final Certification
|
|
Exhibit
E
|
Form
of Remittance Report
|
|
Exhibit
F
|
Form
of Request for Release
|
|
Exhibit
G-1
|
Form
of Investor Representation Letter
|
|
Exhibit
G-2
|
Form
of Transferor Representation Letter
|
|
Exhibit
G-3
|
Form
of Rule 144A Investment Representation
|
|
Exhibit
G-4
|
Form
of Transferor Certificate for Transfers of Residual
Certificates
|
|
Exhibit
G-5
|
Form
of Transfer Affidavit and Agreement for Transfers of Residual
Certificates
|
|
Exhibit
H
|
Mortgage
Loan Schedule
|
|
Exhibit
I
|
[Reserved]
|
|
Exhibit
J
|
[Reserved]
|
|
Exhibit
K
|
Form
of Assignment Agreement
|
|
Exhibit
L
|
Form
of Back-up Certification
|
|
Exhibit
M
|
Servicing
Agreement
|
|
Exhibit
N
|
Form
of Custodial Agreement
|
|
Exhibit
O
|
Interest
Rate Swap Agreement
|
|
Exhibit
P
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
Q
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
R
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
S
|
Additional
Disclosure Notification
|
This
Pooling and Servicing Agreement, dated and effective as of June 1, 2006,
is
entered into among Opteum Mortgage Acceptance Corporation, as depositor
(the
“Depositor”), Xxxxx Fargo Bank, N.A., as master servicer (in such capacity, the
“Master Servicer”) and as securities administrator (in such capacity, the
“Securities Administrator”), and HSBC Bank USA, National Association, as trustee
(the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the
Trust
Fund created hereunder. The Certificates will consist of seventeen classes
of
certificates, designated as (i) the Class
A1A, Class A1B, Class A1C, Class A2 Certificates, (ii)
the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9 and Class M-10 Certificates, (iii) the Class C
Certificates, (iv) the Class P Certificates and (v) the Class R
Certificates.
REMIC
1
As
provided herein, the Securities Administrator will make an election to
treat the
segregated pool of assets consisting of the Trust Fund (exclusive of the
Basis
Risk Shortfall Reserve Fund and for the avoidance of doubt, the Supplemental
Interest Trust and the Swap Agreement) as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC 1”.
The Class R-1 Interest will represent the sole class of “residual interests” in
REMIC 1 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
1 Pass-Through Rate, the initial Uncertificated Principal Balance, and
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 1 Regular Interests. None
of the REMIC 1 Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
|
I
|
(2)
|
$
|
3,688,419.46
|
July
25, 2036
|
|
I-1-A
|
(2)
|
$
|
3,228,186.00
|
July
25, 2036
|
|
I-1-B
|
(2)
|
$
|
3,228,186.00
|
July
25, 2036
|
|
I-2-A
|
(2)
|
$
|
4,026,978.00
|
July
25, 2036
|
|
I-2-B
|
(2)
|
$
|
4,026,978.00
|
July
25, 2036
|
|
I-3-A
|
(2)
|
$
|
4,818,705.00
|
July
25, 2036
|
|
I-3-B
|
(2)
|
$
|
4,818,705.00
|
July
25, 2036
|
|
I-4-A
|
(2)
|
$
|
5,597,643.00
|
July
25, 2036
|
|
I-4-B
|
(2)
|
$
|
5,597,643.00
|
July
25, 2036
|
|
I-5-A
|
(2)
|
$
|
6,356,632.50
|
July
25, 2036
|
|
I-5-B
|
(2)
|
$
|
6,356,632.50
|
July
25, 2036
|
|
I-6-A
|
(2)
|
$
|
7,086,593.25
|
July
25, 2036
|
|
I-6-B
|
(2)
|
$
|
7,086,593.25
|
July
25, 2036
|
|
I-7-A
|
(2)
|
$
|
7,773,131.25
|
July
25, 2036
|
|
I-7-B
|
(2)
|
$
|
7,773,131.25
|
July
25, 2036
|
|
I-8-A
|
(2)
|
$
|
8,378,902.50
|
July
25, 2036
|
|
I-8-B
|
(2)
|
$
|
8,378,902.50
|
July
25, 2036
|
|
I-9-A
|
(2)
|
$
|
8,782,497.75
|
July
25, 2036
|
|
I-9-B
|
(2)
|
$
|
8,782,497.75
|
July
25, 2036
|
|
I-10-A
|
(2)
|
$
|
8,912,710.50
|
July
25, 2036
|
|
I-10-B
|
(2)
|
$
|
8,912,710.50
|
July
25, 2036
|
|
I-11-A
|
(2)
|
$
|
8,749,302.75
|
July
25, 2036
|
|
I-11-B
|
(2)
|
$
|
8,749,302.75
|
July
25, 2036
|
|
I-12-A
|
(2)
|
$
|
8,375,990.25
|
July
25, 2036
|
|
I-12-B
|
(2)
|
$
|
8,375,990.25
|
July
25, 2036
|
|
I-13-A
|
(2)
|
$
|
7,968,356.25
|
July
25, 2036
|
|
I-13-B
|
(2)
|
$
|
7,968,356.25
|
July
25, 2036
|
|
I-14-A
|
(2)
|
$
|
7,580,557.50
|
July
25, 2036
|
|
I-14-B
|
(2)
|
$
|
7,580,557.50
|
July
25, 2036
|
|
I-15-A
|
(2)
|
$
|
7,211,608.50
|
July
25, 2036
|
|
I-15-B
|
(2)
|
$
|
7,211,608.50
|
July
25, 2036
|
|
I-16-A
|
(2)
|
$
|
6,860,628.00
|
July
25, 2036
|
|
I-16-B
|
(2)
|
$
|
6,860,628.00
|
July
25, 2036
|
|
I-17-A
|
(2)
|
$
|
6,526,732.50
|
July
25, 2036
|
|
I-17-B
|
(2)
|
$
|
6,526,732.50
|
July
25, 2036
|
|
I-18-A
|
(2)
|
$
|
6,209,084.25
|
July
25, 2036
|
|
I-18-B
|
(2)
|
$
|
6,209,084.25
|
July
25, 2036
|
|
I-19-A
|
(2)
|
$
|
5,906,829.75
|
July
25, 2036
|
|
I-19-B
|
(2)
|
$
|
5,906,829.75
|
July
25, 2036
|
|
I-20-A
|
(2)
|
$
|
5,619,303.75
|
July
25, 2036
|
|
I-20-B
|
(2)
|
$
|
5,619,303.75
|
July
25, 2036
|
|
I-21-A
|
(2)
|
$
|
5,345,829.75
|
July
25, 2036
|
|
I-21-B
|
(2)
|
$
|
5,345,829.75
|
July
25, 2036
|
|
I-22-A
|
(2)
|
$
|
5,085,360.00
|
July
25, 2036
|
|
I-22-B
|
(2)
|
$
|
5,085,360.00
|
July
25, 2036
|
|
I-23-A
|
(2)
|
$
|
4,837,563.00
|
July
25, 2036
|
|
I-23-B
|
(2)
|
$
|
4,837,563.00
|
July
25, 2036
|
|
I-24-A
|
(2)
|
$
|
4,602,084.75
|
July
25, 2036
|
|
I-24-B
|
(2)
|
$
|
4,602,084.75
|
July
25, 2036
|
|
I-25-A
|
(2)
|
$
|
4,378,077.00
|
July
25, 2036
|
|
I-25-B
|
(2)
|
$
|
4,378,077.00
|
July
25, 2036
|
|
I-26-A
|
(2)
|
$
|
4,165,013.25
|
July
25, 2036
|
|
I-26-B
|
(2)
|
$
|
4,165,013.25
|
July
25, 2036
|
|
I-27-A
|
(2)
|
$
|
3,962,298.75
|
July
25, 2036
|
|
I-27-B
|
(2)
|
$
|
3,962,298.75
|
July
25, 2036
|
|
I-28-A
|
(2)
|
$
|
3,769,456.50
|
July
25, 2036
|
|
I-28-B
|
(2)
|
$
|
3,769,456.50
|
July
25, 2036
|
|
I-29-A
|
(2)
|
$
|
3,586,003.50
|
July
25, 2036
|
|
I-29-B
|
(2)
|
$
|
3,586,003.50
|
July
25, 2036
|
|
I-30-A
|
(2)
|
$
|
3,411,485.25
|
July
25, 2036
|
|
I-30-B
|
(2)
|
$
|
3,411,485.25
|
July
25, 2036
|
|
I-31-A
|
(2)
|
$
|
3,245,454.00
|
July
25, 2036
|
|
I-31-B
|
(2)
|
$
|
3,245,454.00
|
July
25, 2036
|
|
I-32-A
|
(2)
|
$
|
3,087,864.75
|
July
25, 2036
|
|
I-32-B
|
(2)
|
$
|
3,087,864.75
|
July
25, 2036
|
|
I-33-A
|
(2)
|
$
|
2,937,564.75
|
July
25, 2036
|
|
I-33-B
|
(2)
|
$
|
2,937,564.75
|
July
25, 2036
|
|
I-34-A
|
(2)
|
$
|
2,794,568.25
|
July
25, 2036
|
|
I-34-B
|
(2)
|
$
|
2,794,568.25
|
July
25, 2036
|
|
I-35-A
|
(2)
|
$
|
2,658,535.50
|
July
25, 2036
|
|
I-35-B
|
(2)
|
$
|
2,658,535.50
|
July
25, 2036
|
|
I-36-A
|
(2)
|
$
|
2,529,110.25
|
July
25, 2036
|
|
I-36-B
|
(2)
|
$
|
2,529,110.25
|
July
25, 2036
|
|
I-37-A
|
(2)
|
$
|
1,791,540.00
|
July
25, 2036
|
|
I-37-B
|
(2)
|
$
|
1,791,540.00
|
July
25, 2036
|
|
I-38-A
|
(2)
|
$
|
2,288,900.25
|
July
25, 2036
|
|
I-38-B
|
(2)
|
$
|
2,288,900.25
|
July
25, 2036
|
|
I-39-A
|
(2)
|
$
|
2,177,488.50
|
July
25, 2036
|
|
I-39-B
|
(2)
|
$
|
2,177,488.50
|
July
25, 2036
|
|
I-40-A
|
(2)
|
$
|
2,071,497.75
|
July
25, 2036
|
|
I-40-B
|
(2)
|
$
|
2,071,497.75
|
July
25, 2036
|
|
I-41-A
|
(2)
|
$
|
1,970,667.00
|
July
25, 2036
|
|
I-41-B
|
(2)
|
$
|
1,970,667.00
|
July
25, 2036
|
|
I-42-A
|
(2)
|
$
|
1,874,743.50
|
July
25, 2036
|
|
I-42-B
|
(2)
|
$
|
1,874,743.50
|
July
25, 2036
|
|
I-43-A
|
(2)
|
$
|
1,783,489.50
|
July
25, 2036
|
|
I-43-B
|
(2)
|
$
|
1,783,489.50
|
July
25, 2036
|
|
I-44-A
|
(2)
|
$
|
1,696,674.00
|
July
25, 2036
|
|
I-44-B
|
(2)
|
$
|
1,696,674.00
|
July
25, 2036
|
|
I-45-A
|
(2)
|
$
|
1,614,084.75
|
July
25, 2036
|
|
I-45-B
|
(2)
|
$
|
1,614,084.75
|
July
25, 2036
|
|
I-46-A
|
(2)
|
$
|
1,535,515.50
|
July
25, 2036
|
|
I-46-B
|
(2)
|
$
|
1,535,515.50
|
July
25, 2036
|
|
I-47-A
|
(2)
|
$
|
1,460,769.75
|
July
25, 2036
|
|
I-47-B
|
(2)
|
$
|
1,460,769.75
|
July
25, 2036
|
|
I-48-A
|
(2)
|
$
|
1,389,662.25
|
July
25, 2036
|
|
I-48-B
|
(2)
|
$
|
1,389,662.25
|
July
25, 2036
|
|
I-49-A
|
(2)
|
$
|
1,322,015.25
|
July
25, 2036
|
|
I-49-B
|
(2)
|
$
|
1,322,015.25
|
July
25, 2036
|
|
I-50-A
|
(2)
|
$
|
24,600,309.75
|
July
25, 2036
|
|
I-50-B
|
(2)
|
$
|
24,600,309.75
|
July
25, 2036
|
|
P
|
(2)
|
$
|
100.00
|
July
25, 2036
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date
for the
Mortgage Loan with the latest possible maturity date has been
designated
as the “latest possible maturity date” for each REMIC 1 Regular
Interest.
|
|
(2)
|
Calculated
in accordance
with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
|
REMIC
2
As
provided herein, the Securities Administrator will make an election to
treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as
a REMIC
for federal income tax purposes, and such segregated pool of assets will
be
designated as “REMIC 2”. The Class R-2 Interest will represent the sole class of
“residual interests” in REMIC 2 for purposes of the REMIC
Provisions.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance, and
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests. None
of the REMIC 2 Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
|
LT-AA
|
(2)
|
$
|
481,744,891.56
|
July
25, 2036
|
|
LT-A1A
|
(2)
|
$
|
1,846,000.00
|
July
25, 2036
|
|
LT-A1B
|
(2)
|
$
|
1,442,690.00
|
July
25, 2036
|
|
LT-A1C
|
(2)
|
$
|
719,620.00
|
July
25, 2036
|
|
LT-A2
|
(2)
|
$
|
445,370.00
|
July
25, 2036
|
|
LT-M-1
|
(2)
|
$
|
86,020.00
|
July
25, 2036
|
|
LT-M-2
|
(2)
|
$
|
73,730.00
|
July
25, 2036
|
|
LT-M-3
|
(2)
|
$
|
46,700.00
|
July
25, 2036
|
|
LT-M-4
|
(2)
|
$
|
41,790.00
|
July
25, 2036
|
|
LT-M-5
|
(2)
|
$
|
39,330.00
|
July
25, 2036
|
|
LT-M-6
|
(2)
|
$
|
31,950.00
|
July
25, 2036
|
|
LT-M-7
|
(2)
|
$
|
27,040.00
|
July
25, 2036
|
|
LT-M-8
|
(2)
|
$
|
24,580.00
|
July
25, 2036
|
|
LT-M-9
|
(2)
|
$
|
24,580.00
|
July
25, 2036
|
|
LT-M-10
|
(2)
|
$
|
29,480.00
|
July
25, 2036
|
|
LT-ZZ
|
(2)
|
$
|
4,952,648.40
|
July
25, 2036
|
|
LT-IO
|
(2)
|
(3)
|
July
25, 0000
|
|
|
XX-X
|
(2)
|
$
|
100.00
|
July
25, 2036
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date
for the
Mortgage Loan with the latest possible maturity date has been
designated
as the “latest possible maturity date” for each REMIC 1 Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
2 Regular Interest LT-IO will not have a Certificate Principal
Balance,
but will accrue interest on its Uncertificated Notional Amount,
as defined
herein.
|
REMIC
3
As
provided herein, the Securities Administrator will make an election to
treat the
segregated pool of assets consisting of the REMIC 2 Regular Interests as
a REMIC
for federal income tax purposes, and such segregated pool of assets will
be
designated as “REMIC 3”. The Class R-3 Interest will represent the sole class of
“residual interests” in REMIC 3 for purposes of the REMIC
Provisions.
The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Initial Certificate Principal Balance for each Class of Certificates
and
Interests that represents ownership of one or more of the “regular interests” in
REMIC 3 created hereunder.
Each
Certificate, other than the Class P Certificate, the Class C Certificate
and the
Class R Certificates, represents ownership of a regular interest in REMIC
3 and
also represents (i) the right to receive payments with respect to the
Basis
Risk Shortfall Carry-Forward Amount and
(ii) the obligation to pay the Class IO Distribution Amount (as defined
herein).
The entitlement to principal of each REMIC 3 Regular Interest ownership
of which
is represented by a regular interest which corresponds to each Certificate
shall
be equal in amount and timing to the entitlement to principal of such
Certificate.
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final Maturity
Date(1)
|
|
|
Class
A1A(2)
|
$
|
184,600,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
A1B(2)
|
$
|
144,269,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
A1C(2)
|
$
|
71,962,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
A2(2)
|
$
|
44,532,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-1(2)
|
$
|
8,602,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-2(2)
|
$
|
7,373,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-3(2)
|
$
|
4,670,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-4(2)
|
$
|
4,179,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-5(2)
|
$
|
3,933,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-6(2)
|
$
|
3,195,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-7(2)
|
$
|
2,704,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-8(2)
|
$
|
2,458,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-9(2)
|
$
|
2,458.000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
M-10(2)
|
$
|
2,948,000.00
|
Adjustable(3)
|
July
25, 2036
|
|
Class
C
|
$
|
3,688,839.46
|
Variable(4)
|
July
25, 2036
|
|
Class
P
|
$
|
100.00
|
(5)
|
July
25, 2036
|
|
Class
IO Interest
|
(6)
|
(7)
|
July
25, 2036
|
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date
for the
Mortgage Loan with the latest possible maturity date has been
designated
as the “latest possible maturity date” for each REMIC 3 Regular
Interest.
|
|
(2)
|
This
Class of Certificates represents ownership of a “regular interest” in
REMIC 3. Any amount distributed on this Class of Certificates
on any
Distribution Date in excess of the amount distributable on the
related
REMIC 3 Regular Interest on such Distribution Date shall be treated
for
federal income tax purposes as having been paid from the Basis
Risk
Shortfall Reserve Fund or the Supplemental Interest Trust, as
applicable,
and any amount distributable on such REMIC 3 regular interest
on such
Distribution Date in excess of the amount distributable on such
Class of
Certificates on such Distribution Date shall be treated as having
been
paid in respect of such certificate and paid by the holder thereof
to the
Supplemental Interest Trust, all pursuant to and as further provided
in
Section 4.09 hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
REMIC 3 Regular Interest the ownership of which is represented
by a Class
A Certificate or Class M Certificate will have the same Pass-Through
Rate
as such Certificate, except with respect to the Net WAC Rate.
The Net WAC
Rate for each such REMIC 3 Regular Interest and Certificate are
specified
in the definition of Net WAC Rate.
|
|
(4)
|
The
Class C Certificates will accrue interest at its variable Pass-Through
Rate on the Notional Amount of the Class C Certificates outstanding
from
time to time which shall equal the aggregate of the Uncertificated
Principal Balances of the REMIC 2 Regular Interests (other than
REMIC 2
Regular Interest LT-P). The Class C Certificates will not accrue
interest
on its Certificate Principal
Balance.
|
|
(5)
|
The
Class P Certificates do not accrue
interest.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC 2 Regular Interest LT-IO.
|
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC 2 Regular Interest
IO.
|
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Unless
otherwise specified, all calculations in respect of interest on the Class
A
Certificates and the Class M Certificates shall be made on the basis of
a
360-day year consisting of the actual number of days in the related Accrual
Period. All calculations of interest with regard to the Class C Certificates,
Class IO Interest, REMIC 1 Regular Interests and REMIC 2 Regular Interest
shall
be on the basis of a 360-day year consisting of twelve 30-days months.
The Class
P and Class R Certificates do not accrue interest.
“10-K
Filing Deadline”: As defined in Section 3.23(a)(iii)(A).
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage master servicing practices of prudent
mortgage master servicing institutions that 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 (except in its capacity as successor to the Servicer),
or
(y) as provided in this Agreement, to the extent applicable to the Master
Servicer, but in no event below the standard set forth in clause
(x).
“Accrual
Period”: With respect to any Distribution Date, the Class A Certificates and
Class M Certificates, the period commencing on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the
Closing
Date) and ending on the day immediately preceding the current Distribution
Date.
With respect to any Distribution Date and the Class C Certificates, the
calendar
month preceding the month in which such Distribution Date occurs. The Class
P
Certificates and Class R Certificates
will
not
accrue any interest and therefore have no Accrual Period.
“Accrued
Certificate Interest”: With respect to the Class A Certificates, Class M
Certificates and Class C Certificates and any Distribution Date, the amount
of
interest accrued during the related Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balance (or Notional Amount in the case
of the
Class C Certificates) of such Class immediately prior to such Distribution
Date,
in each case, reduced by any Net Prepayment Interest Shortfalls and Relief
Act
Interest Shortfalls (allocated to such Certificate as set forth in
Section 1.03). The Accrued Certificate Interest on the Class A Certificates
and Class M Certificates will be calculated on the basis of a 360-day year
and
the actual number of days in the related Accrual Period. The Accrued Certificate
Interest on the Class C Certificates will be calculated on the basis of
a
360-day year consisting of twelve 30-days months.
“Additional
Disclosure Notification”: As defined in Section 3.23(a)(i)(B).
“Additional
Form 10-D Disclosure”: As defined in Section 3.23(a)(i)(A).
“Additional
Form 10-K Disclosure”: As defined in Section 3.23(a)(iii)(A).
“Adjustable
Rate Mortgage Loans”: The Mortgage Loans identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is adjustable at any point during
the
life of the related Mortgage, including any Mortgage Loans delivered in
replacement thereof.
“Advance”:
As to any Mortgage Loan, any advance made by the Servicer or the Master
Servicer
on any Distribution Date pursuant to Section 4.03.
“Affected
Party”: As defined in the Swap Agreement.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by
or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract
or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Aggregate
Stated Principal Balance”: As of any date of determination, the aggregate Stated
Principal Balance of the Mortgage Loans.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Class M Certificates and the Class A Certificates, an amount equal to the
sum of
any Realized Loss allocated to that class of Certificates on that Distribution
Date and any Allocated Realized Loss Amount for that class remaining unpaid
from
any previous Distribution Date.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument,
in
recordable form, which is sufficient under the laws of the jurisdiction
wherein
the related Mortgaged Property is located to reflect a record the sale
of the
Mortgage.
“Assignment
Agreement”: The Assignment, Assumption and Recognition Agreement, dated as of
the Closing Date, among the Depositor, the Trustee and the Sponsor, whereby
the
Servicing Agreement is being assigned to the Trust, and attached hereto
as
Exhibit K.
“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to
the aggregate of the following amounts with respect to the Mortgage Loans:
(a)
all previously undistributed payments on account of principal and all previously
undistributed payments on account of interest received after the Cut-off
Date
and on or prior to the related Determination Date, (b) any Advances and
Compensating Interest paid by the Servicer or the Master Servicer with
respect
to such Distribution Date and (c) any reimbursed amount in connection with
losses on investments of deposits in an account, except: (i) all payments
that
were due on or before the Cut-off Date; (ii) all Principal Prepayments,
Liquidation Proceeds, Prepayment Interest Excess and Subsequent Recoveries
received after the applicable Prepayment Period; (iii) all payments, other
than
Principal Prepayments, that represent early receipt of scheduled payments
due on
a date or dates subsequent to the related Due Date; (iv) amounts received
on
particular Mortgage Loans as late payments of principal or interest and
respecting which, and to the extent that, there are any unreimbursed Advances;
(v) any investment earnings on amounts on deposit in the Custodial Account
and
the Certificate Account and amounts permitted to be withdrawn from the
Custodial
Account and the Certificate Account pursuant to this Agreement; (vi) amounts
needed to pay the Servicing Fees or to reimburse the Servicer or the Master
Servicer for amounts due under the Servicing Agreement and the Agreement
to the
extent such amounts have not been retained by, or paid previously to, the
Servicer or the Master Servicer; (vii) to pay any fees with respect to
either
Lender-Paid Primary Insurance Policy; and (viii) any amounts reimbursable
to the
Trustee, the Master Servicer, the Securities Administrator and the Custodian
pursuant to this Agreement.
“Back-Up
Certification”: As defined in the Section 3.23(a)(iii)(D).
“Bankruptcy
Code”: The Bankruptcy Code of 1978, as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess, if any, of (x) the Principal Remittance Amount for such Distribution
Date, over (y) the Overcollateralization Release Amount.
“Basis
Risk Shortfall”: With respect to any Class of the Class A Certificates and Class
M Certificates, on each Distribution Date where the clause (ii) of the
definition of “Pass-Through Rate” is less than the related clause (i) of the
related definition of “Pass-Through Rate”, the excess, if any, of (x) the
aggregate Accrued Certificate Interest thereon for such Distribution Date
calculated pursuant to clause (i) of the related definition of “Pass-Through
Rate,” over (y) interest accrued on the Mortgage Loans at the Net WAC
Rate.
“Basis
Risk Shortfall Carry-Forward Amount”: With respect to each Class of the Class A
Certificates and Class M Certificates and any Distribution Date, as determined
separately for each such Class of the Class A Certificates or Class M
Certificates, an amount equal to the aggregate amount of Basis Risk Shortfall
for such Certificates on such Distribution Date, if any, plus any unpaid
Basis
Risk Shortfall for such Class of Certificates from prior Distribution Dates,
plus interest thereon at the Pass-Through Rate for such Distribution Date,
to
the extent not previously reimbursed by the Net Monthly Excess Cashflow
or
payments from the Supplemental Interest Trust.
“Basis
Risk Shortfall Reserve Fund”: A reserve fund established by the Securities
Administrator on behalf of the Trustee for the benefit of the Holders of
the
Class A Certificates and Class M Certificates. The Basis Risk Shortfall
Reserve
Fund is an “outside reserve fund” within the meaning of Treasury regulation
Section 1.860G-2(h), which is not an asset of any REMIC, ownership of which
is evidenced by the Class C Certificates, and which is established and
maintained pursuant to Section 4.08.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee.
“Business
Day”: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which
the
New York Stock Exchange or Federal Reserve is closed or on which banking
institutions in the jurisdiction in which the Trustee, the Master Servicer,
the
Servicer, any Subservicer or the Corporate Trust Office of the Securities
Administrator is located are authorized or obligated by law or executive
order
to be closed.
“Cash
Liquidation”: As to any defaulted Mortgage Loan other than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Servicer that
it has
received all Insurance Proceeds, Liquidation Proceeds and other payments
or cash
recoveries which the Servicer reasonably and in good faith expects to be
finally
recoverable with respect to such Mortgage Loan.
“Cenlar”:
Cenlar FSB.
“Certificate”:
Any Class A, Class M, Class C, Class P or Class R Certificate.
“Certificate
Account”: The trust account or accounts created and maintained pursuant to
Section 3.19, which shall be entitled “HSBC Bank USA, National Association,
in trust for registered holders of Opteum Mortgage Acceptance Corporation,
Asset-Backed Pass-Through Certificates, Series 2006-2”, and which account or
accounts must each be an Eligible Account.
“Certificate
Account Deposit Date”: With respect to any Distribution Date, the Business Day
immediately preceding such Distribution Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that only a Permitted Transferee shall be
a holder
of a Residual Certificate for any purposes hereof and, solely for the purposes
of giving any consent pursuant to this Agreement, any Certificate registered
in
the name of the Depositor or the Master Servicer or any affiliate thereof
shall
be deemed not to be outstanding and the Voting Rights to which such Certificate
is entitled shall not be taken into account in determining whether the
requisite
percentage of Voting Rights necessary to effect any such consent has been
obtained, except as otherwise provided in Section 11.01. The Trustee and
the Securities Administrator shall be entitled to rely upon a certification
of
the Depositor or the Master Servicer in determining if any Certificates
are
registered in the name of the respective affiliate. All references herein
to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein;
provided,
however,
that
the Trustee and the Securities Administrator shall be required to recognize
as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
registered in the Certificate Register.
“Certificate
Margin”: With respect to the Class A1A, Class A1B, Class A1C, Class A2, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class
M-8, Class M-9 and Class M-10 Certificates and solely for the purposes
of the
definition of Marker Rate and Maximum Uncertificated Accrued Interest Deferral
Amount, the REMIC 2 Regular Interests (other than REMIC 2 Regular Interests
LT-AA, LT-ZZ and LT-P), on any Distribution Date prior to the Step-Up Date,
0.060%, 0.160%, 0.270%, 0.260%, 0.300%, 0.320%, 0.340%, 0.410%, 0.420%,
0.500%,
1.050%, 1.200%, 1.250% and 1.250% per annum, respectively, and on any
Distribution Date on and after the Step-Up Date, 0.120%, 0.320%, 0.540%,
0.520%,
0.450%, 0.480%, 0.510%, 0.615%, 0.630%, 0.750%, 1.575%, 1.800%, 1.875%
and
1.875% per annum, respectively.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent,
if any, and otherwise on the books of a Depository Participant, if any,
and
otherwise on the books of the Depository.
“Certificate
Principal Balance”: With respect to any Class of Class A Certificates or Class M
Certificates immediately prior to any Distribution Date, the Initial Certificate
Principal Balance thereof, plus any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate, reduced by the sum of
(a) all
amounts actually distributed in respect of principal of such Class and,
(b) in
the case of a Class A2 Certificate and Class M Certificate, Realized Losses
allocated thereto on all prior Distribution Dates. With respect to the
Class C
Certificates as of any date of determination, an amount equal to the excess,
if
any, of (A) the then aggregate Uncertificated Principal Balances of the
REMIC 2
Regular Interests over (B) the then aggregate Certificate Principal Balances
of
the Class A Certificates, the Class M Certificates and the Class P Certificates
then outstanding.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certification
Parties”: As defined in the Section 3.23(a)(iii)(D).
“Certifying
Person”: As defined in the Section 3.23(a)(iii)(D).
“Class”:
Collectively, all of the Certificates bearing the same designation.
“Class
A
Certificate”: Any Class A1A, Class A1B, Class A1C or Class A2
Certificate.
“Class
A1
Certificate”: Any Class A1A, Class A1B or Class A1C Certificate.
“Class
A
Principal Distribution Amount”: For any applicable Distribution Date on or after
the Stepdown Date as long as a Trigger Event has not occurred with respect
to
such Distribution Date, an amount equal to the excess (if any) of (x) the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date over (y) the lesser of (a) the Aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received on the Mortgage Loans during the related
Prepayment Period, and after reduction for Realized Losses incurred during
the
related Prepayment Period) multiplied by 81.20% and (b) the amount, if
any, by
which (i) the Aggregate Stated Principal Balance of the Mortgage Loans
as of the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due on the Mortgage Loans during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal on the Mortgage
Loans received during the related Prepayment Period, and after reduction
for
Realized Losses on the Mortgage Loans incurred during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor Amount.
“Class
C
Certificate”: Any one of the Class C Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-2, executed
by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing a REMIC Regular Interest in REMIC 3.
“Class
A1A Certificate”: Any one of the Class A1A Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit A, executed
by
the Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3, (ii) the
right
to receive the related Basis Risk Shortfall Carry-Forward Amount and (iii)
the
obligation to pay any Class IO Distribution Amount.
“Class
A1B Certificate”: Any one of the Class A1B Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit A, executed
by
the Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3, (ii) the
right
to receive the related Basis Risk Shortfall Carry-Forward Amount and (iii)
the
obligation to pay any Class IO Distribution Amount.
“Class
A1C Certificate”: Any one of the Class A1C Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit A, executed
by
the Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3, (ii) the
right
to receive the related Basis Risk Shortfall Carry-Forward Amount and (iii)
the
obligation to pay any Class IO Distribution Amount.
“Class
A2
Certificate”: Any one of the Class A2 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit A, executed
by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3, (ii) the
right
to receive the related Basis Risk Shortfall Carry-Forward Amount and (iii)
the
obligation to pay any Class IO Distribution Amount.
“Class
IO Distribution Amount”: As defined in Section 4.09 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 4.09 hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund held by the Trustee,
evidencing a REMIC Regular Interest in REMIC 3 for purposes of the REMIC
Provisions.
“Class
M
Certificates”: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) multiplied
by
84.70% and (b) the amount, if any, by which (i) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) exceeds
(ii) the
Overcollateralization Floor Amount.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
and Class M-1 Certificates (after taking into account the distribution
of the
Class A Principal Distribution Amount and the Class M-1 Principal Distribution
Amount on such Distribution Date) and (ii) the Certificate Principal Balance
of
the Class M-2 Certificates immediately prior to such Distribution Date
over (y)
the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage
Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by 87.70% and (b) the
amount,
if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received
during
the related Prepayment Period, and after reduction for Realized Losses
incurred
during the related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1 and
Class M-2 Certificates (after taking into account the distributions of
the Class
A, Class M-1 and Class M-2 Principal Distribution Amounts on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (a)
the
Aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 89.60% and (b) the amount, if any, by
which (i)
the Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2 and Class M-3 Certificates (after taking into account the distribution
of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution
Amounts on such Distribution Date) and (ii) the Certificate Principal Balance
of
the Class M-4 Certificates immediately prior to such Distribution Date
over (y)
the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage
Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by 91.30% and (b) the
amount,
if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received
during
the related Prepayment Period, and after reduction for Realized Losses
incurred
during the related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3 and Class M-4 Certificates (after taking into account
the
distribution of the Class A, Class M-1, Class M-2, Class M-3 and Class
M-4
Principal Distribution Amounts on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-5 Certificates immediately
prior to
such Distribution Date over (y) the lesser of (a) the Aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) multiplied
by
92.90% and (b) the amount, if any, by which (i) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) exceeds
(ii) the
Overcollateralization Floor Amount.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates (after taking
into
account the distribution of the Class A, Class M-1, Class M-2, Class M-3,
Class
M-4 and Class M-5 Principal Distribution Amounts on such Distribution Date)
and
(ii) the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (a) the Aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Prepayment
Period) multiplied by 94.20% and (b) the amount, if any, by which (i) the
Aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after
taking into account the distribution of the Class A, Class M-1, Class M-2,
Class
M-3, Class M-4, Class M-5 and Class M-6 Principal Distribution Amounts
on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(a) the Aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 95.30% and (b) the amount, if any, by
which (i)
the Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates
(after taking into account the distribution of the Class A, Class M-1,
Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal
Distribution Amounts on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) multiplied
by
96.30% and (b) the amount, if any, by which (i) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) exceeds
(ii) the
Overcollateralization Floor Amount.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class
M-8
Certificates (after taking into account the distribution of the Class A,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
Class
M-8 Principal Distribution Amounts on such Distribution Date) and (ii)
the
Certificate Principal Balance of the Class M-9 Certificates immediately
prior to
such Distribution Date over (y) the lesser of (a) the Aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) multiplied
by
97.30% and (b) the amount, if any, by which (i) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Prepayment Period) exceeds
(ii) the
Overcollateralization Floor Amount.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Securities Administrator and authenticated and delivered by the
Securities Administrator, representing the right to distributions as set
forth
herein and therein and evidencing (i) a REMIC Regular Interest in REMIC
3, (ii)
the right to receive the related Basis Risk Shortfall Carry-Forward Amount
and
(iii) the obligation to pay any Class IO Distribution Amount.
“Class
M-10 Principal Distribution Amount”: For any applicable Distribution Date on or
after the Stepdown Date as long as a Trigger Event has not occurred with
respect
to such Distribution Date, an amount equal to the excess (if any) of (x)
the sum
of (i) the aggregate Certificate Principal Balance of the Class A, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8 and
Class M-9 Certificates (after taking into account the distribution of the
Class
A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Principal Distribution Amounts on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (a)
the
Aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 98.50% and (b) the amount, if any, by
which (i)
the Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class
P
Certificate”: Any one of the Class P Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-3, executed
by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein
and
therein and evidencing a REMIC Regular Interest in REMIC 3.
“Class
R
Certificate”: Any one of the Class R Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-4, executed
by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, evidencing the ownership of the Class R-1 Interest, Class
R-2
Interest and Class R-3 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Closing
Date”: June 26, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collateral
Value”: The appraised value of a Mortgaged Property based upon the lesser of
(i)
the appraisal made at the time of the origination of the related Mortgage
Loan,
or (ii) the sales price of such Mortgaged Property at such time of origination.
With respect to a Mortgage Loan the proceeds of which were used to refinance
an
existing mortgage loan, the appraised value of the Mortgaged Property based
upon
the appraisal obtained at the time of refinancing.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest”: With respect to any Distribution Date, an amount equal to Prepayment
Interest Shortfalls resulting from Principal Prepayments during the related
Prepayment Period, but not more than the sum of the Servicing Fees and
any
Prepayment Interest Excess for the immediately preceding Due
Period.
“Corporate
Trust Office”: With respect to the Trustee, the principal corporate trust office
of the Trustee at which at any particular time its corporate trust business
related to this Agreement shall be administered, which office at the date
of the
execution of this Agreement is located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: Corporate Trust Services - Opteum, and with respect to
the
Securities Administrator, for Certificate transfer purposes, Xxxxx Fargo
Center,
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attn:
Corporate
Trust Services - Opteum 2006-2, and for all other purposes, 0000 Xxx Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attn: Corporate Trust Services - Opteum
2006-2.
“Corresponding
Certificate”: With respect to:
| (i) |
REMIC
2 Regular Interest LT-A1A, the Class A1A
Certificates,
|
| (ii) |
REMIC
2 Regular Interest LT-A1B, the Class A1B
Certificates,
|
| (iii) |
REMIC
2 Regular Interest LT-A1C, the Class A1C
Certificates,
|
| (iv) |
REMIC
2 Regular Interest LT-A2, the Class A2
Certificates,
|
| (v) |
REMIC
2 Regular Interest LT-M1, the Class M-1
Certificates,
|
| (vi) |
REMIC
2 Regular Interest LT-M2, the Class M-2
Certificates,
|
| (vii) |
REMIC
2 Regular Interest LT-M3, the Class M-3
Certificates,
|
| (viii) |
REMIC
2 Regular Interest LT-M4, the Class M-4
Certificates,
|
| (ix) |
REMIC
2 Regular Interest LT-M5, the Class M-5
Certificates,
|
| (x) |
REMIC
2 Regular Interest LT-M6, the Class M-6
Certificates,
|
| (xi) |
REMIC
2 Regular Interest LT-M7, the Class M-7
Certificates,
|
| (xii) |
REMIC
2 Regular Interest LT-M8, the Class M-8
Certificates;
|
| (xiii) |
REMIC
2 Regular Interest LT-M9, the Class M-9
Certificates;
|
| (xiv) |
REMIC
2 Regular Interest LT-M10, the Class M-10 Certificates;
and
|
| (xv) |
REMIC
2 Regular Interest LT-P, the Class P
Certificates.
|
“Credit
Support Depletion Date”: The Distribution Date after the aggregate Certificate
Principal Balance of the Class M Certificates and the Overcollateralized
Amount
have been reduced to zero.
“Curtailment”:
Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
in Full.
“Custodial
Account”: The custodial account or accounts created and maintained by the Master
Servicer pursuant to Section 3.17 in the name of a depository institution,
as custodian for the Holders of the Certificates. Any such account or accounts
shall be an Eligible Account.
“Custodial
Agreement”: An agreement, dated as of the Closing Date among the Depositor, the
Master Servicer, the Trustee and the Custodian in substantially the form
of
Exhibit N hereto.
“Custodian”:
JPMorgan Chase Bank, National Association, or any successor custodian appointed
pursuant to the provisions hereof and of the Custodial Agreement.
“Cut-off
Date”: June 1, 2006.
“Defaulting
Party”: As defined in the Swap Agreement.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than
the then
outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount
of principal to be paid in connection with any scheduled Monthly Payment
that
constitutes a permanent forgiveness of principal, which valuation or reduction
results from a proceeding under the Bankruptcy Code.
“Definitive
Certificate”: Any definitive, fully registered Certificate.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
“Delinquent”:
A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant
to the terms of such Mortgage Loan by the close of business on the day
such
payment is scheduled to be due. A 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
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,” “90 days delinquent” and so on.
“Depositor”:
Opteum Mortgage Acceptance Corporation, or its successor in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates is Cede & Co. The Depository shall at
all times be a “clearing corporation” as defined in Section 8-102(5) of the
Uniform Commercial Code of the State of New York and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Participant”: A broker, dealer, bank or other financial institutions or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: The
20th
day (or
if such 20th
day is
not a Business Day, the Business Day immediately preceding such 20th
day) of
the month of the related Distribution Date.
“Disqualified
Organization”: Any organization defined as a “disqualified organization” under
Section 860E(e)(5) of the Code, which includes any of the following: (i)
the United States, any State or political subdivision thereof, any possession
of
the United States, or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Xxxxxxx Mac, a majority of its board
of
directors is not selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality of any
of the
foregoing, (iii) any organization (other than certain farmers’ cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed
by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Securities Administrator based upon an
Opinion
of Counsel that the holding of an Ownership Interest in a Residual Certificate
by such Person may cause any REMIC or any Person having an Ownership Interest
in
any Class of Certificates (other than such Person) to incur a liability
for any
federal tax imposed under the Code that would not otherwise be imposed
but for
the Transfer of an Ownership Interest in a Residual Certificate to such
Person.
The terms “United States”, “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor
provisions.
“Distribution
Date”: The 25th day of any month, or if such 25th day is not a Business Day,
the
Business Day immediately following such 25th day, commencing in July
2006.
“Due
Date”: With respect to all of the Mortgage Loans, the first day of the
month.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month of such Distribution Date (or,
with
respect to the first Due Period, the day following the Cut-off Date) and
ending
on the first day of the month of the related Distribution Date.
“XXXXX”:
The Electronic Data Gathering and Retrieval System of the
Commission.
“Eligible
Account”: Any of (i) a segregated account maintained with a federal or state
chartered depository institution (A) the short-term obligations of which
are
rated A-1+ or better by Standard & Poor’s and P-1 by Moody’s at the time of
any deposit therein or (B) insured by the FDIC (to the limits established
by
such Corporation), the uninsured deposits in which account are otherwise
secured
such that, as evidenced by an Opinion of Counsel (obtained by the Person
requesting that the account be held pursuant to this clause (B)) delivered
to
the Trustee prior to the establishment of such account, the Certificateholders
will have a claim with respect to the funds in such account and a perfected
first priority security interest against any collateral (which shall be
limited
to Permitted Investments, each of which shall mature not later than the
Business
Day immediately preceding the Distribution Date next following the date
of
investment in such collateral or the Distribution Date if such Permitted
Investment is an obligation of the institution that maintains the Certificate
Account or Custodial Account) securing such funds that is superior to claims
of
any other depositors or general creditors of the depository institution
with
which such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or
trust
company subject to regulations regarding fiduciary funds on deposit similar
to
Title 12 of the Code of Federal Regulations Section 9.10(b), which, in
either case, has corporate trust powers, acting in its fiduciary capacity
or
(iii) a segregated account or accounts of a depository institution acceptable
to
the Rating Agencies (as evidenced in writing by a letter from the Rating
Agencies to the Trustee that use of any such account as the Custodial Account
or
the Certificate Account will not have an adverse effect on the then-current
ratings assigned to the Classes of the Certificates then rated by the Rating
Agencies). Eligible Accounts may bear interest.
“ERISA
Restricted Certificates”: The Class C, Class P and Class R
Certificates.
“Event
of
Default”: One or more of the events described in Section 7.01.
“Exchange
Act Reports”: Any reports required to be filed pursuant to Section 3.23 of
this Agreement.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, is the
lesser of (x) the Overcollateralization Deficiency Amount for such Distribution
Date and (y) the sum of (i) the Net Monthly Excess Cashflow Amount for
such
Distribution Date and (ii) amounts available from the Supplemental Interest
Trust to pay principal as provided in Section 4.01(g)(2).
“Xxxxxx
Xxx”: Federal National Mortgage Association or any successor.
“FDIC”:
Federal Deposit Insurance Corporation or any successor.
“Fitch”:
Fitch, Inc., or its successor in interest.
“Xxxxxxx
Mac”: Federal Home Loan Mortgage Corporation or any successor.
“Form
8-K
Disclosure Information”: As defined in Section 3.23(a)(ii)(A).
“Initial
Certificate Principal Balance”: With respect to each Class of Regular
Certificates, the Initial Certificate Principal Balance of such Class of
Certificates as set forth in the Preliminary Statement hereto, or with
respect
to any single Certificate, the Initial Certificate Principal Balance as
stated
on the face thereof.
“Initial
Notional Amount”: With respect to any Class C Certificates, the aggregate of the
initial Uncertificated Principal Balance of the REMIC 2 Regular Interests
(other
than REMIC 2 Regular Interest LT-P).
“Insurance
Policy”: With respect to any Mortgage Loan, any insurance policy (including the
Lender-Paid Primary Insurance Policy) which is required to be maintained
from
time to time under this Agreement in respect of such Mortgage Loan.
“Insurance
Proceeds”: Proceeds paid in respect of the Mortgage Loans pursuant to any
Insurance Policy, to the extent such proceeds are payable to the mortgagee
under
the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not
applied to the restoration of the related Mortgaged Property or released
to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
“Interest
Carry Forward Amount”: With respect to each Class of the Class A Certificates
and Class M Certificates and each Distribution Date, the excess of (a)
the
Accrued Certificate Interest for such Class with respect to prior Distribution
Dates, over (b) the amount actually distributed to such Class with respect
to
interest on such prior Distribution Dates, with interest on such excess
at the
related Pass-Through Rate.
“Interest
Determination Date”: With respect to the first Accrual Period, the second LIBOR
Business Day preceding the Closing Date, and with respect to each Accrual
Period
thereafter, the second LIBOR Business Day preceding the related Distribution
Date on which such Accrual Period commences.
“Interest
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Distribution Amount for such Distribution Date allocable to interest
received or advanced on the Mortgage Loans, less an amount equal to any
Net Swap
Payment or Swap Termination Payment (not due to a Swap Provider Trigger
Event)
deposited in the Supplemental Interest Trust for payment to the Swap
Provider.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received during any
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or
collections of Monthly Payments due but delinquent for a previous Due Period
and
not previously recovered.
“Lender-Paid
Insured Loans”: The Mortgage Loans included in the Trust Fund covered by the
Lender-Paid Primary Insurance Policy, as applicable, as indicated on the
Mortgage Loan Schedule.
“Lender-Paid
Primary Insurance Policy”: The lender-paid Primary Insurance Policy issued by
United Guaranty Corporation and the lender-paid Primary Insurance Policy
issued
by PMI Mortgage Insurance Company, each as assigned to the Trust on the
Closing
Date, or any replacement policy therefore.
“Lender-Paid
Primary Insurance Rate”: With respect to any Lender-Paid Insured Loan covered by
the Lender-Paid Primary Insurance Policy, the rate per annum at which the
premium on the Lender-Paid Primary Insurance Policy accrues.
“LIBOR”:
With respect to any Distribution Date and the Pass-Through Rates on the
Offered
Certificates and the Class M-10 Certificates, the arithmetic mean of the
Loan
interbank offered rate quotations of reference banks (which will be selected
by
the Securities Administrator) for one-month U.S. dollar deposits, expressed
on a
per annum basis, determined in accordance with Section 1.02.
“LIBOR
Business Day”: A day on which banks are open for dealing in foreign currency and
exchange in London and New York City.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified in the Servicing Agreement, as of the end of the related Prepayment
Period, that all Liquidation Proceeds which it expects to recover with
respect
to the liquidation of the Mortgage Loan or disposition of the related REO
Property have been recovered.
“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds) received by the Servicer or
Master Servicer in connection with the taking of an entire Mortgaged Property
by
exercise of the power of eminent domain or condemnation or in connection
with
the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
sale or otherwise and any Subsequent Recoveries, other than amounts received
in
respect of any REO Property.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of
the
related Mortgage Loan at the date of determination and the denominator
of which
is the Collateral Value of the related Mortgaged Property.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has
not been
replaced, an affidavit from the Sponsor certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the
related
Mortgage Note) and indemnifying the Trust Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note
in
the form of Exhibit J hereto.
“Majority
Class C Certificateholder”: With respect to the Class C Certificates and any
Distribution Date, the Holder of a 50.01% or greater Percentage Interest
of the
Class C Certificates.
“Marker
Rate”: With respect to the Class C Certificates and any Distribution Date, a
per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than
REMIC 2
Regular Interest LT-AA, LT-IO and LT-P) subject to a cap (for each such
REMIC 2
Regular Interest other than REMIC 2 Regular Interest LT-ZZ) equal to the
Pass-Through Rate for the REMIC 3 Regular Interest the ownership of which
is
represented by the Corresponding Certificate for the purpose of this
calculation; with the rate on REMIC 2 Regular Interest LT-ZZ subject to
a cap of
zero for the purpose of this calculation; provided, however, that solely
for
this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
and
the related caps with respect to each such REMIC 2 Regular Interest (other
than
REMIC 2 Regular Interest LT-ZZ) shall be multiplied by a fraction, the
numerator
of which is the actual number of days in the Interest Accrual Period and
the
denominator of which is 30.
“Master
Servicer”: Xxxxx Fargo Bank, N.A., or any successor master servicer appointed as
herein provided.
“Master
Servicing Fee”: With respect to each Mortgage Loan, an amount, payable out of
any payment of interest on the Mortgage Loan, equal to interest at the
Master
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan
as of
the Due Date in the calendar month preceding the month in which the payment
of
the Master Servicing Fee is due.
“Master
Servicing Fee Rate”: On each Mortgage Loan, a rate equal to 0.0075% per
annum.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LT-ZZ
for such
Distribution Date on a balance equal to the excess of (i) the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-ZZ over (ii) the REMIC
2
Overcollateralized Amount, in each case for such Distribution Date over
(b) the
sum of (I) Uncertificated Accrued Interest on each REMIC 2 Regular Interest
(other than REMCI 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-ZZ
and
REMIC 2 Regular Interest LT-IO) with the rate on each such REMIC 2 Regular
Interest subject to a cap equal to the Pass-Through Rate for the REMIC
3 Regular
Interest the ownership of which is represented by the Corresponding Certificate;
provided, however, that solely for this purpose, calculations of the
Uncertificated REMIC 2 Pass-Through Rate and the related caps shall be
multiplied by a fraction, the numerator of which is the actual number of
days in
the Interest Accrual Period and the denominator of which is 30.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“MOM
Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
Mortgage Loan, solely as nominee for the originator of such Mortgage Loan
and
its successors and assigns, at the origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by a Mortgagor
from time to time under the related Mortgage Note as originally executed
(after
adjustment, if any, for Deficient Valuations occurring prior to such Due
Date,
and after any adjustment by reason of any bankruptcy or similar proceeding
or
any moratorium or similar waiver or grace period).
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or any other instrument securing the Mortgage
Loan.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to be added
to
the Mortgage File pursuant to this Agreement; provided, that whenever the
term
“Mortgage File” is used to refer to documents actually received by the Custodian
as agent for the Trustee, such term shall not be deemed to include such
additional documents required to be added unless they are actually so
added.
“Mortgage
Loan”: Each of the mortgage loans, transferred and assigned to the Trustee
pursuant to Section 2.01 or 2.04 and from time to time held in the Trust
Fund (including any Qualified Substitute Mortgage Loans), the Mortgage
Loans so
transferred, assigned and held being identified in the Mortgage Loan Schedule.
As used herein, the term “Mortgage Loan” includes the related Mortgage Note and
Mortgage.
“Mortgage
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as the
Cut-off Date, between Opteum Financial Services, LLC as sponsor, Opteum,
Inc. as
guarantor and the Depositor as purchaser, and all amendments thereof and
supplements thereto, a form of which is attached hereto as Exhibit
P.
“Mortgage
Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans
included in the Trust Fund. The initial schedule of Mortgage Loans with
accompanying information transferred on the Closing Date to the Custodian
on
behalf of the Trustee as part of the Trust Fund for the Certificates, attached
hereto as Exhibit H (as amended from time to time to reflect the addition
of
Qualified Substitute Mortgage Loans) (and, for purposes of the Custodian
on
behalf of the Trustee pursuant to Section 2.02, in computer-readable form
as delivered to the Trustee), which list shall set forth the following
information with respect to each Mortgage Loan:
| (i) |
the
loan number;
|
| (ii) |
the
city, state and zip code of the Mortgaged
Property;
|
| (iii) |
the
original term to maturity;
|
| (iv) |
the
original principal balance and the original Mortgage
Rate;
|
| (v) |
the
first Distribution Date;
|
| (vi) |
[reserved];
|
| (vii) |
the
type of Mortgaged Property;
|
| (viii) |
the
Monthly Payment in effect as of the Cut-off
Date;
|
| (ix) |
the
principal balance as of the Cut-off
Date;
|
| (x) |
the
Mortgage Rate as of the Cut-off
Date;
|
| (xi) |
the
occupancy status;
|
| (xii) |
the
purpose of the Mortgage Loan;
|
| (xiii) |
the
Collateral Value of the Mortgaged
Property;
|
| (xiv) |
the
original term to maturity;
|
| (xv) |
the
paid-through date of the Mortgage
Loan;
|
| (xvi) |
[reserved];
|
| (xvii) |
the
Servicing Fee Rate;
|
| (xviii) |
the
Net Mortgage Rate for such Mortgage
Loan;
|
| (xix) |
whether
the Mortgage Loan is covered by a private mortgage insurance
policy or an
original certificate of private mortgage
insurance;
|
| (xx) |
the
documentation type;
|
| (xxi) |
the
type and term of the related Prepayment Charge, if
any;
|
| (xxii) |
whether
such Mortgage Loan is a Lender-Paid Insured Loan and, if so,
the
Lender-Paid Primary Insurance Rate;
|
| (xxiii) |
with
respect to each Adjustable Rate Mortgage
Loan.
|
| (a) |
the
frequency of each adjustment date;
|
| (b) |
the
next adjustment date;
|
| (c) |
the
Maximum Mortgage Rate;
|
| (d) |
the
Minimum Mortgage Rate;
|
| (e) |
the
Mortgage Rate as of the Cut-off
Date;
|
| (f) |
the
related Periodic Rate Cap;
|
| (g) |
the
Gross Margin; and
|
| (h) |
the
purpose of the Mortgage Loan.
|
“Mortgage
Note”: The note or other evidence of the indebtedness of a Mortgagor under a
Mortgage Loan.
“Mortgage
Rate”: With respect to any Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan, as adjusted from time to time in accordance
with
the provisions of the Mortgage Note.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan.
“Mortgagor”:
The obligor or obligors on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the
related
Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees
and any
other accrued and unpaid servicing fees received and retained in connection
with
the liquidation of such Mortgage Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: For any Distribution Date, the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the aggregate Accrued Certificate Interest
for the
Class A Certificates and Class M Certificates, (B) the aggregate Interest
Carry
Forward Amount for the Class A Certificates and (C) the Principal Remittance
Amount.
“Net
Mortgage Rate”: With respect to each Mortgage Loan Due Date, a per annum rate of
interest equal to the then-applicable Mortgage Rate on such Mortgage Loan
less
the sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate
and
(iii) with respect to the related Lender-Paid Insured Loans, the Lender-Paid
Primary Insurance Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over
the
Compensating Interest.
“Net
Swap
Payment”: With respect to each Distribution Date, the net payment required to be
made pursuant to the terms of the Swap Agreement by either the Swap Provider
or
the Supplemental Interest Trust, which net payment shall not take into
account
any Swap Termination Payment.
“Net
WAC
Rate”: With respect to any Distribution Date, a per annum rate (adjusted to
an
effective rate reflecting the accrual of interest on an actual/360 basis)
equal
to the excess, if any, of (A) the weighted average of the Net Mortgage
Rates of
the Mortgage Loans as of the first day of the calendar month preceding
the month
in which the Distribution Date occurs; over (B) the sum of (1) a per annum
rate
equal to the Net Swap Payment payable to the Swap Provider on such Distribution
Date, and (2) a per annum rate equal to any Swap Termination Payment (not
due to
a Swap Provider Trigger Event) payable to the Swap Provider on such Distribution
Date, divided by the outstanding Stated Principal Balance of the Mortgage
Loans
as of the first day of the calendar month preceding the month in which
the
Distribution Date occurs and multiplied by 12. With respect to any Distribution
Date and the REMIC 3 Regular Interests the ownership of which is represented
by
the Class A Certificates and Class M Certificates, the weighted average
(adjusted for the actual number of days elapsed in the related Accrual
Period)
of the Uncertificated REMIC 2 Pass-Through Rate on the REMIC 2 Regular
Interests
(other than REMIC 2 Regular Interest LT-IO and REMIC 2 Regular Interest
LT-P),
weighted on the basis of the Uncertificated Principal Balance of each such
REMIC
2 Regular Interest immediately prior to such Distribution Date.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan which, in the good faith judgment of
the
Servicer or the Master Servicer, will not or, in the case of a proposed
Advance
or Servicing Advance, would not be ultimately recoverable from related
Late
Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds.
The
determination by the Servicer or the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance or Servicing Advance
would
constitute a Nonrecoverable Advance, shall be evidenced by a certificate
of a
Servicing Officer delivered, in the case of the Servicer, to the Depositor
and
the Master Servicer, and in the case of the Master Servicer, to the Depositor
and the Trustee.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: With respect to the Class C Certificates, immediately prior to any
Distribution Date, the aggregate of the Uncertificated Principal Balances
of the
REMIC 2 Regular Interests, other than REMIC 2 Regular Interest
LT-P.
“Offered
Certificates”: The Class A Certificates and Class M Certificates (except for the
Class M-10 Certificates).
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries
of
the Depositor, the Sponsor, the Master Servicer or of any Subservicer and
delivered to the Depositor and Trustee.
“Opinion
of Counsel”: A written opinion of counsel, who may be counsel for the Depositor,
the Sponsor, or the Master Servicer, reasonably acceptable to the Trustee
and
Securities Administrator; except that any opinion of counsel relating to
(a) the
qualification of any account required to be maintained pursuant to this
Agreement as an Eligible Account, (b) the qualification of each REMIC as
a
REMIC, (c) compliance with the REMIC Provisions or (d) resignation of the
Master
Servicer pursuant to Section 6.04 must be an opinion of counsel who (i) is
in fact independent of the Depositor and the Master Servicer, (ii) does
not have
any direct financial interest or any material indirect financial interest
in the
Depositor or the Master Servicer or in an affiliate of either and (iii)
is not
connected with the Depositor or the Master Servicer as an officer, employee,
director or person performing similar functions.
“Optional
Termination Date”: A Distribution Date on or following the first Distribution
Date on which the Aggregate Stated Principal Balance of the Mortgage Loans,
and
properties acquired in respect thereof, remaining in the Trust
Fund
has been
reduced to less than or equal to 10% of the Aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off Date.
“OTS”:
Office of Thrift Supervision or any successor.
“Outstanding
Mortgage Loan”: As to any Due Date, a Mortgage Loan (including an REO Property)
which was not the subject of a Principal Prepayment in Full, Cash Liquidation
or
REO Disposition and which was not purchased prior to such Due Date pursuant
to
Sections 2.02, 2.04 or 3.14.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount (calculated for the purpose of this definition only, solely after
giving
effect to distributions in respect of the Principal Remittance Amount on
such
Distribution Date) on such Distribution Date.
“Overcollateralization
Floor Amount”: An amount equal to approximately 0.50% of the Aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the excess,
if
any, of (i) the Overcollateralized Amount (after giving effect to distributions
in respect of the Principal Remittance Amount to be made on such Distribution
Date) for such Distribution Date over (ii) the Overcollateralization Target
Amount for such Distribution Date.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, (a) prior to the Stepdown
Date, approximately 0.75% of the Aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date
and if
a Trigger Event is not in effect, the greater of (i) 1.50% of the then
current
Aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of
the related Due Period and (ii) the Overcollateralization Floor Amount
or (c) on
or after the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date. Notwithstanding the foregoing, on and after any Distribution Date
following the reduction of the aggregate Certificate Principal Balance
of the
Class A Certificates and the Class M Certificates to zero, the
Overcollateralization Target Amount shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the amount, if any, by which (i)
the Aggregate Stated Principal Balance of the Mortgage Loans (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period and any Realized Losses on
the
Mortgage Loans) exceeds (ii) the aggregate Certificate Principal Balance
of the
Class A, Class M and Class P Certificates as of such Distribution Date
(after
giving effect to distributions on such Distribution Date).
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to each Distribution Date and each class of the Class A
Certificates and the Class M Certificates, a floating rate equal to the
lesser
of (i) One-Month LIBOR plus the related Certificate Margin, and (ii) the
Net WAC
Rate with respect to such Distribution Date.
With
respect to any Distribution Date and the Class C Certificates, a per annum
rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of the amounts calculated pursuant to clauses (1) through (17)
below,
and the denominator of which is (y) the aggregate of the Uncertificated
Principal Balances of the REMIC 2 Regular Interests (other than REMIC 1
Regular
Interests LT-P and LT-IO). For purposes of calculating the Pass-Through
Rate for
the Class C Certificates, the numerator is equal to the sum of the following
components:
1. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-AA;
2. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-A1A
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-A1A;
3. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-A1B
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-A1B;
4. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-A1C
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-A1C;
5. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-A2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-A2;
6. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M1;
7. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M2;
8. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M3;
9. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M4;
10. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M5;
11. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M6;
12. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M7
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M7;
13. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M8
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M8;
14. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M9
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M9;
15. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-M10
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-M10;
16. the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT-ZZ; and
17. 100%
of
the interest on REMIC 2 Regular Interest LT-P.
The
Class
P Certificates and Class R Certificates will not accrue interest and therefore
will not have a Pass-Through Rate.
“Percentage
Interest”: With respect to any Certificate (other than a Class R Certificate),
the undivided percentage ownership interest in the related Class evidenced
by
such Certificate, which percentage ownership interest shall be equal to
the
Initial Certificate Principal Balance thereof or Initial Notional Amount,
as
applicable, thereof divided by the aggregate Initial Certificate Principal
Balance or Initial Notional Amount, as applicable, of all of the Certificates
of
the same Class. With respect to any Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby,
expressed
as a percentage, as stated on the face of each such Certificate.
“Permitted
Investment”: One or more of the following:
(i) obligations
of or guaranteed as to principal and interest by the United States or any
agency
or instrumentality thereof when such obligations are backed by the full
faith
and credit of the United States;
(ii) repurchase
agreements on obligations specified in clause (i) maturing not more than
one
month from the date of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such obligations are at
the time
rated by each Rating Agency in its highest short-term rating available,
provided, however, that such repurchase agreements are treated as financings
under generally accepted accounting principles (“GAAP”);
(iii) federal
funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than
90 days
and, in the case of bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than 30
days)
denominated in United States dollars of any U.S. depository institution
or trust
company incorporated under the laws of the United States or any state thereof
or
of any domestic branch of a foreign depository institution or trust company;
provided that the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor’s, in the case of
the principal depository institution in a depository institution holding
company, debt obligations of the depository institution holding company)
at the
date of acquisition thereof have been rated by each Rating Agency in its
highest
short-term rating available; and provided further that, if the only Rating
Agency is Standard & Poor’s and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such
subsidiary are not separately rated, the applicable rating shall be that
of the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such
institution shall be A-1+ in the case of Standard & Poor’s if Standard &
Poor’s is the Rating Agency;
(iv) commercial
paper (having original maturities of not more than 365 days) of any corporation
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by Moody’s and Standard & Poor’s in
their highest short-term ratings available; provided that such commercial
paper
shall have a remaining maturity of not more than 30 days;
(v) a
money
market fund or a qualified investment fund rated by Moody’s in its highest
long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s,
including any such funds for which Xxxxx Fargo Bank, N.A. or any affiliate
thereof serves as an investment advisor, manager, administrator, shareholder,
servicing agent, and/or custodian or sub-custodian; provided that such
obligations are not inconsistent with the definition of assets which may
be held
by a “qualified special purpose entity” as described in paragraph 35(c)(6) of
Financial Accounting Standards Number 140; and
(vi) other
obligations or securities that are acceptable to each Rating Agency as
a
Permitted Investment hereunder and will not reduce the rating assigned
to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date
by
such Rating Agency, as evidenced in writing; provided that such obligations
are
not inconsistent with the definition of assets which may be held by a “qualified
special purpose entity” as described in paragraph 35(c)(6) of Financial
Accounting Standards Number 140;
provided,
however,
that no
instrument shall be a Permitted Investment if it represents, either (1)
the
right to receive only interest payments with respect to the underlying
debt
instrument or (2) the right to receive 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
greater than 120% of the yield to maturity at par of such underlying
obligations.
To
the
extent that the Securities Administrator receives any materials in connection
with the holding of any Permitted Investment which require the holder to
vote,
the Securities Administrator shall not exercise its voting rights.
Permitted
Investments shall not be sold prior to maturity, except that a money market
fund
or qualified investment fund may be liquidated at any time.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization, a Non-United States Person or an “electing large partnership” (as
defined in Section 775 of the Code).
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges, penalties or premiums,
if any, due in connection with a full or partial prepayment of such Mortgage
Loan in accordance with the terms of the related Mortgage Note (or any
rider or
annex thereto), or any amounts in respect thereof paid by the Sponsor in
accordance with the Mortgage Loan Purchase Agreement or the Servicer in
accordance with the Servicing Agreement.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in Full during the period
from
the related Due Date to the end of the related Prepayment Period, any payment
of
interest received in connection therewith (net of any applicable Servicing
Fee)
representing interest accrued for any portion of such month of
receipt.
“Prepayment
Interest Shortfall”: As to any Distribution Date and any Mortgage Loan (other
than a Mortgage Loan relating to an REO Property) that was the subject
of (a) a
Principal Prepayment in Full during the related Prepayment Period, an amount
equal to the excess of one month’s interest at the Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month’s interest at the
Mortgage Rate on the amount of such Curtailment.
“Prepayment
Period”: With respect to each Distribution Date and any full Principal
Prepayments on the Mortgage Loans, the 16th of the calendar month immediately
preceding the month in which the related Servicer Remittance Date occurs
(or
with respect to the first Distribution Date, the period from June 1, 2006)
to
the 15th of the calendar month in which the related Distribution Date occurs.
With respect to each Distribution Date and any partial Principal Prepayments
on
the Mortgage Loans, the calendar month immediately preceding the month
in which
the related Servicer Remittance Date occurs.
“Primary
Hazard Insurance Policy”: Each primary hazard insurance policy required to be
maintained pursuant to Section 3.13.
“Primary
Insurance Policy”: Any primary policy of mortgage guaranty insurance including
the Lender-Paid Primary Insurance Policy or any replacement policy
therefor.
“Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to
the sum of the Basic Principal Distribution Amount plus the Extra Principal
Distribution Amount.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing scheduled interest due
on any
date or dates in any month or months subsequent to the month of
prepayment.
“Principal
Prepayment in Full”: Any Principal Prepayment made by a Mortgagor of the entire
unpaid principal balance of the Mortgage Loan.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum (net of any
amounts due the Servicer or Master Servicer and any Net Swap Payment or
Swap
Termination Payment (not due to a Swap Provider Trigger Event) deposited
in the
Supplemental Interest Trust for payment to the Swap Provider on such
Distribution Date (to the extent not paid from interest collections)) of
(i)
each scheduled payment of principal collected or advanced on the Mortgage
Loans
by the Servicer or Master Servicer that was due during the related Due
Period,
(ii) the principal portion of all partial and full Principal Prepayments
of the
Mortgage Loans applied by the Servicer or Master Servicer during the related
Prepayment Period, (iii) the principal portion of all Net Liquidation Proceeds,
REO Proceeds, Insurance Proceeds and Subsequent Recoveries received during
the
related Prepayment Period, (iv) the principal portion of proceeds of Mortgage
Loan purchases made pursuant to Section 2.02, 2.04 or 3.06, in each case
received or made during the related Prepayment Period, (v) the principal
portion
of any related Substitution Adjustments deposited in the Custodial Account
during the related Prepayment Period, and (vi) on the Distribution Date
on which
the Trust Fund is to be terminated pursuant to Section 9.01, the principal
portion of the termination price received from the Servicer or the Master
Servicer, as applicable, in connection with a termination of the Trust
Fund to
occur on such Distribution Date.
“Prospectus
Supplement”: That certain Prospectus Supplement dated June 21, 2006, relating to
the public offering of the Offered Certificates.
“Protected
Account”: An account established and maintained for the benefit of
Certificateholders by the Servicer with respect to the related Mortgage
Loans
and with respect to REO Property pursuant to the Servicing
Agreement.
“Purchase
Price”: With respect to any Mortgage Loan (or REO Property) required to be
purchased pursuant to Section 2.02, 2.04, 3.06 or 3.26, an amount equal to
the sum of (i) 100% of the Stated Principal Balance thereof, (ii) unpaid
accrued
interest (or REO Imputed Interest) at the applicable Net Mortgage Rate
on the
Stated Principal Balance thereof outstanding during each Due Period that
such
interest was not paid or advanced, from the date through which interest
was last
paid by the Mortgagor or advanced and distributed to Certificateholders
together
with unpaid Servicing Fees and, if such Mortgage Loan is a Lender-Paid
Insured
Loan, the premium payable at the Lender-Paid Primary Insurance Rate, from
the
date through which interest was last paid by the Mortgagor, in each case
to the
first day of the month in which such Purchase Price is to be distributed,
plus
(iii) the aggregate of all Advances and Servicing Advances made in respect
thereof that were not previously reimbursed and (iv) costs and damages
incurred
by the Trust Fund in connection with a repurchase pursuant to Section 2.04
hereof that arises out of a violation of any anti-predatory lending law
which
also constitutes an actual breach of representations (xxxii), (xxxiii),
(xxxiv),
(xxxv), (xxxvi) or (xxxviii) of Section 3.1(b) of the Mortgage Loan
Purchase Agreement.
“Qualified
Insurer”: Any insurance company duly qualified as such under the laws of the
state or states in which the related Mortgaged Property or Mortgaged Properties
is or are located, duly authorized and licensed in such state or states
to
transact the type of insurance business in which it is engaged and approved
as
an insurer by the Master Servicer, so long as the claims paying ability
of which
is acceptable to the Rating Agencies for pass-through certificates having
the
same rating as the Certificates rated by the Rating Agencies as of the
Closing
Date.
“Qualified
Substitute Mortgage Loan”: A Mortgage Loan substituted by the Depositor for a
Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed
in an Officers’ Certificate of the Sponsor delivered to the Trustee, (i) have an
outstanding principal balance, after deduction of the principal portion
of the
monthly payment due in the month of substitution (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage Loan,
an
aggregate outstanding principal balance, after such deduction), not in
excess of
the Stated Principal Balance of the Deleted Mortgage Loan (the amount of
any
shortfall to be paid to the Master Servicer for deposit in the Custodial
Account
in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage
Rate
no lower than and not more than 1% per annum higher than the Mortgage Rate
and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the
date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution
no
higher than that of the Deleted Mortgage Loan at the time of substitution;
(iv)
have a remaining term to stated maturity not greater than (and not more
than one
year less than) that of the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Section 2.04 hereof; and, (vi)
comply with each non-statistical representation and warranty set forth
in the
Mortgage Loan Purchase Agreement.
“Rating
Agency”: Standard & Poor’s and Moody’s and each of their successors. If such
agencies and their successors are no longer in existence, “Rating Agency” shall
be such nationally recognized statistical rating agency, or other comparable
Person, designated by the Depositor, notice of which designation shall
be given
to the Trustee, the Securities Administrator and Master Servicer. References
herein to the two highest long term debt ratings of a Rating Agency shall
mean
“AA” or better in the case of Standard & Poor’s and “Aa2” or better in the
case of Moody’s and references herein to the two highest short-term debt ratings
of a Rating Agency shall mean “A-1+” in the case of Standard & Poor’s and
“P-1” in the case of Moody’s, and in the case of any other Rating Agency such
references shall mean such rating categories without regard to any plus
or
minus.
“Realized
Loss”: With respect to each Mortgage Loan or REO Property as to which a Cash
Liquidation or REO Disposition has occurred, an amount (not less than zero)
equal to (i) the Stated Principal Balance of the Mortgage Loan as of the
date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders up to the date
of the
Cash Liquidation or REO Disposition on the Stated Principal Balance of
such
Mortgage Loan outstanding during each Due Period that such interest was
not paid
or advanced, minus (iii) the proceeds, if any, received during the month
in
which such Cash Liquidation or REO Disposition occurred, to the extent
applied
as recoveries of interest at the Net Mortgage Rate and to principal of
the
Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer
or
the Servicer with respect to related Advances or Servicing Advances not
previously reimbursed. With respect to each Mortgage Loan which has become
the
subject of a Deficient Valuation, the difference between the principal
balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. In addition, to the extent the Servicer or Master Servicer receives
Subsequent Recoveries with respect to any Mortgage Loan, the amount of
the
Realized Loss with respect to that Mortgage Loan will be reduced to the
extent
such recoveries are applied to reduce the Certificate Principal Balance
of any
Class of Certificates on any Distribution Date.
“Record
Date”: With respect to any Book-Entry Certificates and any Distribution Date,
the close of business on the Business Day immediately preceding such
Distribution Date. With respect to any Certificates that are not Book-Entry
Certificates, the close of business on the last Business Day of the calendar
month preceding such Distribution Date.
“Regular
Certificate”: Any of the Certificates other than a Residual
Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Regulation
AB”:
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.
“Relief
Act”: The Servicemembers Civil Relief Act, f/k/a Soldiers’ and Sailors’ Civil
Relief Act of 1940, as amended.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of
interest
collectible thereon for the most recently ended Due Period as a result
of the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Principal Balance of such Mortgage Loan at the Loan Rate for such
Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
“REMIC
1”: The segregated pool of assets subject hereto (exclusive of the Basis
Risk
Shortfall Reserve Fund and the Supplemental Interest Trust) with respect
to
which a REMIC election is to be made, conveyed in trust to the Trustee,
for the
benefit of the Holders of the REMIC 1 Regular Interests and the Holders
of the
Class R Certificates (as holders of the Class R-1 Interest), consisting
of: (i)
each Mortgage Loan (exclusive of payments of principal and interest due
on or
before the Cut-off Date, if any, received by the Master Servicer which
shall not
constitute an asset of the Trust Fund) as from time to time are subject
to this
Agreement and all payments under and proceeds of such Mortgage Loans (exclusive
of any prepayment fees and late payment charges received on the Mortgage
Loans),
together with all documents included in the related Mortgage File, subject
to
Section 2.01; (ii) such funds or assets as from time to time are deposited
in the Custodial Account or the Certificate Account and belonging to the
Trust
Fund; (iii) any REO Property; (iv) the Primary Hazard Insurance Policies,
if
any, the Primary Insurance Policies, if any, and all other Insurance Policies
with respect to the Mortgage Loans; and (v) the Depositor’s interest in respect
of the representations and warranties made by the Sponsor in the Mortgage
Loan
Purchase Agreement as assigned to the Trustee pursuant to Section 2.04
hereof. REMIC 1 specifically does not include the Basis Risk Shortfall
Reserve
Fund and the Supplemental Interest Trust.
“REMIC
1
Regular Interests”: REMIC 1 Regular Interest I, REMIC 1 Regular Interest P and
REMIC 1 Regular Interest I-1-A through REMIC 1 Regular Interest I-50-B
as
designated in the Preliminary Statement hereto.
“REMIC
1
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC I issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The designations
for
the respective REMIC 1 Regular Interests are set forth in the Preliminary
Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the REMIC 2 Regular Interests and the Holders of the Class R (as holders
of the
Class R-2 Interest), pursuant to Article II hereunder, and all amounts
deposited
therein, with respect to which a separate REMIC election is to be
made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Principal Balance
of the
Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT-AA
minus the Marker Rate, divided by (b) 12.
“REMIC
2
Overcollateralized Amount”: With respect to any date of determination, (i) 1% of
the aggregate Uncertificated Principal Balances of REMIC 2 Regular Interest
LT-AA, REMIC 2 Regular Interest LT-A1A, REMIC 2 Regular Interest LT-A1B,
REMIC 2
Regular Interest LT-A1C, REMIC 2 Regular Interest LT-A2, REMIC 2 Regular
Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
LT-M3,
REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2
Regular
Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
LT-M8,
REMIC 2 Regular Interest LT-M9, REMIC 2 Regular Interest LT-M10, REMIC
2 Regular
Interest LT-ZZ and REMIC 2 Regular Interest LT-P, minus (ii) the aggregate
of
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT-A1A,
REMIC
2 Regular Interest LT-A1B, REMIC 2 Regular Interest LT-A1C, REMIC 2 Regular
Interest LT-A2, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest
LT-M2,
REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2
Regular
Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest
LT-M7,
REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-M9, REMIC 2
Regular
Interest LT-M10 and REMIC 2 Regular Interest LT-P, in each case as of such
date
of determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date and the
Mortgage Loans, an amount equal to (a) the product of (i) 50% of the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two
times the
aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest
LT-A1A, REMIC 2 Regular Interest LT-A1B, REMIC 2 Regular Interest LT-A1C,
REMIC
2 Regular Interest LT-A2, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular
Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest
LT-M4,
REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2
Regular
Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest
LT-M9
and REMIC 2 Regular Interest LT-M10 and the denominator of which is the
aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest
LT-A1A, REMIC 2 Regular Interest LT-A1B, REMIC 2 Regular Interest LT-A1C,
REMIC
2 Regular Interest LT-A2, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular
Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest
LT-M4,
REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2
Regular
Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest
LT-M9,
REMIC 2 Regular Interest LT-M10 and REMIC 2 Regular Interest LT-ZZ.
“REMIC
2
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
2
Regular Interests”: Any one of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a “regular
interest” in REMIC 2 and identified in the Preliminary Statement. Each REMIC 2
Regular Interest shall accrue interest at the related Uncertificated REMIC
2
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal (other than REMIC 2 Regular Interest LT-IO),
subject
to the terms and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. REMIC 2 Regular Interest LT-P shall also be entitled to any Prepayment
Charges received by the Trust Fund.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates, Class IO Interest and the Holders of the Class
R
Certificates (as holders of the Class R-3 Interest), pursuant to Article
II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
“REMIC
3
Regular Interest”: The Class IO Interest and any “regular interest” in REMIC 3
the ownership of which is represented by a Class A Certificate or Class
M
Certificate.
“REMIC
Provisions”: 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 proposed,
temporary and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to
time.
“REMIC
Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest or REMIC
3 Regular Interest.
“Remittance
Report”: A report prepared by the Master Servicer (and delivered to the
Securities Administrator) providing the information set forth in Exhibit
E
attached hereto.
“REO
Acquisition”: The acquisition by the Servicer on behalf of the Trust Fund for
the benefit of the Certificateholders of any REO Property pursuant to
Section 3.15.
“REO
Disposition”: The receipt by the Servicer of Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries and other payments and recoveries (including
proceeds of a final sale) which the Servicer expects to be finally recoverable
from the sale or other disposition of the REO Property.
“REO
Imputed Interest”: As to any REO Property, for any period, an amount equivalent
to interest (at the Mortgage Rate that would have been applicable to the
related
Mortgage Loan had it been outstanding) on the unpaid principal balance
of the
Mortgage Loan as of the date of acquisition thereof (as such balance is
reduced
pursuant to Section 3.15 by any income from the REO Property treated as a
recovery of principal).
“REO
Proceeds”: Proceeds, net of directly related expenses, received in respect of
any REO Property (including, without limitation, proceeds from the rental
of the
related Mortgaged Property and of any REO Disposition), which proceeds
are
required to be deposited into the Custodial Account as and when
received.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure in connection with
a
defaulted Mortgage Loan.
“Reportable
Event”: As defined in Section 3.23(a)(ii)(A).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit F
attached hereto.
“Residual
Certificates”: The Class R Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee shall mean any officer within
the Corporate Trust Office of the Trustee with direct responsibility for
the
administration of this Agreement and also, with respect to a particular
matter,
any other officer of the Trustee to whom such matter is referred because
of such
officer’s knowledge of and familiarity with the particular subject. When used
with respect to the Securities Administrator shall mean any officer assigned
with direct responsibility for the administration of this Agreement and
also,
with respect to a particular matter, any other officer of the Securities
Administrator to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.
“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 signed by an officer of the Master
Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act, and (ii) Exchange
Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided
that if,
after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is amended, (b) the Rules
referred to in clause (ii) are modified or superseded by any subsequent
statement, rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are published
by the
Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act, which
in any
such case affects the form or substance of the required certification and
results in the required certification being, in the reasonable judgment
of the
Master Servicer, materially more onerous that then form of the required
certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification
shall be
as agreed to by the Master Servicer and the Depositor following a negotiation
in
good faith to determine how to comply with any such new
requirements.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Securities
Administrator”: Xxxxx Fargo Bank, N.A., or its successor in interest, or any
successor securities administrator appointed as herein provided.
“Senior
Enhancement Percentage”: For any Distribution Date, the percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class M Certificates prior to the distribution of the Principal Distribution
Amount on such Distribution Date and (ii) the Overcollateralization Amount,
by
(y) the Aggregate Stated Principal Balance of the Mortgage Loans after
giving
effect to distributions to be made on that Distribution Date.
“Servicer”:
Opteum Financial Services, LLC, or its successor in interest.
“Servicer
Remittance Date”:
The
21st day of any month, or if such 21st day is not a Business Day, the first
Business Day immediately preceding such 21st day. The first Remittance
Date
shall occur on July 21, 2006.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in connection with a default, delinquency or other
unanticipated event in the performance by the Master Servicer, the Servicer
or
any Subservicer of its servicing obligations, including, but not limited
to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
including any expenses incurred in relation to any such proceedings that
result
from the Mortgage Loan being registered on the MERS System, (iii) the management
and liquidation of any REO Property, including reasonable fees paid to
any
independent contractor in connection therewith, and (iv) compliance with
the
obligations under the second paragraph of Section 3.01, Section 3.09
and Section 3.13 (other than any deductible described in the last paragraph
thereof).
“Servicing
Agreement”: The Servicing Agreement dated March 27, 2006, between Xxxxx Fargo
Bank, N.A. as master servicer and Opteum Financial Services, LLC as seller
and
servicer, attached hereto as Exhibit M.
“Servicing
Criteria”: The “servicing criteria” set forth in Item 1122(d) of Regulation AB,
as such may be amended from time to time, or those Servicing Criteria otherwise
mutually agreed to by the Master Servicer and the Servicer in response
to
evolving interpretations of Regulation AB and incorporated into a revised
Exhibit Q.
“Servicing
Fee”: With respect to each Mortgage Loan, accrued interest at the Servicing
Fee
Rate with respect to the Mortgage Loan on the same principal balance on
which
interest on the Mortgage Loan accrues for the calendar month. The Servicing
Fee
consists of servicing and other related compensation payable to the Servicer
or
to the Master Servicer if the Master Servicer is directly servicing the
loan,
and includes any amount payable to any Subservicer by the Servicer.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the servicing fee rate set forth
in the Mortgage Loan Schedule. With respect to each adjustable rate Mortgage
Loan, the Servicing Fee Rate will equal 0.250% per annum; provided that,
on and
after the first interest rate adjustment date, for any such adjustable
rate
Mortgage Loan, that rate will equal 0.375% per annum.
“Servicing
Officer”: Any officer of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name and
specimen
signature appear on a list of servicing officers furnished to the Trustee
by the
Master Servicer, as such list may from time to time be amended.
“Significance
Estimate”: With respect to any Distribution Date, and in accordance with Item
1115 of Regulation AB, shall be an amount determined based on the reasonable
good-faith estimate by the Sponsor or its affiliate of the aggregate maximum
probable exposure of the outstanding Certificates to the Swap Agreement.
“Significance
Percentage”: With respect to any Distribution Date, and in accordance with Item
1115 of Regulation AB, shall be a percentage equal to the Significance
Estimate
divided by the aggregate outstanding Certificate Principal Balance of the
Class
A Certificates and Class M Certificates, prior to the distribution of the
Principal Distribution Amount on such Distribution Date.
“Single
Certificate”: A Regular Certificate of any Class (other than a Class P
Certificate) evidencing an Initial Certificate Principal Balance or Initial
Notional Amount, as applicable, of $1,000, or, in the case of a Class P
Certificate, a Certificate of such Class evidencing an Initial Certificate
Principal Balance of $100.
“Sponsor”:
Opteum Financial Services, LLC, or its successor in interest.
“Standard
& Poor’s”: Standard & Poor’s, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Startup
Day”: The day designated as such pursuant to Article X hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan or related REO Property at
any given time, (i) the principal balance of the Mortgage Loan outstanding
as of
the Cut-off Date, after application of principal payments due on or before
such
date, whether or not received, minus (ii) the sum of (a) the principal
portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending prior to the most recent Distribution Date
which
were received or with respect to which an Advance was made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property,
and
all Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO
Proceeds to the extent applied by the Master Servicer as recoveries of
principal
in accordance with Section 3.15 with respect to such Mortgage Loan or REO
Property, which were distributed pursuant to Section 4.01 on any previous
Distribution Date, and (c) any Realized Loss with respect thereto allocated
pursuant to Section 4.07 for any previous Distribution Date.
“Step-Up
Date”: The first Distribution Date following the first possible Optional
Termination Date.
“Stepdown
Date”: The later to occur of (x) the Distribution Date occurring in July 2009
and (y) the first Distribution Date for which the Senior Enhancement Percentage
is greater than or equal to approximately 18.80%.
“Subservicer”:
Any Subservicer appointed by the Servicer pursuant to the Servicing Agreement.
Initially, the Subservicer shall be Cenlar.
“Subservicer
Remittance
Date”:
The
21st day of each month, or if such day is not a Business Day, the immediately
preceding Business Day.
“Subservicing
Agreement”: The written contract between the Servicer and a Subservicer and any
successor Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in the Servicing Agreement.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Servicer or
Master Servicer (net of any related expenses permitted to be reimbursed
pursuant
to Section 4.02) or surplus amounts held by the Servicer or Master Servicer
to cover estimated expenses (including, but not limited to, recoveries
in
respect of the representations and warranties made by the Sponsor pursuant
to
the Mortgage Loan Purchase Agreement) specifically related to a Mortgage
Loan
that was the subject of a liquidation or final disposition of any REO Property
prior to the related Prepayment Period that resulted in a Realized
Loss.
“Substitution
Adjustment”: As defined in Section 2.04 hereof.
“Supplemental
Interest Trust”: The corpus of a trust created pursuant to Section 4.09 of
this Agreement and designated as the “Supplemental Interest Trust,” consisting
of the Swap Agreement, the Class IO Interest and the right to receive payments
in respect of the Class IO Distribution Amount. For the avoidance of doubt,
the
Supplemental Interest Trust does not constitute a part of the Trust
Fund.
“Swap
Agreement”: The interest rate swap agreement, dated June 26, 2006, between HSBC
Bank USA, National Association, as trustee on behalf of the Supplemental
Interest Trust, and the Swap Provider, which agreement provides for Net
Swap
Payments and Swap Termination Payments to be paid, as provided therein,
together
with any schedules, confirmations or other agreements relating thereto,
attached
hereto as Exhibit O.
“Swap
LIBOR”: LIBOR as determined pursuant to the Swap Agreement.
“Swap
Provider”: The swap provider under the Swap Agreement either (a) entitled to
receive payments from the Supplemental Interest Trust or (b) required to
make
payments to the Supplemental Interest Trust, in either case pursuant to
the
terms of the Swap Agreement, and any successor in interest or assign. Initially,
the Swap Provider shall be The Bank of New York.
“Swap
Provider Trigger Event”: A Swap Provider Trigger Event shall have occurred if
any of an Event of Default (under the Swap Agreement) with respect to which
the
Swap Provider is a Defaulting Party, a Termination Event (under the Swap
Agreement) with respect to which the Swap Provider is the sole Affected
Party or
an Additional Termination Event (under the Swap Agreement) with respect
to which
the Swap Provider is the sole Affected Party has occurred.
“Swap
Termination Payment”: Upon the designation of an “Early Termination Date” as
defined in the Swap Agreement, the payment to be made by the Supplemental
Interest Trust to the Swap Provider, or by the Swap Provider to the Supplemental
Interest Trust, as applicable, pursuant to the terms of the Swap
Agreement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of each REMIC due to their classification as REMICs under the REMIC
Provisions, together with any and all other information, reports or returns
that
may be required to be furnished to the Certificateholders or filed with
the
Internal Revenue Service or any other governmental taxing authority under
any
applicable provisions of federal, state or local tax laws.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date
if:
(1)
the
six-month rolling average of the aggregate principal balance of Mortgage
Loans
that are 60 or more days Delinquent (including for this purpose any such
Mortgage Loans in foreclosure and Mortgage Loans with respect to which
the
related mortgaged property has been acquired by the trust) as of the close
of
business on the last day of the preceding calendar month equals or exceeds
37.25% of the Senior Enhancement Percentage; or
(2)
in
the
case of any Distribution Date after the 36th
Distribution Date, the cumulative amount of Realized Losses incurred on
the
Mortgage Loans from the Cut-off Date through the end of the calendar month
immediately preceding such Distribution Date exceeds the applicable percentage
set forth below of the Aggregate Stated Principal Balance of the Mortgage
Loans
as of the Cut-off Date:
|
July
2006 to June 2009
|
N/A
|
|
July
2009 to June 2010
|
0.65%
|
|
July
2010 to June 2011
|
1.15%
|
|
July
2011 to June 2012
|
1.65%
|
|
July
2012 and thereafter
|
1.95%
|
“Trust
Fund” or “Trust”: REMIC 1, REMIC 2, REMIC 3, the Basis Risk Shortfall Reserve
Fund, the Custodial Account and the Certificate Account.
“Trust
REMIC”: Any of REMIC 1, REMIC 2 or REMIC 3.
“Trustee”:
HSBC Bank USA, National Association, or its successor in interest, or any
successor trustee appointed as herein provided.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance
or
Uncertificated Notional Amount, as applicable, of such REMIC Regular Interest.
In each case, Uncertificated Accrued Interest will be reduced by any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated
to
such REMIC Regular Interests as set forth in Section 1.03).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LT-IO and each
Distribution Date listed below, the aggregate Uncertificated Principal
Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1
|
I-1-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-50-A
|
|
10
|
I-10-A
through I-50-A
|
|
11
|
I-11-A
through I-50-A
|
|
12
|
I-12-A
through I-50-A
|
|
13
|
I-13-A
through I-50-A
|
|
14
|
I-14-A
through I-50-A
|
|
15
|
I-15-A
through I-50-A
|
|
16
|
I-16-A
through I-50-A
|
|
17
|
I-17-A
through I-50-A
|
|
18
|
I-18-A
through I-50-A
|
|
19
|
I-19-A
through I-50-A
|
|
20
|
I-20-A
through I-50-A
|
|
21
|
I-21-A
through I-50-A
|
|
22
|
I-22-A
through I-50-A
|
|
23
|
I-23-A
through I-50-A
|
|
24
|
I-24-A
through I-50-A
|
|
25
|
I-25-A
through I-50-A
|
|
26
|
I-26-A
through I-50-A
|
|
27
|
I-27-A
through I-50-A
|
|
28
|
I-28-A
through I-50-A
|
|
29
|
I-29-A
through I-50-A
|
|
30
|
I-30-A
through I-50-A
|
|
31
|
I-31-A
through I-50-A
|
|
32
|
I-32-A
through I-50-A
|
|
33
|
I-33-A
through I-50-A
|
|
34
|
I-34-A
through I-50-A
|
|
35
|
I-35-A
through I-50-A
|
|
36
|
I-36-A
through I-50-A
|
|
37
|
I-37-A
through I-50-A
|
|
38
|
I-38-A
through I-50-A
|
|
39
|
I-39-A
through I-50-A
|
|
40
|
I-40-A
through I-50-A
|
|
41
|
I-41-A
through I-50-A
|
|
42
|
I-42-A
through I-50-A
|
|
43
|
I-43-A
through I-50-A
|
|
44
|
I-44-A
through I-50-A
|
|
45
|
I-45-A
through I-50-A
|
|
46
|
I-46-A
through I-50-A
|
|
47
|
I-47-A
through I-50-A
|
|
48
|
I-48-A
through I-50-A
|
|
49
|
I-49-A
and I-50-A
|
|
50
|
I-50-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest IO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest (other than
REMIC 2 Regular Interest LT-IO), the principal amount of such REMIC Regular
Interest outstanding as of any date of determination. As of the Closing
Date,
the Uncertificated Principal Balance of each such REMIC Regular Interest
shall
equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each such REMIC 2 Regular Interest shall be reduced
by all
distributions of principal made on such REMIC 2 Regular Interest on such
Distribution Date pursuant to Section 4.06 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution
Date by
Realized Losses as provided in Section 4.07. The Uncertificated Principal
Balance of REMIC 2 Regular Interest LT-ZZ shall be increased by interest
deferrals as provided in Section 4.06. The Uncertificated Principal Balance
of each REMIC Regular Interest shall never be less than zero.
“Uncertificated
Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
Uncertificated REMIC 2 Pass-Through Rate.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
1 Regular Interest P, a per annum rate equal to the weighted average Net
Mortgage Rate of the Mortgage Loans. With respect to each REMIC 1 Regular
Interest ending with the designation “A”, a per annum rate equal to the weighted
average Net Mortgage Rate of the Mortgage Loans multiplied by 2, subject
to a
maximum rate of 10.900%. With respect to each REMIC 1 Regular Interest
ending
with the designation “B”, the greater of (x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage
Rate of
the Mortgage Loans over (ii) 10.900% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LT-AA,
REMIC 2 Regular Interest LT-A1A, REMIC 2 Regular Interest LT-A1B, REMIC
2
Regular Interest LT-A1C, REMIC 2 Regular Interest LT-A2, REMIC 2 Regular
Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
LT-M3,
REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2
Regular
Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
LT-M8,
REMIC 2 Regular Interest LT-M9, REMIC 2 Regular Interest LT-M10, REMIC
2 Regular
Interest LT-ZZ and REMIC 2 Regular Interest LT-P, a
per
annum rate (but not less than zero) equal to the weighted average of (w)
with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
for
each such Distribution Date, (x) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted
on the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (y) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC
1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
2
|
I-2-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
3
|
I-3-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
4
|
I-4-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
5
|
I-5-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
6
|
I-6-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
7
|
I-7-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
8
|
I-8-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
9
|
I-9-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
10
|
I-10-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
11
|
I-11-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
12
|
I-12-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
13
|
I-13-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
14
|
I-14-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
15
|
I-15-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
16
|
I-16-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
17
|
I-17-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
18
|
I-18-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
19
|
I-19-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
20
|
I-20-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
21
|
I-21-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
22
|
I-22-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
23
|
I-23-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
24
|
I-24-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
25
|
I-25-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
26
|
I-26-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
27
|
I-27-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
28
|
I-28-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
29
|
I-29-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
30
|
I-30-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
31
|
I-31-A
through I-50-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-30-A
|