BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2006 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of June 1, 2006
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-HE6
ASSET-BACKED
CERTIFICATES, SERIES 2006-HE6
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and The
Seller.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.10
|
Servicing
Compensation.
|
Section
3.11
|
REO
Property.
|
Section
3.12
|
Liquidation
Reports.
|
Section
3.13
|
Annual
Statement as to Compliance.
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.15
|
Books
and Records.
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
Section
3.18
|
UCC.
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
Section
3.21
|
Group
I Reserve Fund; Payments to and from Swap Administrator; Group I
Supplemental Interest Trust.
|
Section
3.22
|
Group
II Reserve Fund; Payments to and from Swap Administrator; Group II
Supplemental Interest Trust.
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
Section
3.24
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
Section
4.06
|
Class
I-P Certificate Account.
|
Section
4.07
|
Class
II-P Certificate Account.
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01
|
Advances.
|
Section
5.02
|
Compensating
Interest Payments.
|
Section
5.03
|
REMIC
Distributions.
|
Section
5.04
|
Distributions.
|
Section
5.05
|
Allocation
of Realized Losses.
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
Section
6.01
|
The
Certificates.
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
6.04
|
Persons
Deemed Owners.
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
6.06
|
Book-Entry
Certificates.
|
Section
6.07
|
Notices
to Depository.
|
Section
6.08
|
Definitive
Certificates.
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
Section
7.05
|
Master
Servicer Not to Resign.
|
Section
7.06
|
Successor
Master Servicer.
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01
|
Events
of Default.
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
Section
8.03
|
Notification
to Certificateholders.
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01
|
Duties
of Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
Section
9.04
|
Trustee
May Own Certificates.
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
Section
9.07
|
Insurance.
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
Section
9.09
|
Successor
Trustee.
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
10.02
|
Final
Distribution on the Certificates.
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01
|
Amendment.
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
Section
11.03
|
Governing
Law.
|
Section
11.04
|
Intention
of Parties.
|
Section
11.05
|
Notices.
|
Section
11.06
|
Severability
of Provisions.
|
Section
11.07
|
Assignment.
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
Section
11.09
|
Inspection
and Audit Rights.
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
Exhibit
A-1
|
Form
of Class A Certificates
|
Exhibit
A-2
|
Form
of Class M Certificates
|
Exhibit
A-3
|
Form
of Class P Certificates
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
Exhibit
A-5
|
Form
of Class R Certificates
|
Exhibit
B
|
Mortgage
Loan Schedule
|
Exhibit
C
|
Form
of Transfer Affidavit
|
Exhibit
D
|
Form
of Transferor Certificate
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
Exhibit
G
|
Form
of Request for Release
|
Exhibit
H
|
DTC
Letter of Representations
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
Exhibit
J
|
Form
of Custodial Agreement
|
Exhibit
K
|
Form
of Back-Up Certification
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
M
|
Group
I Swap Agreement
|
Exhibit
N
|
Group
II Swap Agreement
|
Exhibit
O
|
[Reserved]
|
Exhibit
P
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
Exhibit
Q
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
R
|
Additional
Disclosure Notification
|
POOLING
AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the “Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Group I Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group I Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
I
Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap
Account and any rights or obligations in respect of the Swap Administration
Agreement) as a REMIC (as defined herein) for federal income tax purposes,
and
such segregated pool of assets will be designated as “REMIC I”. The Class I-R-1
Certificates will be the sole class of Residual Interests (as defined herein)
in
REMIC I for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated REMIC I
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 I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|
I-1-A
|
Variable(2)
|
$
1,864,231.85
|
July
25, 2036
|
|
I-1-B
|
Variable(2)
|
$
1,864,231.85
|
July
25, 2036
|
|
I-2-A
|
Variable(2)
|
$
2,370,937.10
|
July
25, 2036
|
|
I-2-B
|
Variable(2)
|
$
2,370,937.10
|
July
25, 2036
|
|
I-3-A
|
Variable(2)
|
$
2,876,146.69
|
July
25, 2036
|
|
I-3-B
|
Variable(2)
|
$
2,876,146.69
|
July
25, 2036
|
|
I-4-A
|
Variable(2)
|
$
3,375,457.61
|
July
25, 2036
|
|
I-4-B
|
Variable(2)
|
$
3,375,457.61
|
July
25, 2036
|
|
I-5-A
|
Variable(2)
|
$
3,863,713.90
|
July
25, 2036
|
|
I-5-B
|
Variable(2)
|
$
3,863,713.90
|
July
25, 2036
|
|
I-6-A
|
Variable(2)
|
$
4,336,836.71
|
July
25, 2036
|
|
I-6-B
|
Variable(2)
|
$
4,336,836.71
|
July
25, 2036
|
|
I-7-A
|
Variable(2)
|
$
4,789,101.45
|
July
25, 2036
|
|
I-7-B
|
Variable(2)
|
$
4,789,101.45
|
July
25, 2036
|
|
I-8-A
|
Variable(2)
|
$
5,216,769.43
|
July
25, 2036
|
|
I-8-B
|
Variable(2)
|
$
5,216,769.43
|
July
25, 2036
|
|
I-9-A
|
Variable(2)
|
$
5,610,241.83
|
July
25, 2036
|
|
I-9-B
|
Variable(2)
|
$
5,610,241.83
|
July
25, 2036
|
|
I-10-A
|
Variable(2)
|
$
5,860,950.19
|
July
25, 2036
|
|
I-10-B
|
Variable(2)
|
$
5,860,950.19
|
July
25, 2036
|
|
I-11-A
|
Variable(2)
|
$
5,613,081.92
|
July
25, 2036
|
|
I-11-B
|
Variable(2)
|
$
5,613,081.92
|
July
25, 2036
|
|
I-12-A
|
Variable(2)
|
$
5,363,617.41
|
July
25, 2036
|
|
I-12-B
|
Variable(2)
|
$
5,363,617.41
|
July
25, 2036
|
|
I-13-A
|
Variable(2)
|
$
5,119,784.12
|
July
25, 2036
|
|
I-13-B
|
Variable(2)
|
$
5,119,784.12
|
July
25, 2036
|
|
I-14-A
|
Variable(2)
|
$
4,887,151.04
|
July
25, 2036
|
|
I-14-B
|
Variable(2)
|
$
4,887,151.04
|
July
25, 2036
|
|
I-15-A
|
Variable(2)
|
$
4,665,200.01
|
July
25, 2036
|
|
I-15-B
|
Variable(2)
|
$
4,665,200.01
|
July
25, 2036
|
|
I-16-A
|
Variable(2)
|
$
4,453,436.93
|
July
25, 2036
|
|
I-16-B
|
Variable(2)
|
$
4,453,436.93
|
July
25, 2036
|
|
I-17-A
|
Variable(2)
|
$
4,251,386.31
|
July
25, 2036
|
|
I-17-B
|
Variable(2)
|
$
4,251,386.31
|
July
25, 2036
|
|
I-18-A
|
Variable(2)
|
$
4,058,608.09
|
July
25, 2036
|
|
I-18-B
|
Variable(2)
|
$
4,058,608.09
|
July
25, 2036
|
|
I-19-A
|
Variable(2)
|
$
3,874,669.16
|
July
25, 2036
|
|
I-19-B
|
Variable(2)
|
$
3,874,669.16
|
July
25, 2036
|
|
I-20-A
|
Variable(2)
|
$
3,699,161.02
|
July
25, 2036
|
|
I-20-B
|
Variable(2)
|
$
3,699,161.02
|
July
25, 2036
|
|
I-21-A
|
Variable(2)
|
$
3,531,694.24
|
July
25, 2036
|
|
I-21-B
|
Variable(2)
|
$
3,531,694.24
|
July
25, 2036
|
|
I-22-A
|
Variable(2)
|
$
3,371,429.93
|
July
25, 2036
|
|
I-22-B
|
Variable(2)
|
$
3,371,429.93
|
July
25, 2036
|
|
I-23-A
|
Variable(2)
|
$
3,209,012.31
|
July
25, 2036
|
|
I-23-B
|
Variable(2)
|
$
3,209,012.31
|
July
25, 2036
|
|
I-24-A
|
Variable(2)
|
$
3,064,415.56
|
July
25, 2036
|
|
I-24-B
|
Variable(2)
|
$
3,064,415.56
|
July
25, 2036
|
|
I-25-A
|
Variable(2)
|
$
2,926,440.60
|
July
25, 2036
|
|
I-25-B
|
Variable(2)
|
$
2,926,440.60
|
July
25, 2036
|
|
I-26-A
|
Variable(2)
|
$
2,794,755.75
|
July
25, 2036
|
|
I-26-B
|
Variable(2)
|
$
2,794,755.75
|
July
25, 2036
|
|
I-27-A
|
Variable(2)
|
$
2,669,071.68
|
July
25, 2036
|
|
I-27-B
|
Variable(2)
|
$
2,669,071.68
|
July
25, 2036
|
|
I-28-A
|
Variable(2)
|
$
2,549,078.67
|
July
25, 2036
|
|
I-28-B
|
Variable(2)
|
$
2,549,078.67
|
July
25, 2036
|
|
I-29-A
|
Variable(2)
|
$
2,434,363.41
|
July
25, 2036
|
|
I-29-B
|
Variable(2)
|
$
2,434,363.41
|
July
25, 2036
|
|
I-30-A
|
Variable(2)
|
$
2,325,098.85
|
July
25, 2036
|
|
I-30-B
|
Variable(2)
|
$
2,325,098.85
|
July
25, 2036
|
|
I-31-A
|
Variable(2)
|
$
2,220,837.47
|
July
25, 2036
|
|
I-31-B
|
Variable(2)
|
$
2,220,837.47
|
July
25, 2036
|
|
I-32-A
|
Variable(2)
|
$
2,121,281.63
|
July
25, 2036
|
|
I-32-B
|
Variable(2)
|
$
2,121,281.63
|
July
25, 2036
|
|
I-33-A
|
Variable(2)
|
$
2,026,161.11
|
July
25, 2036
|
|
I-33-B
|
Variable(2)
|
$
2,026,161.11
|
July
25, 2036
|
|
I-34-A
|
Variable(2)
|
$
1,935,421.88
|
July
25, 2036
|
|
I-34-B
|
Variable(2)
|
$
1,935,421.88
|
July
25, 2036
|
|
I-35-A
|
Variable(2)
|
$
1,848,794.65
|
July
25, 2036
|
|
I-35-B
|
Variable(2)
|
$
1,848,794.65
|
July
25, 2036
|
|
I-36-A
|
Variable(2)
|
$
1,766,141.15
|
July
25, 2036
|
|
I-36-B
|
Variable(2)
|
$
1,766,141.15
|
July
25, 2036
|
|
I-37-A
|
Variable(2)
|
$
1,687,231.79
|
July
25, 2036
|
|
I-37-B
|
Variable(2)
|
$
1,687,231.79
|
July
25, 2036
|
|
I-38-A
|
Variable(2)
|
$
1,611,904.09
|
July
25, 2036
|
|
I-38-B
|
Variable(2)
|
$
1,611,904.09
|
July
25, 2036
|
|
I-39-A
|
Variable(2)
|
$
1,539,974.45
|
July
25, 2036
|
|
I-39-B
|
Variable(2)
|
$
1,539,974.45
|
July
25, 2036
|
|
I-40-A
|
Variable(2)
|
$
1,471,317.64
|
July
25, 2036
|
|
I-40-B
|
Variable(2)
|
$
1,471,317.64
|
July
25, 2036
|
|
I-41-A
|
Variable(2)
|
$
1,405,765.23
|
July
25, 2036
|
|
I-41-B
|
Variable(2)
|
$
1,405,765.23
|
July
25, 2036
|
|
I-42-A
|
Variable(2)
|
$
1,343,181.43
|
July
25, 2036
|
|
I-42-B
|
Variable(2)
|
$
1,343,181.43
|
July
25, 2036
|
|
I-43-A
|
Variable(2)
|
$
1,283,424.33
|
July
25, 2036
|
|
I-43-B
|
Variable(2)
|
$
1,283,424.33
|
July
25, 2036
|
|
I-44-A
|
Variable(2)
|
$
1,226,370.62
|
July
25, 2036
|
|
I-44-B
|
Variable(2)
|
$
1,226,370.62
|
July
25, 2036
|
|
I-45-A
|
Variable(2)
|
$
1,171,893.70
|
July
25, 2036
|
|
I-45-B
|
Variable(2)
|
$
1,171,893.70
|
July
25, 2036
|
|
I-46-A
|
Variable(2)
|
$
1,119,875.82
|
July
25, 2036
|
|
I-46-B
|
Variable(2)
|
$
1,119,875.82
|
July
25, 2036
|
|
I-47-A
|
Variable(2)
|
$
1,070,203.72
|
July
25, 2036
|
|
I-47-B
|
Variable(2)
|
$
1,070,203.72
|
July
25, 2036
|
|
I-48-A
|
Variable(2)
|
$
18,103,358.11
|
July
25, 2036
|
|
I-48-B
|
Variable(2)
|
$
18,103,358.11
|
July
25, 2036
|
|
I-49-A
|
Variable(2)
|
$
173,090.45
|
July
25, 2036
|
|
I-49-B
|
Variable(2)
|
$
173,090.45
|
July
25, 2036
|
|
I-50-A
|
Variable(2)
|
$
167,673.10
|
July
25, 2036
|
|
I-50-B
|
Variable(2)
|
$
167,673.10
|
July
25, 2036
|
|
I-51-A
|
Variable(2)
|
$
162,424.53
|
July
25, 2036
|
|
I-51-B
|
Variable(2)
|
$
162,424.53
|
July
25, 2036
|
|
I-52-A
|
Variable(2)
|
$
157,339.49
|
July
25, 2036
|
|
I-52-B
|
Variable(2)
|
$
157,339.49
|
July
25, 2036
|
|
I-53-A
|
Variable(2)
|
$
152,412.88
|
July
25, 2036
|
|
I-53-B
|
Variable(2)
|
$
152,412.88
|
July
25, 2036
|
|
I-54-A
|
Variable(2)
|
$
147,639.82
|
July
25, 2036
|
|
I-54-B
|
Variable(2)
|
$
147,639.82
|
July
25, 2036
|
|
I-55-A
|
Variable(2)
|
$
143,015.52
|
July
25, 2036
|
|
I-55-B
|
Variable(2)
|
$
143,015.52
|
July
25, 2036
|
|
I-56-A
|
Variable(2)
|
$
138,535.36
|
July
25, 2036
|
|
I-56-B
|
Variable(2)
|
$
138,535.36
|
July
25, 2036
|
|
I-57-A
|
Variable(2)
|
$
134,194.86
|
July
25, 2036
|
|
I-57-B
|
Variable(2)
|
$
134,194.86
|
July
25, 2036
|
|
I-58-A
|
Variable(2)
|
$
130,070.37
|
July
25, 2036
|
|
I-58-B
|
Variable(2)
|
$
130,070.37
|
July
25, 2036
|
|
I-59-A
|
Variable(2)
|
$
125,991.91
|
July
25, 2036
|
|
I-59-B
|
Variable(2)
|
$
125,991.91
|
July
25, 2036
|
|
I-60-A
|
Variable(2)
|
$
3,862,689.54
|
July
25, 2036
|
|
I-60-B
|
Variable(2)
|
$
3,862,689.54
|
July
25, 2036
|
|
P
|
0.00%
|
$
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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group II Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
II
Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap
Account and any rights or obligations in respect of the Swap Administration
Agreement) as a REMIC for federal income tax purposes, and such segregated
pool
of assets will be designated as “REMIC II”. The Class II-R-1 Certificates will
be the sole class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the
Uncertificated REMIC II 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
II Regular Interests (as defined herein). None of the REMIC II Regular Interests
will be certificated.
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|
II-1-A
|
Variable(2)
|
$
1,398,241.09
|
June
25, 2036
|
|
II-1-B
|
Variable(2)
|
$
1,398,241.09
|
June
25, 2036
|
|
II-2-A
|
Variable(2)
|
$
1,711,880.65
|
June
25, 2036
|
|
II-2-B
|
Variable(2)
|
$
1,711,880.65
|
June
25, 2036
|
|
II-3-A
|
Variable(2)
|
$
2,022,267.16
|
June
25, 2036
|
|
II-3-B
|
Variable(2)
|
$
2,022,267.16
|
June
25, 2036
|
|
II-4-A
|
Variable(2)
|
$
2,326,967.53
|
June
25, 2036
|
|
II-4-B
|
Variable(2)
|
$
2,326,967.53
|
June
25, 2036
|
|
II-5-A
|
Variable(2)
|
$
2,622,238.94
|
June
25, 2036
|
|
II-5-B
|
Variable(2)
|
$
2,622,238.94
|
June
25, 2036
|
|
II-6-A
|
Variable(2)
|
$
2,906,184.54
|
June
25, 2036
|
|
II-6-B
|
Variable(2)
|
$
2,906,184.54
|
June
25, 2036
|
|
II-7-A
|
Variable(2)
|
$
3,175,706.42
|
June
25, 2036
|
|
II-7-B
|
Variable(2)
|
$
3,175,706.42
|
June
25, 2036
|
|
II-8-A
|
Variable(2)
|
$
3,428,139.21
|
June
25, 2036
|
|
II-8-B
|
Variable(2)
|
$
3,428,139.21
|
June
25, 2036
|
|
II-9-A
|
Variable(2)
|
$
3,646,021.68
|
June
25, 2036
|
|
II-9-B
|
Variable(2)
|
$
3,646,021.68
|
June
25, 2036
|
|
II-10-A
|
Variable(2)
|
$
3,555,385.75
|
June
25, 2036
|
|
II-10-B
|
Variable(2)
|
$
3,555,385.75
|
June
25, 2036
|
|
II-11-A
|
Variable(2)
|
$
3,400,710.28
|
June
25, 2036
|
|
II-11-B
|
Variable(2)
|
$
3,400,710.28
|
June
25, 2036
|
|
II-12-A
|
Variable(2)
|
$
3,249,159.31
|
June
25, 2036
|
|
II-12-B
|
Variable(2)
|
$
3,249,159.31
|
June
25, 2036
|
|
II-13-A
|
Variable(2)
|
$
3,104,471.94
|
June
25, 2036
|
|
II-13-B
|
Variable(2)
|
$
3,104,471.94
|
June
25, 2036
|
|
II-14-A
|
Variable(2)
|
$
2,966,333.69
|
June
25, 2036
|
|
II-14-B
|
Variable(2)
|
$
2,966,333.69
|
June
25, 2036
|
|
II-15-A
|
Variable(2)
|
$
2,834,444.61
|
June
25, 2036
|
|
II-15-B
|
Variable(2)
|
$
2,834,444.61
|
June
25, 2036
|
|
II-16-A
|
Variable(2)
|
$
2,708,518.59
|
June
25, 2036
|
|
II-16-B
|
Variable(2)
|
$
2,708,518.59
|
June
25, 2036
|
|
II-17-A
|
Variable(2)
|
$
2,588,282.75
|
June
25, 2036
|
|
II-17-B
|
Variable(2)
|
$
2,588,282.75
|
June
25, 2036
|
|
II-18-A
|
Variable(2)
|
$
2,473,476.81
|
June
25, 2036
|
|
II-18-B
|
Variable(2)
|
$
2,473,476.81
|
June
25, 2036
|
|
II-19-A
|
Variable(2)
|
$
2,363,852.45
|
June
25, 2036
|
|
II-19-B
|
Variable(2)
|
$
2,363,852.45
|
June
25, 2036
|
|
II-20-A
|
Variable(2)
|
$
2,259,172.85
|
June
25, 2036
|
|
II-20-B
|
Variable(2)
|
$
2,259,172.85
|
June
25, 2036
|
|
II-21-A
|
Variable(2)
|
$
2,158,975.63
|
June
25, 2036
|
|
II-21-B
|
Variable(2)
|
$
2,158,975.63
|
June
25, 2036
|
|
II-22-A
|
Variable(2)
|
$
2,057,208.64
|
June
25, 2036
|
|
II-22-B
|
Variable(2)
|
$
2,057,208.64
|
June
25, 2036
|
|
II-23-A
|
Variable(2)
|
$
1,965,795.77
|
June
25, 2036
|
|
II-23-B
|
Variable(2)
|
$
1,965,795.77
|
June
25, 2036
|
|
II-24-A
|
Variable(2)
|
$
1,879,363.49
|
June
25, 2036
|
|
II-24-B
|
Variable(2)
|
$
1,879,363.49
|
June
25, 2036
|
|
II-25-A
|
Variable(2)
|
$
1,796,803.34
|
June
25, 2036
|
|
II-25-B
|
Variable(2)
|
$
1,796,803.34
|
June
25, 2036
|
|
II-26-A
|
Variable(2)
|
$
1,717,939.43
|
June
25, 2036
|
|
II-26-B
|
Variable(2)
|
$
1,717,939.43
|
June
25, 2036
|
|
II-27-A
|
Variable(2)
|
$
1,642,581.07
|
June
25, 2036
|
|
II-27-B
|
Variable(2)
|
$
1,642,581.07
|
June
25, 2036
|
|
II-28-A
|
Variable(2)
|
$
1,569,588.04
|
June
25, 2036
|
|
II-28-B
|
Variable(2)
|
$
1,569,588.04
|
June
25, 2036
|
|
II-29-A
|
Variable(2)
|
$
1,500,804.59
|
June
25, 2036
|
|
II-29-B
|
Variable(2)
|
$
1,500,804.59
|
June
25, 2036
|
|
II-30-A
|
Variable(2)
|
$
1,435,220.02
|
June
25, 2036
|
|
II-30-B
|
Variable(2)
|
$
1,435,220.02
|
June
25, 2036
|
|
II-31-A
|
Variable(2)
|
$
1,372,559.52
|
June
25, 2036
|
|
II-31-B
|
Variable(2)
|
$
1,372,559.52
|
June
25, 2036
|
|
II-32-A
|
Variable(2)
|
$
1,312,690.77
|
June
25, 2036
|
|
II-32-B
|
Variable(2)
|
$
1,312,690.77
|
June
25, 2036
|
|
II-33-A
|
Variable(2)
|
$
1,255,418.52
|
June
25, 2036
|
|
II-33-B
|
Variable(2)
|
$
1,255,418.52
|
June
25, 2036
|
|
II-34-A
|
Variable(2)
|
$
1,200,749.20
|
June
25, 2036
|
|
II-34-B
|
Variable(2)
|
$
1,200,749.20
|
June
25, 2036
|
|
II-35-A
|
Variable(2)
|
$
1,148,518.93
|
June
25, 2036
|
|
II-35-B
|
Variable(2)
|
$
1,148,518.93
|
June
25, 2036
|
|
II-36-A
|
Variable(2)
|
$
1,098,618.24
|
June
25, 2036
|
|
II-36-B
|
Variable(2)
|
$
1,098,618.24
|
June
25, 2036
|
|
II-37-A
|
Variable(2)
|
$
1,050,932.43
|
June
25, 2036
|
|
II-37-B
|
Variable(2)
|
$
1,050,932.43
|
June
25, 2036
|
|
II-38-A
|
Variable(2)
|
$
1,005,361.56
|
June
25, 2036
|
|
II-38-B
|
Variable(2)
|
$
1,005,361.56
|
June
25, 2036
|
|
II-39-A
|
Variable(2)
|
$
961,797.36
|
June
25, 2036
|
|
II-39-B
|
Variable(2)
|
$
961,797.36
|
June
25, 2036
|
|
II-40-A
|
Variable(2)
|
$
920,173.19
|
June
25, 2036
|
|
II-40-B
|
Variable(2)
|
$
920,173.19
|
June
25, 2036
|
|
II-41-A
|
Variable(2)
|
$
880,392.38
|
June
25, 2036
|
|
II-41-B
|
Variable(2)
|
$
880,392.38
|
June
25, 2036
|
|
II-42-A
|
Variable(2)
|
$
842,371.56
|
June
25, 2036
|
|
II-42-B
|
Variable(2)
|
$
842,371.56
|
June
25, 2036
|
|
II-43-A
|
Variable(2)
|
$
806,030.39
|
June
25, 2036
|
|
II-43-B
|
Variable(2)
|
$
806,030.39
|
June
25, 2036
|
|
II-44-A
|
Variable(2)
|
$
771,293.32
|
June
25, 2036
|
|
II-44-B
|
Variable(2)
|
$
771,293.32
|
June
25, 2036
|
|
II-45-A
|
Variable(2)
|
$
738,087.70
|
June
25, 2036
|
|
II-45-B
|
Variable(2)
|
$
738,087.70
|
June
25, 2036
|
|
II-46-A
|
Variable(2)
|
$
706,345.32
|
June
25, 2036
|
|
II-46-B
|
Variable(2)
|
$
706,345.32
|
June
25, 2036
|
|
II-47-A
|
Variable(2)
|
$
676,001.05
|
June
25, 2036
|
|
II-47-B
|
Variable(2)
|
$
676,001.05
|
June
25, 2036
|
|
II-48-A
|
Variable(2)
|
$
10,236,303.93
|
June
25, 2036
|
|
II-48-B
|
Variable(2)
|
$
10,236,303.93
|
June
25, 2036
|
|
II-49-A
|
Variable(2)
|
$
167,490.46
|
June
25, 2036
|
|
II-49-B
|
Variable(2)
|
$
167,490.46
|
June
25, 2036
|
|
II-50-A
|
Variable(2)
|
$
162,230.08
|
June
25, 2036
|
|
II-50-B
|
Variable(2)
|
$
162,230.08
|
June
25, 2036
|
|
II-51-A
|
Variable(2)
|
$
157,134.11
|
June
25, 2036
|
|
II-51-B
|
Variable(2)
|
$
157,134.11
|
June
25, 2036
|
|
II-52-A
|
Variable(2)
|
$
152,197.42
|
June
25, 2036
|
|
II-52-B
|
Variable(2)
|
$
152,197.42
|
June
25, 2036
|
|
II-53-A
|
Variable(2)
|
$
147,415.04
|
June
25, 2036
|
|
II-53-B
|
Variable(2)
|
$
147,415.04
|
June
25, 2036
|
|
II-54-A
|
Variable(2)
|
$
142,782.20
|
June
25, 2036
|
|
II-54-B
|
Variable(2)
|
$
142,782.20
|
June
25, 2036
|
|
II-55-A
|
Variable(2)
|
$
138,294.21
|
June
25, 2036
|
|
II-55-B
|
Variable(2)
|
$
138,294.21
|
June
25, 2036
|
|
II-56-A
|
Variable(2)
|
$
133,946.58
|
June
25, 2036
|
|
II-56-B
|
Variable(2)
|
$
133,946.58
|
June
25, 2036
|
|
II-57-A
|
Variable(2)
|
$
129,734.92
|
June
25, 2036
|
|
II-57-B
|
Variable(2)
|
$
129,734.92
|
June
25, 2036
|
|
II-58-A
|
Variable(2)
|
$
125,956.55
|
June
25, 2036
|
|
II-58-B
|
Variable(2)
|
$
125,956.55
|
June
25, 2036
|
|
II-59-A
|
Variable(2)
|
$
121,999.59
|
June
25, 2036
|
|
II-59-B
|
Variable(2)
|
$
121,999.59
|
June
25, 2036
|
|
II-60-A
|
Variable(2)
|
$
3,718,681.79
|
June
25, 2036
|
|
II-60-B
|
Variable(2)
|
$
3,718,681.79
|
June
25, 2036
|
|
P
|
0.00%
|
$
100.00
|
June
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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate”
herein.
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and the REMIC II Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC III”. The Class I-R-2 Certificates will be the sole
class of Residual Interests in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC III 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 III Regular Interests (as
defined herein). None of the REMIC III Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC III
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
I-AA
|
Variable(2)
|
$
324,329,158.32
|
July
25, 2036
|
I-A-1
|
Variable(2)
|
$
1,548,370.00
|
July
25, 2036
|
I-A-2
|
Variable(2)
|
$
823,590.00
|
July
25, 2036
|
I-A-3
|
Variable(2)
|
$
120,080.00
|
July
25, 2036
|
I-M-1
|
Variable(2)
|
$
185,330.00
|
July
25, 2036
|
I-M-2
|
Variable(2)
|
$
130,730.00
|
July
25, 2036
|
I-M-3
|
Variable(2)
|
$
76,120.00
|
July
25, 2036
|
I-M-4
|
Variable(2)
|
$
64,530.00
|
July
25, 2036
|
I-M-5
|
Variable(2)
|
$
62,880.00
|
July
25, 2036
|
I-M-6
|
Variable(2)
|
$
49,640.00
|
July
25, 2036
|
I-M-7
|
Variable(2)
|
$
43,020.00
|
July
25, 2036
|
I-M-8
|
Variable(2)
|
$
24,820.00
|
July
25, 2036
|
I-M-9
|
Variable(2)
|
$
43,020.00
|
July
25, 2036
|
I-M-10
|
Variable(2)
|
$
49,640.00
|
July
25, 2036
|
I-M-11
|
Variable(2)
|
$
38,060.00
|
July
25, 2036
|
I-ZZ
|
Variable(2)
|
$
3,359,132.41
|
July
25, 2036
|
I-IO
|
(2)
|
(3)
|
July
25, 2036
|
I-P
|
0.00%
|
$
100.00
|
July
25, 2036
|
II-AA
|
Variable(2)
|
$
205,304,599.27
|
June
25, 2036
|
II-A-1
|
Variable(2)
|
$
1,011,980.00
|
June
25, 2036
|
II-A-2
|
Variable(2)
|
$
456,440.00
|
June
25, 2036
|
II-A-3
|
Variable(2)
|
$
58,790.00
|
June
25, 2036
|
II-M-1
|
Variable(2)
|
$
142,460.00
|
June
25, 2036
|
II-M-2
|
Variable(2)
|
$
91,130.00
|
June
25, 2036
|
II-M-3
|
Variable(2)
|
$
47,140.00
|
June
25, 2036
|
II-M-4
|
Variable(2)
|
$
42,950.00
|
June
25, 2036
|
II-M-5
|
Variable(2)
|
$
38,760.00
|
June
25, 2036
|
II-M-6
|
Variable(2)
|
$
34,560.00
|
June
25, 2036
|
II-M-7
|
Variable(2)
|
$
33,520.00
|
June
25, 2036
|
II-M-8
|
Variable(2)
|
$
21,990.00
|
June
25, 2036
|
II-M-9
|
Variable(2)
|
$
23,040.00
|
June
25, 2036
|
II-M-10
|
Variable(2)
|
$
28,280.00
|
June
25, 2036
|
II-M-11
|
Variable(2)
|
$
20,950.00
|
June
25, 2036
|
II-ZZ
|
Variable(2)
|
$
2,137,899.78
|
June
25, 2036
|
II-IO
|
(2)
|
(3)
|
June
25, 2036
|
II-P
|
0.00%
|
$
100.00
|
June
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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC III Group I Regular
Interest (as defined herein), and the Distribution Date in the month
following the maturity date for the Group II Mortgage Loan with the
latest
maturity date has been designated as the “latest possible maturity date”
for each REMIC III Group II Regular Interest (as defined
herein).
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC III
Pass-Through Rate” herein.
|
(3)
|
REMIC
III Regular Interest I-IO and REMIC III Regular Interest II-IO will
not
have Uncertificated Principal Balances but will accrue interest on
their
respective uncertificated notional amounts calculated in accordance
with
the related definition of “Uncertificated Notional Amount”
herein.
|
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC IV”.
The Class I-R-3 Certificates will represent the sole class of Residual Interests
in REMIC IV for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE Interests, Class P Interests and Class
IO
Interests) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of the
Regular Interests in REMIC IV created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC IV and also represents (i)
the right to receive certain amounts specified herein in respect of related
Basis Risk Shortfall Carry Forward Amounts (as defined herein) and (ii)
the
obligation to pay related Class IO Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate. Each Class CE Certificate
represents ownership of a Regular Interest in a REMIC and also represents (i)
the obligation to pay certain amounts specified herein in respect of related
Basis Risk Shortfall Carry Forward Amounts and (ii) the right to receive related
Class IO Distribution Amounts.
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
I-A-1(2)
|
Variable(3)
|
$154,837,000.00
|
July
25, 2036
|
I-A-2(2)
|
Variable(3)
|
$82,359,000.00
|
July
25, 2036
|
I-A-3(2)
|
Variable(3)
|
$12,008,000.00
|
July
25, 2036
|
I-M-1(2)
|
Variable(3)
|
$18,533,000.00
|
July
25, 2036
|
I-M-2(2)
|
Variable(3)
|
$13,073,000.00
|
July
25, 2036
|
I-M-3(2)
|
Variable(3)
|
$7,612,000.00
|
July
25, 2036
|
I-M-4(2)
|
Variable(3)
|
$6,453,000.00
|
July
25, 2036
|
I-M-5(2)
|
Variable(3)
|
$6,288,000.00
|
July
25, 2036
|
I-M-6(2)
|
Variable(3)
|
$4,964,000.00
|
July
25, 2036
|
I-M-7(2)
|
Variable(3)
|
$4,302,000.00
|
July
25, 2036
|
I-M-8(2)
|
Variable(3)
|
$2,482,000.00
|
July
25, 2036
|
I-M-9(2)
|
Variable(3)
|
$4,302,000.00
|
July
25, 2036
|
I-M-10(2)
|
Variable(3)
|
$4,964,000.00
|
July
25, 2036
|
I-M-11(2)
|
Variable(3)
|
$3,806,000.00
|
July
25, 2036
|
Class
I-CE Interest
|
Variable(3)(4)
|
$ 4,965,120.73
|
July
25, 2036
|
Class
I-P Interest
|
0.00%(5)
|
$
100.00
|
July
25, 2036
|
Class
I-IO Interest
|
(6)
|
(7)
|
July
25, 2036
|
II-A-1(2)
|
Variable(3)
|
$101,198,000.00
|
June
25, 2036
|
II-A-2(2)
|
Variable(3)
|
$45,644,000.00
|
June
25, 2036
|
II-A-3(2)
|
Variable(3)
|
$5,879,000.00
|
June
25, 2036
|
II-M-1(2)
|
Variable(3)
|
$14,246,000.00
|
June
25, 2036
|
II-M-2(2)
|
Variable(3)
|
$9,113,000.00
|
June
25, 2036
|
II-M-3(2)
|
Variable(3)
|
$4,714,000.00
|
June
25, 2036
|
II-M-4(2)
|
Variable(3)
|
$4,295,000.00
|
June
25, 2036
|
II-M-5(2)
|
Variable(3)
|
$3,876,000.00
|
June
25, 2036
|
II-M-6(2)
|
Variable(3)
|
$3,456,000.00
|
June
25, 2036
|
II-M-7(2)
|
Variable(3)
|
$3,352,000.00
|
June
25, 2036
|
II-M-8(2)
|
Variable(3)
|
$2,199,000.00
|
June
25, 2036
|
II-M-9(2)
|
Variable(3)
|
$2,304,000.00
|
June
25, 2036
|
II-M-10(2)
|
Variable(3)
|
$2,828,000.00
|
June
25, 2036
|
II-M-11(2)
|
Variable(3)
|
$2,095,000.00
|
June
25, 2036
|
Class
II-CE Interest
|
Variable(3)(4)
|
$4,295,489.05
|
June
25, 2036
|
Class
II-IO Interest
|
(6)
|
(7)
|
June
25, 2036
|
Class
II-P Interest
|
0.00%(5)
|
$
100.00
|
June
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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Regular Interest in REMIC IV the
ownership of which is represented by the Class I-A Certificates and
Class
I-M Certificates, the Class I-CE Interest, the Class I-P Interest
and the
Class I-IO Interest, and the Distribution Date in the month following
the
maturity date for the Group II Mortgage Loan with the latest maturity
date
has been designated as the “latest possible maturity date” for each
Regular Interest in REMIC IV the ownership of which is represented
by the
Class II-A Certificates and Class II-M Certificates, the Class II-CE
Interest, the Class II-P Interest and the Class II-IO
Interest.
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
IV. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC IV on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the related
Reserve Fund or the related Supplemental Interest Trust, as applicable,
and any amount distributable on the related Regular Interest in REMIC
IV
on such Distribution Date in excess of the amount distributable on
such
Class of Certificates on such Distribution Date shall be treated
for such
purposes as having been distributed to the Holders of such Certificates
and then paid by such Holders to the related Supplemental Interest
Trust,
all pursuant to and as further provided in Section 3.21 or Section
3.22,
as applicable, hereof.
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC IV which corresponds to a Class A Certificate
or
Class M Certificate will have the same Pass-Through Rate as such
Certificate, except with respect to the related Net Rate Cap. The
Net Rate
Cap for each such Regular Interest in REMIC IV and Certificate is
specified in the related definition of “Net Rate Cap.”
|
(4)
|
The
Class I-CE Interest and Class II-CE Interest will accrue interest
at their
variable Pass-Through Rates on their Uncertificated Notional Amounts
outstanding from time to time, which shall equal the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest I-P) or the REMIC
III
Group II Regular Interests (other than REMIC III Regular Interest
II-P),
respectively. The Class CE Interests will not accrue interest on
their
Uncertificated Principal Balances.
|
(5)
|
The
Class P Interests are not entitled to distributions in respect of
interest.
|
(6)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Pass-Through Rates, but will be entitled to
100% of
the amounts distributed on REMIC III Regular Interest I-IO and REMIC
III
Regular Interest II-IO, respectively.
|
(7)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Uncertificated Principal Balances, but will
have
notional amounts equal to the Uncertificated Notional Amounts of
REMIC III
Regular Interest I-IO and REMIC III Regular Interest II-IO,
respectively.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC V”.
The Class I-R-5 Interest represents the sole class of Residual Interests in
REMIC V for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
V created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
I-CE
|
(2)
|
$4,965,120.73
|
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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-CE
Certificates.
|
(2)
|
The
Class I-CE Certificates will receive 100% of the amounts received
in
respect of the Class I-CE Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
I-R-6 Interest represents the sole class of Residual Interests in REMIC VI
for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
VI created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
I-P
|
0.00%(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-P
Certificates.
|
(2)
|
The
Class I-P Certificates will receive 100% of the amounts received in
respect of the Class I-P Interest.
|
REMIC
VII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VII”.
The Class I-R-7 Interest represents the sole class of Residual Interests in
REMIC VII for purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VII
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
IO(2)
|
(3)
|
(4)
|
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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC VII Regular Interest
IO.
|
(2)
|
REMIC
VII Regular Interest IO will be held as an asset of the Group I
Supplemental Interest Trust.
|
(3)
|
REMIC
VII Regular Interest IO will not have a Pass-Through Rate, but will
receive 100% of the amounts received in respect of the Class I-IO
Interest.
|
(4)
|
REMIC
VII Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class I-IO Interest.
|
REMIC
VIII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VIII”.
The Class II-R-8 Interest represents the sole class of Residual Interests in
REMIC VIII for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
VIII created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
II-CE
|
(2)
|
$4,295,489.05
|
June
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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-CE
Certificates.
|
(2)
|
The
Class II-CE Certificates will receive 100% of the amounts received
in
respect of the Class II-CE
Interest.
|
REMIC
IX
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-P Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC IX”.
The Class II-R-9 Interest represents the sole class of Residual Interests in
REMIC IX for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IX created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
II-P
|
0.00%(2)
|
$100.00
|
June
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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-P
Certificates.
|
(2)
|
The
Class II-P Certificates will receive 100% of the amounts received
in
respect of the Class II-P Interest.
|
REMIC
X
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC X”.
The Class II-R-10 Interest represents the sole class of Residual Interests
in
REMIC X for purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
X
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
IO(2)
|
(3)
|
(4)
|
June
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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC X Regular Interest
IO.
|
(2)
|
REMIC
X Regular Interest IO will be held as an asset of the Group II
Supplemental Interest Trust.
|
(3)
|
REMIC
X Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class II-IO
Interest.
|
(4)
|
REMIC
X Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class II-IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2006-HE6.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2006-HE6” (including for purposes of
any endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline:
As
defined in Section 3.16(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Funds, the Group I Swap Account, the Group
II
Swap Account, the Class I-P Certificate Account, the Class II-P Certificate
Account and the Protected Account.
Accrual
Period:
With
respect to the Certificates (other than the Class CE, Class P and the Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) to and including the day prior to such Distribution
Date. With respect to the Class CE Certificates and the Class CE Interests
and
any Distribution Date, the calendar month immediately preceding such
Distribution Date. All calculations of interest on the Certificates (other
than
the Class CE, Class P and the Residual Certificates) will be made on the basis
of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interests and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure:
As
defined in Section 3.16(a)(v).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit R.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(ii).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iv).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 5.01
hereof.
Affected
Party:
An
“Affected Party” as defined in the related Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments,
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
in
respect of such Mortgage Loans after the last day of the related Prepayment
Period.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A Certificates and Class
M
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
which have been applied in reduction of the Certificate Principal Balance of
a
Class of Certificates pursuant to Section 5.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attesting
Party:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iv).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A Certificates and
Class
M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
for
such Class for such Distribution Date is limited to the related Net Rate Cap,
the excess, if any, of (a) the amount of Current Interest that such Class would
have been entitled to receive on such Distribution Date had the Pass-Though
Rate
applicable to such Class been calculated at a per annum rate equal to the
related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the Pass-Through
Rate is limited to the related Net Rate Cap and (B) the Basis Risk Shortfall
Carry Forward Amount for the previous Distribution Date not previously paid,
together with interest thereon at a rate equal to the related Pass-Through
Rate
the current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
CE Certificates and Class P Certificates) constitutes a Class of Book-Entry
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee or
the
principal office of the Master Servicer is located as authorized or obligated
by
law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to the Class I-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-1, 0.030%
per annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-2, 0.150%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.300% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-3, 0.240%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-1, 0.270%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.405% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-2, 0.290%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.435% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-3, 0.320%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-4, 0.350%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.525% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-5, 0.390%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.585% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-6, 0.460%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.690% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-7, 0.850%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 1.275% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-8, 1.150%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 1.725% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-9, 2.050%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.075% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-10, 2.500%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-11 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-11, 2.500%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-1, 0.030%
per annum.
With
respect to the Class II-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-2, 0.150%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.300% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-3, 0.240%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-1, 0.300%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.450% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-2, 0.320%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-3, 0.350%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.525% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-4, 0.370%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.555% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-5, 0.410%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.615% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-6, 0.480%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.720% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-7, 0.900%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 1.350% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-8, 1.150%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 1.725% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-9, 2.050%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.075% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-10, 2.250%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-11 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-11, 2.250%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class I-CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Group I Mortgage Loans as of the
beginning of the related Due Period. The
initial Certificate Notional Amount of the Class I-CE Certificates shall be
$330,948,120.73. For federal income tax purposes, the Certificate Notional
Amount for the Class I-CE Certificates for any Distribution Date shall be an
amount equal to the Uncertificated Notional Amount for the Class I-CE Interest
for such Distribution Date. With respect to the Class II-CE Certificates and
any
Distribution Date, an amount equal to the Stated Principal Balance of the Group
II Mortgage Loans as of the beginning of the related Due Period. The initial
Certificate Notional Amount of the Class II-CE Certificates shall be
$209,494,489.05. For federal income tax purposes, the Certificate Notional
Amount for the Class II-CE Certificates for any Distribution Date shall be
an
amount equal to the Uncertificated Notional Amount for the Class II-CE Interest
for such Distribution Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class CE Certificates and any Class R
Certificates) and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate plus, in the case of a Class I-A Certificate and
Class I-M Certificate, any Subsequent Recoveries added to the Certificate
Principal Balance of such Certificate pursuant to Section 5.04(a) and in the
case of a Class II-A Certificate and Class II-M Certificate, any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 5.04(b), less the sum of (i) all amounts distributed with
respect to such Certificate in reduction of the Certificate Principal Balance
thereof on previous Distribution Dates pursuant to Section 5.04, and (ii) any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates. As to the Class I-CE Certificates and as of any Distribution
Date, an amount equal to the Uncertificated Principal Balance of the Class
I-CE
Interest. As to the Class II-CE Certificates and as of any Distribution Date,
an
amount equal to the Uncertificated Principal Balance of the Class II-CE
Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
As
defined in Section 3.16(a)(iv).
Certifying
Person:
As
defined in Section 3.16(a)(iv).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
Any of
the Class I-A-1, Class I-A-2, and Class I-A-3, Class II-A-1, Class II-A-2,
and
Class II-A-3 Certificates.
Class
CE Certificates:
Any of
the Class I-CE Certificates and Class II-CE Certificates.
Class
CE Interest:
Any of
the Class I-CE Interest and Class II-CE Interest.
Class
IO Interest:
Any of
the Class I-IO Interest and Class II-IO Interest.
Class
M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10, Class I-M-11, Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class II-M-11
Certificates.
Class
P Certificates:
Any of
the Class I-P Certificates and Class II-P Certificates.
Class
P Interest:
Any of
the Class I-P Interest and Class II-P Interest.
Class
R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3, Class I-RX, Class II-R-1 and Class
II-RX Certificates.
Class
I-A Certificates:
Any of
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class I-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 50.60% and (2) the aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (b) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,654,741.
Class
I-A-1 Certificate:
Any
Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-2 Certificate:
Any
Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-3 Certificate:
Any
Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-CE Certificate:
Any
Certificate designated as a “Class I-CE Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class I-CE Certificates herein and evidencing
(i)
a Regular Interest in REMIC V, (ii) the obligation to pay related Basis Risk
Shortfall Carry Forward Amounts and (iii) the right to receive related Class
IO
Distribution Amounts.
Class
I-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class I-CE Interest for such Distribution Date, (ii) any Group I
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group I not
distributed to the Class I-A Certificates and Class I-M Certificates on such
Distribution Date; provided, however that on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of the Class
I-A
Certificates and Class I-M Certificates have been reduced to zero, the Class
I-CE Distribution Amount shall include the Group I Overcollateralization
Amount.
Class
I-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
I-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC VII Regular Interest IO, evidencing a Regular Interest in
REMIC
IV for purposes of the REMIC Provisions.
Class
I-M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11
Certificates.
Class
I-M-1 Certificate:
Any
Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class I-M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 61.80% and (y) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,654,741.
Class
I-M-2 Certificate:
Any
Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount and the Class I-M-1 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class I-M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 69.70% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
I 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 Due Period), and (2) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group I 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 Due Period)
minus $1,654,741.
Class
I-M-3 Certificate:
Any
Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount
and the Class I-M-2 Principal Distribution Amount and (y) the excess, if any,
of
(a) the sum of (1) the aggregate Certificate Principal Balance of the Class
I-A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class I-M-1 Certificates (after taking into account
the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date) and (4) the Certificate
Principal Balance of the Class I-M-3 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 74.30% and
(y)
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,654,741.
Class
I-M-4 Certificate:
Any
Certificate designated as a “Class I-M-4 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-4 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount and the Class I-M-3
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into
account the distribution of the Class I-M-2 Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of the Class
I-M-3 Certificates (after taking into account the distribution of the Class
I-M-3 Principal Distribution Amount on such Distribution Date) and (5) the
Certificate Principal Balance of the Class I-M-4 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 78.20%
and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,654,741.
Class
I-M-5 Certificate:
Any
Certificate designated as a “Class I-M-5 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-5 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount and the Class I-M-4 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class I-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 82.00% and (y) the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,654,741.
Class
I-M-6 Certificate:
Any
Certificate designated as a “Class I-M-6 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-6 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount and the
Class
I-M-5 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum
of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4
Certificates (after taking into account the distribution of the Class I-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class I-M-5 Certificates (after taking into account
the
distribution of the Class I-M-5 Principal Distribution Amount on such
Distribution Date) and (7) the Certificate Principal Balance of the Class I-M-6
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 85.00% and (y) the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,654,741.
Class
I-M-7 Certificate:
Any
Certificate designated as a “Class I-M-7 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-7 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount and the Class I-M-6 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class I-M-2 Certificates (after taking into account
the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date) and (8) the Certificate Principal Balance of the Class I-M-7
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 87.60% and (y) the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,654,741.
Class
I-M-8 Certificate:
Any
Certificate designated as a “Class I-M-8 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-8 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount and the Class I-M-7 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class I-A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class I-M-1 Certificates (after taking
into
account the distribution of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class
I-M-2 Certificates (after taking into account the distribution of the Class
I-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class I-M-3 Certificates (after taking
into
account the distribution of the Class I-M-3 Principal Distribution Amount on
such Distribution Date), (5) the Certificate Principal Balance of the Class
I-M-4 Certificates (after taking into account the distribution of the Class
I-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class I-M-5 Certificates (after taking
into
account the distribution of the Class I-M-5 Principal Distribution Amount on
such Distribution Date) (7) the Certificate Principal Balance of the Class
I-M-6
Certificates (after taking into account the distribution of the Class I-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class I-M-7 Certificates (after taking into account
the
distribution of the Class I-M-7 Principal Distribution Amount on such
Distribution Date) and (9) the Certificate Principal Balance of the Class I-M-8
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 89.10% and (y) the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,654,741.
Class
I-M-9 Certificate:
Any
Certificate designated as a “Class I-M-9 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-9 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount and the Class I-M-8
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into
account the distribution of the Class I-M-2 Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of the Class
I-M-3 Certificates (after taking into account the distribution of the Class
I-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-M-4 Certificates (after taking
into
account the distribution of the Class I-M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of the Class
I-M-5 Certificates (after taking into account the distribution of the Class
I-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class I-M-6 Certificates (after taking
into
account the distribution of the Class I-M-6 Principal Distribution Amount on
such Distribution Date), (8) the Certificate Principal Balance of the Class
I-M-7 Certificates (after taking into account the distribution of the Class
I-M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class I-M-8 Certificates (after taking
into
account the distribution of the Class I-M-8 Principal Distribution Amount on
such Distribution Date) and (10) the Certificate Principal Balance of the Class
I-M-9 Certificates immediately prior to such Distribution Date, over (b) the
lesser of (1) the product of (x) 91.70% and (y) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,654,741.
Class
I-M-10 Certificate:
Any
Certificate designated as a “Class I-M-10 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal
Distribution Amount and the Class I-M-9 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7
Certificates (after taking into account the distribution of the Class I-M-7
Principal Distribution Amount on such Distribution Date), (9) the Certificate
Principal Balance of the Class I-M-8 (after taking into account the distribution
of the Class I-M-8 Principal Distribution Amount on such Distribution Date),
(10) the Certificate Principal Balance of the Class I-M-9 Certificates (after
taking into account the distribution of the Class I-M-9 Principal Distribution
Amount on such Distribution Date) and (11) the Certificate Principal Balance
of
the Class I-M-10 Certificates immediately prior to such Distribution Date,
over
(b) the lesser of (1) the product of (x) 94.70% and (y) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,654,741.
Class
I-M-11 Certificate:
Any
Certificate designated as a “Class I-M-11 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-11 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-11 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal
Distribution Amount, the Class I-M-9 Principal Distribution Amount and the
Class
I-M-10 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum
of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4
Certificates (after taking into account the distribution of the Class I-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class I-M-5 Certificates (after taking into account
the
distribution of the Class I-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6
Certificates (after taking into account the distribution of the Class I-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class I-M-7 Certificates (after taking into account
the
distribution of the Class I-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8
Certificates (after taking into account the distribution of the Class I-M-8
Principal Distribution Amount on such Distribution Date), (10) the Certificate
Principal Balance of the Class I-M-9 Certificates (after taking into account
the
distribution of the Class I-M-9 Principal Distribution Amount on such
Distribution Date), (11) the Certificate Principal Balance of the Class I-M-10
Certificates (after taking into account the distribution of the Class I-M-10
Principal Distribution Amount on such Distribution Date) and (12) the
Certificate Principal Balance of the Class I-M-11 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 97.00%
and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,654,741.
Class
I-P Certificate:
Any
Certificate designated as a “Class I-P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class I-P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC VI and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group I.
Class
I-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-P Certificates, evidencing a Regular Interest in REMIC
IV
for purposes of the REMIC Provisions.
Class
I-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class I-P
Certificateholders.
Class
I-R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3 and Class I-RX
Certificates.
Class
I-R-1 Certificate:
Any
Certificate designated a “Class I-R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class I-R-1 Certificates as set forth herein.
Class
I-R-2 Certificate:
Any
Certificate designated a “Class I-R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class I-R-2 Certificates as set forth herein.
Class
I-R-3 Certificate:
Any
Certificate designated a “Class I-R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
IV and representing the right to the Percentage Interest of distributions
provided for the Class I-R-3 Certificates as set forth herein.
Class
I-RX Certificate:
Any
Certificate designated a “Class I-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
I-R-5 Interest, Class I-R-6 Interest and Class I-R-7 Interest and representing
the right to the Percentage Interest of distributions provided for the Class
I-RX Certificates as set forth herein.
Class
I-R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
I-R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Class
I-R-7 Interest:
The
uncertificated Residual Interest in REMIC VII.
Class
II-A Certificates:
Any of
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class II-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 45.80% and (2) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (b) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,047,472.
Class
II-A-1 Certificate:
Any
Certificate designated as a “Class II-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-A-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-A-2 Certificate:
Any
Certificate designated as a “Class II-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-A-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-A-3 Certificate:
Any
Certificate designated as a “Class II-A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-A-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts
Class
II-CE Certificate:
Any
Certificate designated as a “Class II-CE Certificate” on the face thereof, in
the form of Exhibit A-4 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-CE Certificates herein
and
evidencing (i) a Regular Interest in REMIC VIII, (ii) the obligation to pay
related Basis Risk Shortfall Carry Forward Amounts and (iii) the right to
receive related Class IO Distribution Amounts.
Class
II-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class II-CE Interest for such Distribution Date, (ii) any Group II
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group II not
distributed to the Class II-A Certificates and Class II-M Certificates on such
Distribution Date; provided, however, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of the Class
II-A
Certificates and Class II-M Certificates have been reduced to zero, the Class
II-CE Distribution Amount shall include the Group II Overcollateralization
Amount.
Class
II-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC X Regular Interest IO, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-M Certificates:
Any of
the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class
II-M-11 Certificates.
Class
II-M-1 Certificate:
Any
Certificate designated as a “Class II-M-1 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class II-A Certificates
(after taking into account the distribution of the Class II-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class II-M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 59.40% and (y) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,047,472.
Class
II-M-2 Certificate:
Any
Certificate designated as a “Class II-M-2 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount and the Class II-M-1 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class II-A Certificates (after taking
into
account the distribution of the Class II-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class II-M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 68.10% and
(y)
the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,047,472.
Class
II-M-3 Certificate:
Any
Certificate designated as a “Class II-M-3 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount and the Class II-M-2 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class II-A Certificates (after taking into account the distribution of the
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class II-M-1 Certificates (after taking
into account the distribution of the Class II-M-1 Principal Distribution Amount
on such Distribution Date), (3) the Certificate Principal Balance of the Class
II-M-2 Certificates (after taking into account the distribution of the Class
II-M-2 Principal Distribution Amount on such Distribution Date) and (4) the
Certificate Principal Balance of the Class II-M-3 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 72.60%
and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,047,472.
Class
II-M-4 Certificate:
Any
Certificate designated as a “Class II-M-4 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-4 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount and the Class II-M-3
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class II-A Certificates
(after taking into account the distribution of the Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class II-M-1 Certificates (after taking into account the
distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date) and (5) the Certificate Principal Balance of the Class II-M-4
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 76.70% and (y) the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,047,472.
Class
II-M-5 Certificate:
Any
Certificate designated as a “Class II-M-5 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-5 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount and the Class II-M-4 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class II-A Certificates (after taking into account
the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class II-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 80.40% and (y) the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,047,472.
Class
II-M-6 Certificate:
Any
Certificate designated as a “Class II-M-6 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-6 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount
and the Class II-M-5 Principal Distribution Amount and (y) the excess, if any,
of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class
II-A Certificates (after taking into account the distribution of the Class
II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) and (7) the Certificate Principal Balance of the Class II-M-6
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 83.70% and (y) the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus $1,047,472.
Class
II-M-7 Certificate:
Any
Certificate designated as a “Class II-M-7 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-7 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount and the Class II-M-6 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class II-A Certificates (after
taking into account the distribution of the Class II-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class II-M-1 Certificates (after taking into account the distribution of the
Class II-M-1 Principal Distribution Amount on such Distribution Date), (3)
the
Certificate Principal Balance of the Class II-M-2 Certificates (after taking
into account the distribution of the Class II-M-2 Principal Distribution Amount
on such Distribution Date), (4) the Certificate Principal Balance of the Class
II-M-3 Certificates (after taking into account the distribution of the Class
II-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class II-M-4 Certificates (after taking
into account the distribution of the Class II-M-4 Principal Distribution Amount
on such Distribution Date), (6) the Certificate Principal Balance of the Class
II-M-5 Certificates (after taking into account the distribution of the Class
II-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class II-M-6 Certificates (after taking
into account the distribution of the Class II-M-6 Principal Distribution Amount
on such Distribution Date) and (8) the Certificate Principal Balance of the
Class II-M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 86.90% and (y) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,047,472.
Class
II-M-8 Certificate:
Any
Certificate designated as a “Class II-M-8 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-8 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount and the Class II-M-7 Principal Distribution Amount and
(y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class II-A Certificates (after taking into account the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5
Certificates (after taking into account the distribution of the Class II-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class II-M-6 Certificates (after taking into account
the distribution of the Class II-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7
Certificates (after taking into account the distribution of the Class II-M-7
Principal Distribution Amount on such Distribution Date) and (9) the Certificate
Principal Balance of the Class II-M-8 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 89.00% and
(y)
the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $1,047,472.
Class
II-M-9 Certificate:
Any
Certificate designated as a “Class II-M-9 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-9 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount and the
Class II-M-8 Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class II-A
Certificates (after taking into account the distribution of the Class II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6
Certificates (after taking into account the distribution of the Class II-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class II-M-7 Certificates (after taking into account
the distribution of the Class II-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8
Certificates (after taking into account the distribution of the Class II-M-8
Principal Distribution Amount on such Distribution Date) and (10) the
Certificate Principal Balance of the Class II-M-9 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.20%
and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,047,472.
Class
II-M-10 Certificate:
Any
Certificate designated as a “Class II-M-10 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class
II-M-8 Principal Distribution Amount and the Class II-M-9 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class II-A Certificates (after taking
into
account the distribution of the Class II-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5
Certificates (after taking into account the distribution of the Class II-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class II-M-6 Certificates (after taking into account
the distribution of the Class II-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7
Certificates (after taking into account the distribution of the Class II-M-7
Principal Distribution Amount on such Distribution Date), (9) the Certificate
Principal Balance of the Class II-M-8 (after taking into account the
distribution of the Class II-M-8 Principal Distribution Amount on such
Distribution Date), (10) the Certificate Principal Balance of the Class II-M-9
Certificates (after taking into account the distribution of the Class II-M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class II-M-10 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
93.90% and (y) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,047,472.
Class
II-M-11 Certificate:
Any
Certificate designated as a “Class II-M-11 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-11 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-11 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class
II-M-8 Principal Distribution Amount, the Class II-M-9 Principal Distribution
Amount and the Class II-M-10 Principal Distribution Amount and (y) the excess,
if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of
the
Class II-A Certificates (after taking into account the distribution of the
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class II-M-1 Certificates (after taking
into account the distribution of the Class II-M-1 Principal Distribution Amount
on such Distribution Date), (3) the Certificate Principal Balance of the Class
II-M-2 Certificates (after taking into account the distribution of the Class
II-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class II-M-3 Certificates (after taking
into account the distribution of the Class II-M-3 Principal Distribution Amount
on such Distribution Date), (5) the Certificate Principal Balance of the Class
II-M-4 Certificates (after taking into account the distribution of the Class
II-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class II-M-5 Certificates (after taking
into account the distribution of the Class II-M-5 Principal Distribution Amount
on such Distribution Date) (7) the Certificate Principal Balance of the Class
II-M-6 Certificates (after taking into account the distribution of the Class
II-M-6 Principal Distribution Amount on such Distribution Date), (8) the
Certificate Principal Balance of the Class II-M-7 Certificates (after taking
into account the distribution of the Class II-M-7 Principal Distribution Amount
on such Distribution Date), (9) the Certificate Principal Balance of the Class
II-M-8 Certificates (after taking into account the distribution of the Class
II-M-8 Principal Distribution Amount on such Distribution Date), (10) the
Certificate Principal Balance of the Class II-M-9 Certificates (after taking
into account the distribution of the Class II-M-9 Principal Distribution Amount
on such Distribution Date), (11) the Certificate Principal Balance of the Class
II-M-10 Certificates (after taking into account the distribution of the Class
II-M-10 Principal Distribution Amount on such Distribution Date) and (12) the
Certificate Principal Balance of the Class II-M-11 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
95.90% and (y) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus
$1,047,472.
Class
II-P Certificate:
Any
Certificate designated as a “Class II-P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class II-P Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC IX and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group II.
Class
II-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-P Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class II-P
Certificateholders.
Class
II-R Certificate:
Any of
the Class II-R-1 Certificates and Class II-RX Certificates.
Class
II-R-1 Certificate:
Any
Certificate designated a “Class II-R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class II-R-1 Certificates as set forth herein.
Class
II-RX Certificate:
Any
Certificate designated a “Class II-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
II-R-8 Interest, Class II-R-9 Interest and Class II-R-10 Interest and
representing the right to the Percentage Interest of distributions provided
for
the Class II-RX Certificates as set forth herein.
Class
II-R-8
Interest:
The
uncertificated Residual Interest in REMIC VIII.
Class
II-R-9 Interest:
The
uncertificated Residual Interest in REMIC IX.
Class
II-R-10 Interest:
The
uncertificated Residual Interest in REMIC X.
Class
IO Distribution Amount:
Any of
the Group I Class IO Distribution Amount or the Group II Class IO Distribution
Amount.
Closing
Date:
June
30, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
The
designated office of the Trustee where at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services Group - Bear Xxxxxxx Asset Backed Securities
I
LLC, Series 2006-HE6, or at such other address as the Trustee may designate
from
time to time.
Corresponding
Certificate:
With
respect to each REMIC III Regular Interest (other than REMIC III Regular
Interests I-AA, I-ZZ, I-IO, I-P, II-AA, II-ZZ, II-IO and II-P), the Certificate
with the corresponding designation. With respect to each REMIC IV Regular
Interest (other than the Class CE Interests, the Class P Interests and the
Class
IO Interests), the related Certificate representing ownership thereof.
.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of each
class (other than the Class P Certificates, Class P Interests, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
related Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related Accrual Period
at the applicable Pass-Through Rate, plus any amount previously distributed
with
respect to interest for such Certificate or interest that has been recovered
as
a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period, provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
related Class CE Certificates and the related Class CE Interest and the related
Residual Certificates in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall
be
allocated to each Class of related Class A Certificates and Class M Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
Any of
the Group I Current Specified Enhancement Percentage or the Group II Current
Specified Enhancement Percentage.
Custodial
Agreement:
An
agreement, dated as of June 30, 2006, among the Depositor, EMC, as a Seller
and
as Master Servicer, Master Funding as a Seller, the Trustee and the Custodian
in
substantially the form of Exhibit J hereto.
Custodian:
LaSalle
Bank National Association, or any successor custodian appointed pursuant to
the
provisions hereof and the Custodial Agreement.
Cut-off
Date:
The
close of business on June 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Group I Mortgage
Loans
is $330,948,120.73. The aggregate Cut-off Date Principal Balance of the Group
II
Mortgage Loans is $209,494,489.05.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the related 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 such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
Any of
a Group I Delinquency Event or Group II Delinquency Event.
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.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-HE6”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in July 2006.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in which such
Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC
is
the applicable Seller.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class CE, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date and any Loan Group, an amount, if any, equal
to
the sum of (a) the related Remaining Excess Spread for such Distribution Date
and (b) the related Overcollateralization Release Amount for such Distribution
Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date and any Loan Group, the excess, if any, of
(i)
the Interest Funds with respect to the related Loan Group for such Distribution
Date over (ii) the sum of the Current Interest on the related Class A
Certificates and Class M Certificates and Interest Carry Forward Amounts on
the
related Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(3)(A) with respect to Loan Group I and 5.04(b)(3)(A)
with respect to Loan Group II), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
Any of
the Group I Extra Principal Distribution Amount or Group II Extra Principal
Distribution Amount.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC (on its own behalf as a seller
and on behalf of Master Funding) pursuant to or as contemplated by Section
2.03(c) or Section 10.01), a determination made by the Master Servicer that
all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Trustee
shall
maintain records, based solely on information provided by the Master Servicer,
of each Final Recovery Determination made thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. and any successor thereto.
Form
8-K Disclosure Information:
As
defined in Section 3.16(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group
I Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class
I-M-9, Class I-M-10, Class I-M-11, Class I-P, Class I-CE, Class I-R-1, Class
I-R-2, Class I-R-3 and Class I-RX Certificates.
Group
I Class IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Group I Class
IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) on such Distribution Date in excess of the amount payable on REMIC
VII
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.21 hereof.
Group
I Current Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class I-M
Certificates and (ii) the Group I Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
I
Mortgage Loans as of the end of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period with respect to Loan Group I, 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
Due
Period with respect to Loan Group I).
Group
I Delinquency Event:
A Group
I Delinquency Event shall
have occurred and be continuing if at any time, (x) the percent equivalent
of a
fraction, the numerator of which is the aggregate Stated Principal Balance
of
the Group I Mortgage Loans that are 60 days or more Delinquent (including for
this purpose any such Group I Mortgage Loans in bankruptcy or foreclosure and
Group I Mortgage Loans with respect to which the related Mortgaged Property
is
REO Property), and the denominator of which is the aggregate Stated Principal
Balance of all of the Group I Mortgage Loans as of the last day of the related
Due Period exceeds (y) 32.50% of the Group
I
Current Specified Enhancement Percentage.
Group
I Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group I Overcollateralization Target Amount for such Distribution Date over
the
Group I Overcollateralization Amount for such Distribution Date (after giving
effect to distributions of principal on the Certificates other than any Group
I
Extra Principal Distribution Amount) and (ii) the related Excess Spread for
such
Distribution Date.
Group
I Marker Rate:
With
respect to the Class I-CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group I Regular Interests (other than
REMIC
III Regular Interests I-AA, I-IO and I-P), with the rate on each such REMIC
III
Group I Regular Interest (other than REMIC III Regular Interest I-ZZ) subject
to
a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
the
Corresponding Certificate and (ii) the Net Rate Cap for the REMIC IV Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and with the
rate on REMIC III Regular Interest I-ZZ subject to a cap of zero for the purpose
of this calculation; provided, however, that solely for this purpose, the
related cap with respect to each REMIC III Group I Regular Interest (other
than
REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P) shall be multiplied by
a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.
Group
I Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest I-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ minus the
REMIC III Group I Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC III Group I Regular Interests
(other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P), with the
rate
on each such REMIC III Group I Regular Interest subject to a cap equal to the
lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding
Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date; provided, however,
that
solely for this purpose, the related cap with respect to each REMIC III Group
I
Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and
I-P) shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
Group
I Mortgage Loans:
The
Mortgage Loans related to Loan Group I.
Group
I Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group I Swap Agreement by either the Group I Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group I Swap Termination Payment.
Group
I Notional Amount:
With
respect to each Distribution Date and the Group I Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit M.
Group
I Offered Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8 and
Class
I-M-9 Certificates.
Group
I Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group I created
hereunder as a result of the purchase of all of the Group I Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
I Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
I
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group I Mortgage Loans as of the Cut-off Date.
Group
I Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) over the aggregate Certificate Principal Balance of the Class I-A
Certificates and Class I-M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Group I Extra Principal
Distribution Amount on such Certificates).
Group
I Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal
Remittance Amount for such Distribution Date and (y) the excess, if any, of
(i)
the Group I Overcollateralization Amount for such Distribution Date (assuming
that 100% of the related Principal Remittance Amount is applied as a principal
payment on such Distribution Date) over (ii) the Group I Overcollateralization
Target Amount for such Distribution Date (with the amount pursuant to clause
(y)
deemed to be $0 if the Group I Overcollateralization Amount is less than or
equal to the Group I Overcollateralization Target Amount on that Distribution
Date).
Group
I Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 1.50% of the
aggregate Stated Principal Balance of the Group I 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) the lesser of (1) 1.50% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and
(2)
3.00% of the then current aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period) and (ii) $1,654,741 or
(c) on
or after the Stepdown Date and if a Group I Trigger Event is in effect, the
Group I Overcollateralization Target Amount for the immediately preceding
Distribution Date.
Group
I Regular Certificate:
Any of
the Group I Certificates other than the Group I Residual
Certificates.
Group
I REMIC Termination Payment:
As
defined in Section 10.01.
Group
I Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Group
I Reserve Fund Deposit:
With
respect to the Group I Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group I Reserve Fund pursuant to
Section 3.21 hereof.
Group
I Residual Certificates:
The
Class I-R Certificates, each evidencing the sole class of Residual Interests
in
the related REMIC.
Group
I Senior Certificates:
Any of
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Group
I 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 Seller or its affiliate of the aggregate maximum probable exposure of the
outstanding Class I-A Certificates and Class I-M Certificates to the Group
I
Swap Agreement.
Group
I Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group I Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class I-A
Certificates and Class I-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
I Stepdown Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class I-A
Certificates has been reduced to zero, and (II) the later to occur of (a) the
Distribution Date in July 2009 and (b) the first Distribution Date on which
the
Group I Current Specified Enhancement Percentage is greater than or equal to
49.40%.
Group
I Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group I.
Group
I Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Group I Supplemental Interest Trust,” consisting of the Group
I Swap Agreement, the rights in respect of the Swap Administration Agreement
that relate to Loan Group I and the Group I Swap Account. For the avoidance
of
doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement,
the
Group I Swap Account and the Swap Administration Agreement do not constitute
parts of the Trust Fund or any REMIC.
Group
I Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group I supplemental interest trust
trustee and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which
it
or its successors may be a party and any successor group I supplemental interest
trust trustee as may from time to time be serving as successor group I
supplemental interest trust trustee.
Group
I Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group I Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
I Swap Agreement:
The
interest rate swap agreement between the Group I Swap Provider and the Group
I
Supplemental Interest Trust Trustee, which agreement provides for Group I Net
Swap Payments and Group I Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit M.
Group
I Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
I Swap Provider:
The
swap provider under the Group I Swap Agreement either (a) entitled to receive
payments from the Swap Administrator from amounts payable by the Trust Fund
with
respect to Loan Group I under this Agreement or (b) required to make payments
to
the Swap Administrator for payment to the Trust Fund with respect to Loan Group
I, in either case pursuant to the terms of the Group I Swap Agreement, and
any
successor in interest or assign. Initially, the Group I Swap Provider shall
be
Wachovia Bank, N.A.
Group
I Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group I
Swap
Agreement with respect to which the Group I Swap Provider is a Defaulting Party,
(ii) a Termination Event under the Group I Swap Agreement with respect to which
the Group I Swap Provider is the sole Affected Party, or (iii) an Additional
Termination Event under the Group I Swap Agreement with respect to which the
Group I Swap Provider is the sole Affected Party.
Group
I Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group I Swap
Agreement, the payment to be made by the Swap Administrator to the Group I
Swap
Provider from payments from the Trust Fund with respect to Loan Group I, or
by
the Group I Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group I, as applicable, pursuant to the terms of
the
Group I Swap Agreement.
Group
I Trigger Event:
With
respect to any Distribution Date, a Group I Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group I Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group I Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
Distribution
Date
|
Percentage
|
July
2009 to June 2010
|
3.45%
with respect to July 2009, plus an additional 1/12th
of
the difference between 5.40% and 3.45% for each month
thereafter
|
July
2010 to June 2011
|
5.40%
with respect to July 2010, plus an additional 1/12th
of
the difference between 6.75% and 5.40% for each month
thereafter
|
July
2011 to June 2012
|
6.75%
with respect to July 2011, plus an additional 1/12th
of
the difference between 7.00% and 6.75% for each month
thereafter
|
July
2012 and thereafter
|
7.00%
|
Group
II Certificates:
Any of
the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8,
Class II-M-9, Class II-M-10, Class II-M-11, Class II-P, Class II-CE, Class
II-R-1 and Class II-RX Certificates.
Group
II Class IO Distribution Amount:
As
defined in Section 3.22 hereof. For purposes of clarity, the Group II Class
IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.22(c) on such Distribution Date in excess of the amount payable on REMIC
X
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.22 hereof.
Group
II Current Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class II-M
Certificates and (ii) the Group II Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
II
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period with respect
to Loan Group II, 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 Due Period
with
respect to Loan Group II).
Group
II Delinquency Event:
A Group
II Delinquency Event shall have occurred and be continuing if at any time,
(x)
the percent equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Group II Mortgage Loans that are 60 days or
more
Delinquent (including for this purpose any such Group II Mortgage Loans in
bankruptcy or foreclosure and Group I Mortgage Loans with respect to which
the
related Mortgaged Property is REO Property), and the denominator of which is
the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans as
of
the last day of the related Due Period exceeds (y) 29.50% of the Group II
Current Specified Enhancement Percentage.
Group
II Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group II Overcollateralization Target Amount for such Distribution Date over
the
Group II Overcollateralization Amount for such Distribution Date (after giving
effect to distributions of principal on the Certificates other than any Group
II
Extra Principal Distribution Amount) and (ii) the related Excess Spread for
such
Distribution Date.
Group
II Marker Rate:
With
respect to the Class II-CE Interest and any Distribution Date, a per annum
rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group II Regular Interests (other than
REMIC III Regular Interests II-AA, II-IO and II-P), with the rate on each such
REMIC III Group II Regular Interest (other than REMIC III Regular Interest
II-ZZ) subject to a cap equal to the lesser of (i) the One-Month LIBOR
Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap
for the REMIC IV Regular Interest the ownership of which is represented by
the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date, and with the rate on REMIC III Regular Interest II-ZZ subject
to a cap of zero for the purpose of this calculation; provided, however, that
solely for this purpose, the related cap with respect to each REMIC III Group
II
Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO
and
II-P) shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
Group
II Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest II-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ minus
the
REMIC III Group II Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC III Group II Regular Interests
(other than REMIC III Regular Interests II-AA, II-ZZ, II-IO and II-P), with
the
rate on each such REMIC III Group II Regular Interest subject to a cap equal
to
the lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding
Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date; provided, however,
that
solely for this purpose, the related cap with respect to each REMIC III Group
II
Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO
and
II-P) shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
Group
II Mortgage Loans:
The
Mortgage Loans related to Loan Group II.
Group
II Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group II Swap Agreement by either the Group II Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group II Swap Termination Payment.
Group
II Notional Amount:
With
respect to each Distribution Date and the Group II Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit N.
Group
II Offered Certificates:
Any of
the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-M-9 Certificates.
Group
II Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group II created
hereunder as a result of the purchase of all of the Group II Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
II Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
II
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group II Mortgage Loans as of the Cut-off Date.
Group
II Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) over the aggregate Certificate Principal Balance of the Class II-A
Certificates and Class II-M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Group II Extra Principal
Distribution Amount on such Certificates).
Group
II Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal
Remittance Amount for such Distribution Date and (y) the excess, if any, of
(i)
the Group II Overcollateralization Amount for such Distribution Date (assuming
that 100% of the related Principal Remittance Amount is applied as a principal
payment on such Distribution Date) over (ii) the Group II Overcollateralization
Target Amount for such Distribution Date (with the amount pursuant to clause
(y)
deemed to be $0 if the Group II Overcollateralization Amount is less than or
equal to the Group II Overcollateralization Target Amount on that Distribution
Date).
Group
II Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 2.05% of the
aggregate Stated Principal Balance of the Group II 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) the lesser of (1) 2.05% of the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the Cut-off Date and
(2)
4.10% of the then current aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period) and (ii) $1,047,472 or
(c) on
or after the Stepdown Date and if a Group II Trigger Event is in effect, the
Group II Overcollateralization Target Amount for the immediately preceding
Distribution Date.
Group
II Regular Certificate:
Any of
the Group II Certificates other than the Group II Residual
Certificates.
Group
II REMIC Termination Payment:
As
defined in Section 10.01.
Group
II Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.22 hereof.
Group
II Reserve Fund Deposit:
With
respect to the Group II Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group II Reserve Fund pursuant to
Section 3.22 hereof.
Group
II Residual Certificates:
The
Class II-R-1 Certificates and Class II-RX Certificates, each evidencing the
sole
class of Residual Interests in the related REMIC.
Group
II Senior Certificates:
Any of
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Group
II 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 Seller or its affiliate of the aggregate maximum probable exposure of the
outstanding Class II-A Certificates and Class II-M Certificates to the Group
II
Swap Agreement.
Group
II Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group II Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class II-A
Certificates and Class II-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
II Stepdown Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class II-A
Certificates has been reduced to zero, and (II) the later to occur of (a) the
Distribution Date in July 2009 and (b) the first Distribution Date on which
the
Group II Current Specified Enhancement Percentage is greater than or equal
to
54.20%.
Group
II Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group II.
Group
II Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.22 of this Agreement and
designated as the “Group II Supplemental Interest Trust,” consisting of the
Group II Swap Agreement, the rights in respect of the Swap Administration
Agreement that relate to Loan Group II and the Group II Swap Account. For the
avoidance of doubt, the Group II Supplemental Interest Trust, the Group II
Swap
Agreement, the Group II Swap Account and the Swap Administration Agreement
do
not constitute parts of the Trust Fund or any REMIC.
Group
II Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group II supplemental interest trust
trustee and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which
it
or its successors may be a party and any successor group II supplemental
interest trust trustee as may from time to time be serving as successor group
II
supplemental interest trust trustee.
Group
II Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group II Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
II Swap Agreement:
The
interest rate swap agreement between the Group II Swap Provider and the Group
II
Supplemental Interest Trust Trustee, which agreement provides for Group II
Net
Swap Payments and Group II Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit N.
Group
II Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
II Swap Provider:
The
swap provider under the Group II Swap Agreement either (a) entitled to receive
payments from the Swap Administrator from amounts payable by the Trust Fund
with
respect to Loan Group II under this Agreement or (b) required to make payments
to the Swap Administrator for payment to the Trust Fund with respect to Loan
Group II, in either case pursuant to the terms of the Group II Swap Agreement,
and any successor in interest or assign. Initially, the Group II Swap Provider
shall be Wachovia Bank, N.A.
Group
II Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group II
Swap Agreement with respect to which the Group II Swap Provider is a Defaulting
Party, (ii) a Termination Event under the Group II Swap Agreement with respect
to which the Group II Swap Provider is the sole Affected Party, or (iii) an
Additional Termination Event under the Group II Swap Agreement with respect
to
which the Group II Swap Provider is the sole Affected Party.
Group
II Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group II Swap
Agreement, the payment to be made by the Swap Administrator to the Group II
Swap
Provider from payments from the Trust Fund with respect to Loan Group II, or
by
the Group II Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group II, as applicable, pursuant to the terms of
the
Group II Swap Agreement.
Group
II Trigger Event:
With
respect to any Distribution Date, a Group II Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group II Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group II Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
Distribution
Date
|
Percentage
|
July
2009
to
June
2010
|
3.35%
with respect to July 2009, plus an additional 1/12th of the difference
between 5.30% and 3.35% for each month thereafter
|
July
2010 to June 2011
|
5.30%
with respect to July 2010, plus an additional 1/12th
of
the difference between 6.80% and 5.30% for each month
thereafter
|
July
2011 to June 2012
|
6.80%
with respect to July 2011, plus an additional 1/12th
of
the difference between 7.25% and 6.80% for each month
thereafter
|
July
2012 and thereafter
|
7.25%
|
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity Holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust 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, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class CE, Class P and the Residual Certificates), the sum of (i) the excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by applicable law)
at
the applicable Pass-Through Rate for such Class for the related Accrual Period
including the Accrual Period relating to such Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each Loan Group and any Distribution Date (1) the sum, without
duplication, of (a) all scheduled interest during the related Due Period with
respect to the related Mortgage Loans less the Servicing Fee, the Trustee Fee
and the LPMI Fee, if any, (b) all Advances relating to interest with respect
to
the related Mortgage Loans made on or prior to the related Distribution Account
Deposit Date, (c) all Compensating Interest with respect to the related Mortgage
Loans and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the related Mortgage Loans collected
during the related Prepayment Period (to the extent such Liquidation Proceeds
and Subsequent Recoveries relate to interest), and (e) all amounts relating
to
interest with respect to each Mortgage Loan repurchased by EMC (on its own
behalf as a Seller and on behalf of Master Funding) pursuant to Sections 2.02
and 2.03 and by the Master Servicer pursuant to Section 3.19, in each case
to
the extent remitted by the Master Servicer to the Distribution Account pursuant
to this Agreement and (f) the interest portion of any proceeds received from
the
exercise of a Group I Optional Termination or Group II Optional Termination,
as
applicable, minus (2) (i) all amounts relating to interest required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in
this
Agreement, and (ii) any related Net Swap Payment or related Swap Termination
Payment (not due to a related Swap Provider Trigger Event and to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
related replacement interest rate swap agreements that may be entered into
by
the related Supplemental Interest Trust Trustee) owed to the Swap Administrator
for payment to the related Swap Provider for such Distribution Date and any
such
payments remaining unpaid for any prior Distribution Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
LaSalle:
LaSalle
Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: with respect to the
Group I Certificates, other than the Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in July 2036; with respect to the Class
I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in May
2031 and April 2036, respectively. With respect to the Group II Certificates,
other than the Class II-A-1 Certificates and Class Class II-A-2 Certificates,
the Distribution Date in June 2036; with respect to the Class II-A-1
Certificates and Class II-A-2 Certificates, the Distribution Date in August
2030
and April 2036, respectively.
Latest
Possible Maturity Date:
With
respect to the Group I Certificates, July 25, 2036, which is the Distribution
Date in the month following the final scheduled maturity date of the Group
I
Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
of
the Cut-off Date. With respect to the Group II Certificates, June 25, 2036,
which is the Distribution Date in the month following the final scheduled
maturity date of the Group II Mortgage Loan in the Trust Fund having the latest
scheduled maturity date as of the Cut-off Date. For purposes of the Treasury
regulations under Sections 860A through 860G of the Code, the latest possible
maturity date of each Regular Interest issued by REMIC I, each REMIC III Group
I
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class I-A Certificates and Class I-M Certificates,
the Class I-CE Interest, the Class I-P Interest, the Class I-IO Interest, each
Regular Interest the ownership of which is represented by the Class I-CE
Certificates and Class I-P Certificates, and REMIC VII Regular Interest IO,
shall be the Distribution Date in the month following the final scheduled
maturity date of the Group I Mortgage Loan in the Trust Fund having the latest
scheduled maturity date as of the Cut-off Date, and the latest possible maturity
date of each Regular Interest issued by REMIC II, each REMIC III Group II
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class II-A Certificates and Class II-M Certificates,
the Class II-CE Interest, the Class II-P Interest, the Class II-IO Interest,
each Regular Interest the ownership of which is represented by the Class II-CE
Certificates and Class II-P Certificates, and REMIC X Regular Interest IO,
shall
be the Distribution Date in the month following the final scheduled maturity
date of the Group II Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off Date..
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
Loan
Group I:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation:
The
meaning specified in Section 5.05(b) hereof.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer or
the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder:
Any of
the Majority Class I-CE Certificateholder or Majority Class II-CE
Certificateholder.
Majority
Class I-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class I-CE
Certificates.
Majority
Class II-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class II-CE
Certificates.
Master
Funding:
Master
Funding LLC, a Delaware limited liability company, and its successors and
assigns, in its capacity as the seller of the Master Funding Mortgage Loans
to
the Depositor.
Master
Funding Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master
Funding is the applicable Seller.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any 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
Statement:
The
statement delivered to the Certificateholders pursuant to Section
5.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first or second lien
on
or first or second priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule and separated into Group I Mortgage Loan and Group II
Mortgage Loans, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of June 30, 2006, among EMC, as
a
seller, Master Funding, as a seller and the Depositor, as purchaser in the
form
attached hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller or the Master
Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
of
Replacement Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect to
each
Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (j)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
and
(iii) the rate at which the LPMI Fee is calculated, if any.
Net
Rate Cap:
With
respect to any Distribution Date and the Class I-A Certificates and Class I-M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Group I Mortgage Loans, weighted based on the Stated Principal Balances of
such
Group I Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Group I Net Swap
Payment payable to the Group I Swap Provider on such Distribution Date and
(ii)
any Group I Swap Termination Payment not due to a Group I Swap Provider Trigger
Event payable to the Group I Swap Provider (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Group
I
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Group I Mortgage Loans as of the related Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Group I Mortgage Loans on such Due Date, multiplied by 12. The Net Rate
Cap
will be adjusted to an effective rate reflecting the accrual of interest on
an
actual/360 basis. With respect to any Distribution Date and the REMIC IV Regular
Interests the ownership of which is represented by Class I-A Certificates and
Class I-M Certificates, a per annum rate equal to the weighted average (adjusted
for the actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC III Pass-Through Rates on the REMIC III Group I Regular
Interests (other than REMIC III Regular Interests I-IO and I-P), weighted on
the
basis of the Uncertificated Principal Balances of each such REMIC III Regular
Interest immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates and Class
II-M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Group II Mortgage Loans, weighted based on the Stated Principal Balances of
such
Group II Mortgage Loans as of the related Due Date prior to giving effect to
any
reduction in the Stated Principal Balances of such Group II Mortgage Loans
on
such Due Date, and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period, over (B) an amount, expressed as a per annum rate, equal to the sum
of
(i) the Group II Net Swap Payment payable to the Group II Swap Provider on
such
Distribution Date and (ii) any Group II Swap Termination Payment not due to
a
Group II Swap Provider Trigger Event payable to the Group II Swap Provider
(to
the extent not paid by the Swap Administrator from any upfront payment received
pursuant to any related replacement interest rate swap agreement that may be
entered into by the Group II Supplemental Interest Trust Trustee), divided
by
the aggregate outstanding Stated Principal Balance of the Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
multiplied by 12. The Net Rate Cap will be adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis. With respect to
any
Distribution Date and the REMIC IV Regular Interests the ownership of which
is
represented by Class II-A Certificates and Class II-M Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC III
Pass-Through Rates on the REMIC III Group II Regular Interests (other than
REMIC
III Regular Interests II-IO and II-P), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC III Regular Interest
immediately prior to such Distribution Date.
Net
Swap Payment:
Any of
the Group I Net Swap Payment or the Group II Net Swap Payment.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer pursuant to this Agreement, that, in the good faith judgment of the
Master Servicer, will not or, in the case of a proposed advance, would not,
be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Offered
Certificates:
The
Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9,
Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-M-9 Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, Master Funding LLC and/or the Trustee, as the case
may be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date. If such rate does not appear on
such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying One-Month LIBOR
or comparable rates as may be reasonably selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
no
such quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee’s calculation of the rate of
interest applicable to the Class A Certificates and Class M Certificates for
the
related Accrual Period shall, in the absence of manifest error, be final and
binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A Certificate and Class M Certificate and, for purposes
of
the definitions of “Group I Marker Rate”, “Group I Maximum Uncertificated
Accrued Interest Deferral Amount”, “Group II Marker Rate” and “Group II Maximum
Uncertificated Accrued Interest Deferral Amount”, the related REMIC III Regular
Interest for which such Certificate is the Corresponding Certificate, a per
annum rate equal to One-Month LIBOR plus the related Certificate
Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller, the Depositor
or
the Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of the Seller, Depositor and the Master Servicer, (ii)
not
have any direct financial interest in the
Seller, the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with the Seller, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
Any of
Group I Optional Termination or Group II Optional Termination.
Optional
Termination Date:
Any of
the Group I Optional Termination Date or Group II Optional Termination
Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
Any of
the Group I Overcollateralization Amount and Group II Overcollateralization
Amount.
Overcollateralization
Release Amount:
Any of
the Group I Overcollateralization Release Amount or Group II
Overcollateralization Release Amount.
Overcollateralization
Target Amount:
Any of
the Group I Overcollateralization Target Amount or Group II
Overcollateralization Target Amount.
Ownership
Interest:
As to
any Certificate, any ownership 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.
Pass-Through
Rate:
With
respect to the Class A Certificates and Class M Certificates and any
Distribution Date, a rate per annum equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net Rate Cap for such Distribution Date.
With
respect to the Class I-CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC III Group I Regular Interest (other
than REMIC III Regular Interests I-IO and I-P) equal to the product of (a)
the
excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such
REMIC
III Group I Regular Interest over the Group I Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC III Group
I
Regular Interest, and the denominator of which is the aggregate Uncertificated
Principal Balance of such REMIC III Group I Regular Interests.
With
respect to the Class II-CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of the amount determined for each REMIC III Group II Regular Interest
(other than REMIC III Regular Interests II-IO and II-P) equal to the product
of
(a) the excess, if any, of the Uncertificated REMIC III Pass-Through Rate for
such REMIC III Group II Regular Interest over the Group II Marker Rate and
(b) a
notional amount equal to the Uncertificated Principal Balance of such REMIC
III
Group II Regular Interest, and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of such REMIC III Group II Regular
Interests.
With
respect to the Class I-CE Certificate, the Class I-CE Certificate shall not
have
a Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amount distributable
to the Class I-CE Interest for such Distribution Date.
With
respect to the Class II-CE Certificate, the Class II-CE Certificate shall not
have a Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amount distributable
to the Class II-CE Interest for such Distribution Date.
With
respect to the Class I-P Certificate and the Class I-P Interest, 0.00% per
annum.
With
respect to the Class II-P Certificate and the Class II-P Interest, 0.00% per
annum.
With
respect to the Class I-IO Interest, Class I-IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
III
Regular Interest I-IO for such Distribution Date.
With
respect to the Class II-IO Interest, Class II-IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
III
Regular Interest II-IO for such Distribution Date.
With
respect to REMIC VII Regular Interest IO, REMIC VII Regular Interest IO shall
not have a Pass-Through Rate, but Current Interest for such Regular Interest
and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class I-IO Interest for such Distribution
Date.
With
respect to REMIC X Regular Interest IO, REMIC X Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class II-IO Interest for such Distribution
Date.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|