FINANCIAL ASSET SECURITIES CORP., Depositor WELLS FARGO BANK, N.A., Servicer DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2006 Soundview Home Loan Trust 2006-WF1 Asset-Backed Certificates, Series...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
XXXXX
FARGO BANK, N.A.,
Servicer
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of October 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-WF1
Table
of Contents
|
ARTICLE
I
|
DEFINITIONS
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Accounting.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
by Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07
|
Issuance
of Certificates.
|
|
SECTION
2.08
|
[Reserved].
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
REMIC 3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
|
ARTICLE
III
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers;
Subcontractors.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and the Trustee
or
Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports;
Collection Account Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
[Reserved].
|
|
SECTION
3.23
|
Access
to Certain Documentation.
|
|
SECTION
3.24
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.25
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.26
|
Obligations
of the Servicer in Respect of Monthly Payments.
|
|
SECTION
3.27
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.28
|
Advance
Facility
|
|
SECTION
3.29
|
PMI
Policies; Claims Under the PMI Policies.
|
|
SECTION
3.30
|
Solicitations.
|
|
ARTICLE
IV
|
FLOW
OF FUNDS
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
[Reserved].
|
|
SECTION
4.03
|
Statements.
|
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
|
SECTION
4.05
|
Commission
Reporting.
|
|
SECTION
4.06
|
[Reserved].
|
|
SECTION
4.07
|
[Reserved].
|
|
SECTION
4.08
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.09
|
Allocation
of Realized Losses.
|
|
SECTION
4.10
|
Swap
Account.
|
|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
ARTICLE
V
|
THE
CERTIFICATES
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Appointment
of Paying Agent.
|
|
ARTICLE
VI
|
THE
SERVICER aND THE DEPOSITOR
|
|
SECTION
6.01
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of the Servicer
or
the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer; Assignment of
Servicing.
|
|
SECTION
6.05
|
Successor
Servicer.
|
|
SECTION
6.06
|
Delegation
of Duties.
|
|
SECTION
6.07
|
[Reserved].
|
|
SECTION
6.08
|
Inspection.
|
|
SECTION
6.09
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.10
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.11
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
|
DEFAULT
|
|
SECTION
7.01
|
Servicer
Events of Termination.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor Servicer.
|
|
SECTION
7.03
|
[Reserved].
|
|
SECTION
7.04
|
Waiver
of Defaults.
|
|
SECTION
7.05
|
Notification
to Certificateholders.
|
|
SECTION
7.06
|
Survivability
of Servicer Liabilities.
|
|
ARTICLE
VIII
|
THE
TRUSTEE
|
|
SECTION
8.01
|
Duties
of Trustee.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
|
SECTION
8.05
|
Trustee
Compensation and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Limitation
of Liability.
|
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13
|
Suits
for Enforcement.
|
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
|
ARTICLE
IX
|
REMIC
ADMINISTRATION
|
|
SECTION
9.01
|
REMIC
Administration.
|
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X
|
TERMINATION
|
|
SECTION
10.01
|
Termination.
|
|
SECTION
10.02
|
Additional
Termination Requirements.
|
|
ARTICLE
XI
|
MISCELLANEOUS
PROVISIONS
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Article
and Section References.
|
|
SECTION
11.08
|
Notice
to the Rating Agencies.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Benefits
of Agreement.
|
|
SECTION
11.11
|
Acts
of Certificateholders.
|
|
SECTION
11.12
|
Intention
of the Parties and
Interpretation.
|
| Exhibits: | |
|
Exhibit
A-1
|
Form
of Class A-1A Certificates
|
|
Exhibit
A-2
|
Form
of Class A-1F Certificates
|
|
Exhibit
A-3
|
Form
of Class A-2 Certificates
|
|
Exhibit
A-4
|
Form
of Class A-3 Certificates
|
|
Exhibit
A-5
|
Form
of Class A-4 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-15
|
Form
of Class M-10 Certificates
|
|
Exhibit
A-16
|
Form
of Class C Certificates
|
|
Exhibit
A-17
|
Form
of Class P Certificates
|
|
Exhibit
A-18
|
Form
of Class R Certificates
|
|
Exhibit
A-19
|
Form
of Class R-X Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C
|
Form
of Assignment Agreement
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
[Reserved]
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
|
Exhibit
J
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
|
Exhibit
N-1
|
Form
of Certification to be Provided by the Depositor with Form
10-K
|
|
Exhibit
N-2
|
Form
of Certification to be Provided to the Depositor by the
Trustee
|
|
Exhibit
N-3
|
Form
of Certification to be Provided to the Depositor by the
Servicer
|
|
Exhibit
O
|
[Reserved]
|
|
Exhibit
P
|
[Reserved]
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
R-1
|
Form
of Watchlist Report
|
|
Exhibit
R-2
|
Form
of Loss Severity Report
|
|
Exhibit
R-3
|
Form
of Mortgage Insurance Claims Report
|
|
Exhibit
R-4
|
Form
of Prepayment Premiums Report
|
|
Exhibit
R-5
|
Form
of Analytics Report
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
U
|
Form
of Certification to be Provided by the Credit Risk
Manager
|
|
Exhibit
V
|
Form
of Class A-1A Basis Risk Cap Agreement
|
|
Exhibit
W
|
Form
of Class A-4 Basis Risk Cap Agreement
|
|
Exhibit
X
|
Form
of Class M-9 Basis Risk Cap Agreement
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
|
Schedule
II
|
Schedule
of PMI Mortgage Loans
|
This
Pooling and Servicing Agreement is dated as of October 1, 2006 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), XXXXX FARGO BANK, N.A., as servicer (the “Servicer”) and DEUTSCHE
BANK NATIONAL TRUST COMPANY, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of nineteen classes
of
certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
A-1F
Certificates, (iii) the Class A-2 Certificates, (iv) the Class A-3 Certificates,
(v) the Class A-4 Certificates, (vi) the Class M-1 Certificates, (vii) the
Class
M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4
Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates,
(xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv)
the
Class M-9 Certificates, (xv) the Class M-10 Certificates, (xvi) the Class
C
Certificates, (xvii) the Class P Certificates, (xviii) the Class R Certificates
and (xix) the Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
the
Basis Risk Cap Agreements, any Servicer Prepayment Charge Payment Amounts,
the
Swap Account, the Supplemental Interest Trust and the Interest Rate Swap
Agreement) as a REMIC for federal income tax purposes, and such segregated
pool
of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall
represent the sole class of “residual interests” in REMIC 1 for purposes of the
REMIC Provisions (as defined herein). The following table irrevocably sets
forth
the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC
1
Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
I
|
Variable
(2)
|
$
|
641,130,703.28
|
October
25, 2036
|
||||
|
I-1-A
|
Variable
(2)
|
$
|
1,642,977.50
|
October
25, 2036
|
||||
|
I-1-B
|
Variable
(2)
|
$
|
1,642,977.50
|
October
25, 2036
|
||||
|
I-2-A
|
Variable
(2)
|
$
|
5,015,067.50
|
October
25, 2036
|
||||
|
I-2-B
|
Variable
(2)
|
$
|
5,015,067.50
|
October
25, 2036
|
||||
|
I-3-A
|
Variable
(2)
|
$
|
4,829,021.25
|
October
25, 2036
|
||||
|
I-3-B
|
Variable
(2)
|
$
|
4,829,021.25
|
October
25, 2036
|
||||
|
I-4-A
|
Variable
(2)
|
$
|
4,649,952.50
|
October
25, 2036
|
||||
|
I-4-B
|
Variable
(2)
|
$
|
4,649,952.50
|
October
25, 2036
|
||||
|
I-5-A
|
Variable
(2)
|
$
|
4,477,567.50
|
October
25, 2036
|
||||
|
I-5-B
|
Variable
(2)
|
$
|
4,477,567.50
|
October
25, 2036
|
||||
|
I-6-A
|
Variable
(2)
|
$
|
293,267.50
|
October
25, 2036
|
||||
|
I-6-B
|
Variable
(2)
|
$
|
293,267.50
|
October
25, 2036
|
||||
|
I-7-A
|
Variable
(2)
|
$
|
734,497.50
|
October
25, 2036
|
||||
|
I-7-B
|
Variable
(2)
|
$
|
734,497.50
|
October
25, 2036
|
||||
|
I-8-A
|
Variable
(2)
|
$
|
43,980.00
|
October
25, 2036
|
||||
|
I-8-B
|
Variable
(2)
|
$
|
43,980.00
|
October
25, 2036
|
||||
|
I-9-A
|
Variable
(2)
|
$
|
42,351.25
|
October
25, 2036
|
||||
|
I-9-B
|
Variable
(2)
|
$
|
42,351.25
|
October
25, 2036
|
||||
|
I-10-A
|
Variable
(2)
|
$
|
40,785.00
|
October
25, 2036
|
||||
|
I-10-B
|
Variable
(2)
|
$
|
40,785.00
|
October
25, 2036
|
||||
|
I-11-A
|
Variable
(2)
|
$
|
39,275.00
|
October
25, 2036
|
||||
|
I-11-B
|
Variable
(2)
|
$
|
39,275.00
|
October
25, 2036
|
||||
|
I-12-A
|
Variable
(2)
|
$
|
37,822.50
|
October
25, 2036
|
||||
|
I-12-B
|
Variable
(2)
|
$
|
37,822.50
|
October
25, 2036
|
||||
|
I-13-A
|
Variable
(2)
|
$
|
36,423.75
|
October
25, 2036
|
||||
|
I-13-B
|
Variable
(2)
|
$
|
36,423.75
|
October
25, 2036
|
||||
|
I-14-A
|
Variable
(2)
|
$
|
379,892.50
|
October
25, 2036
|
||||
|
I-14-B
|
Variable
(2)
|
$
|
379,892.50
|
October
25, 2036
|
||||
|
I-15-A
|
Variable
(2)
|
$
|
2,244,925.00
|
October
25, 2036
|
||||
|
I-15-B
|
Variable
(2)
|
$
|
2,244,925.00
|
October
25, 2036
|
||||
|
I-16-A
|
Variable
(2)
|
$
|
2,161,986.25
|
October
25, 2036
|
||||
|
I-16-B
|
Variable
(2)
|
$
|
2,161,986.25
|
October
25, 2036
|
||||
|
I-17-A
|
Variable
(2)
|
$
|
2,082,132.50
|
October
25, 2036
|
||||
|
I-17-B
|
Variable
(2)
|
$
|
2,082,132.50
|
October
25, 2036
|
||||
|
I-18-A
|
Variable
(2)
|
$
|
2,005,247.50
|
October
25, 2036
|
||||
|
I-18-B
|
Variable
(2)
|
$
|
2,005,247.50
|
October
25, 2036
|
||||
|
I-19-A
|
Variable
(2)
|
$
|
1,931,220.00
|
October
25, 2036
|
||||
|
I-19-B
|
Variable
(2)
|
$
|
1,931,220.00
|
October
25, 2036
|
||||
|
I-20-A
|
Variable
(2)
|
$
|
1,859,942.50
|
October
25, 2036
|
||||
|
I-20-B
|
Variable
(2)
|
$
|
1,859,942.50
|
October
25, 2036
|
||||
|
I-21-A
|
Variable
(2)
|
$
|
1,791,313.75
|
October
25, 2036
|
||||
|
I-21-B
|
Variable
(2)
|
$
|
1,791,313.75
|
October
25, 2036
|
||||
|
I-22-A
|
Variable
(2)
|
$
|
1,725,228.75
|
October
25, 2036
|
||||
|
I-22-B
|
Variable
(2)
|
$
|
1,725,228.75
|
October
25, 2036
|
||||
|
I-23-A
|
Variable
(2)
|
$
|
1,661,600.00
|
October
25, 2036
|
||||
|
I-23-B
|
Variable
(2)
|
$
|
1,661,600.00
|
October
25, 2036
|
||||
|
I-24-A
|
Variable
(2)
|
$
|
1,600,333.75
|
October
25, 2036
|
||||
|
I-24-B
|
Variable
(2)
|
$
|
1,600,333.75
|
October
25, 2036
|
||||
|
I-25-A
|
Variable
(2)
|
$
|
1,541,361.25
|
October
25, 2036
|
||||
|
I-25-B
|
Variable
(2)
|
$
|
1,541,361.25
|
October
25, 2036
|
||||
|
I-26-A
|
Variable
(2)
|
$
|
1,484,588.75
|
October
25, 2036
|
||||
|
I-26-B
|
Variable
(2)
|
$
|
1,484,588.75
|
October
25, 2036
|
||||
|
I-27-A
|
Variable
(2)
|
$
|
1,434,835.00
|
October
25, 2036
|
||||
|
I-27-B
|
Variable
(2)
|
$
|
1,434,835.00
|
October
25, 2036
|
||||
|
I-28-A
|
Variable
(2)
|
$
|
1,382,177.50
|
October
25, 2036
|
||||
|
I-28-B
|
Variable
(2)
|
$
|
1,382,177.50
|
October
25, 2036
|
||||
|
I-29-A
|
Variable
(2)
|
$
|
1,331,188.75
|
October
25, 2036
|
||||
|
I-29-B
|
Variable
(2)
|
$
|
1,331,188.75
|
October
25, 2036
|
||||
|
I-30-A
|
Variable
(2)
|
$
|
1,282,010.00
|
October
25, 2036
|
||||
|
I-30-B
|
Variable
(2)
|
$
|
1,282,010.00
|
October
25, 2036
|
||||
|
I-31-A
|
Variable
(2)
|
$
|
1,272,151.25
|
October
25, 2036
|
||||
|
I-31-B
|
Variable
(2)
|
$
|
1,272,151.25
|
October
25, 2036
|
||||
|
I-32-A
|
Variable
(2)
|
$
|
1,262,255.00
|
October
25, 2036
|
||||
|
I-32-B
|
Variable
(2)
|
$
|
1,262,255.00
|
October
25, 2036
|
||||
|
I-33-A
|
Variable
(2)
|
$
|
1,215,642.50
|
October
25, 2036
|
||||
|
I-33-B
|
Variable
(2)
|
$
|
1,215,642.50
|
October
25, 2036
|
||||
|
I-34-A
|
Variable
(2)
|
$
|
29,669,978.75
|
October
25, 2036
|
||||
|
I-34-B
|
Variable
(2)
|
$
|
29,669,978.75
|
October
25, 2036
|
||||
|
P
|
Variable
(2)
|
$
|
100.00
|
October
25, 2036
|
||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall evidence the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
LTAA
|
Variable(2)
|
$
|
395,692,984.61
|
October
25, 2036
|
|
LTA1A
|
Variable(2)
|
$
|
589,470.00
|
October
25, 2036
|
|
LTA1F
|
Variable(2)
|
$
|
875,000.00
|
October
25, 2036
|
|
LTA2
|
Variable(2)
|
$
|
596,640.00
|
October
25, 2036
|
|
LTA3
|
Variable(2)
|
$
|
601,430.00
|
October
25, 2036
|
|
LTA4
|
Variable(2)
|
$
|
809,825.00
|
October
25, 2036
|
|
LTM1
|
Variable(2)
|
$
|
141,315.00
|
October
25, 2036
|
|
LTM2
|
Variable(2)
|
$
|
94,885.00
|
October
25, 2036
|
|
LTM3
|
Variable(2)
|
$
|
46,435.00
|
October
25, 2036
|
|
LTM4
|
Variable(2)
|
$
|
42,395.00
|
October
25, 2036
|
|
LTM5
|
Variable(2)
|
$
|
40,375.00
|
October
25, 2036
|
|
LTM6
|
Variable(2)
|
$
|
34,320.00
|
October
25, 2036
|
|
LTM7
|
Variable(2)
|
$
|
30,280.00
|
October
25, 2036
|
|
LTM8
|
Variable(2)
|
$
|
22,205.00
|
October
25, 2036
|
|
LTM9
|
Variable(2)
|
$
|
22,205.00
|
October
25, 2036
|
|
LTM10
|
Variable(2)
|
$
|
24,225.00
|
October
25, 2036
|
|
LTZZ
|
Variable(2)
|
$
|
4,104,362.03
|
October
25, 2036
|
|
LTP
|
Variable(2)
|
$
|
100.00
|
October
25, 2036
|
|
LTIO
|
Variable(2)
|
$
|
(3)
|
October
25, 2036
|
|
LTSC
|
Variable(2)
|
$
|
16,640.60
|
October
25, 2036
|
|
LTNSC
|
Variable(2)
|
$
|
64,113.07
|
October
25, 2036
|
|
LTXX
|
Variable(2)
|
$
|
403,687,597.97
|
October
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(3) REMIC
2
Regular Interest LTIO will not have an Uncertificated Principal Balance,
but
will accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through
Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
|
Class
A-1A
|
$
|
117,894,000.00
|
Variable(2)
|
October
25, 2036
|
|
Class
A-1F
|
$
|
175,000,000.00
|
5.9980%
per annum(2)(3)
|
October
25, 2036
|
|
Class
A-2
|
$
|
119,328,000.00
|
5.6450%
per annum(2)(3)
|
October
25, 2036
|
|
Class
A-3
|
$
|
120,286,000.00
|
5.6550%
per annum(2)(3)
|
October
25, 2036
|
|
Class
A-4
|
$
|
161,965,000.00
|
Variable(2)
|
October
25, 2036
|
|
Class
M-1
|
$
|
28,263,000.00
|
6.0260%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-2
|
$
|
18,977,000.00
|
6.1280%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-3
|
$
|
9,287,000.00
|
6.1780%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-4
|
$
|
8,479,000.00
|
6.2750%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-5
|
$
|
8,075,000.00
|
6.3250%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-6
|
$
|
6,864,000.00
|
6.4750%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-7
|
$
|
6,056,000.00
|
6.8230%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-8
|
$
|
4,441,000.00
|
7.0700%
per annum(2)(3)
|
October
25, 2036
|
|
Class
M-9
|
$
|
4,441,000.00
|
Variable(2)
|
October
25, 2036
|
|
Class
M-10
|
$
|
4,845,000.00
|
7.4000%
per annum(2)(3)
|
October
25, 2036
|
|
Class
C Interest
|
$
|
13,335,703.28
|
Variable(4)
|
October
25, 2036
|
|
Class
P Interest
|
$
|
100.00
|
N/A(5)
|
October
25, 2036
|
|
Class
IO Interest
|
$
|
(6)
|
(7)
|
October
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) Subject
to increase and limitation as set forth in the definition of “Pass-Through Rate”
herein.
(4) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(5) The
Class
P Interest will not accrue interest.
(6) For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 2 Regular Interest LTIO.
(7) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 2
Regular
Interest LTIO.
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate
,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 4 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
C Certificates
|
$
13,335,703.28
|
Variable(2)
|
October
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 5 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
P
|
$100.00
|
Variable(2)
|
October
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through
Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated REMIC 6 Regular Interest, which will be
uncertificated.
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
SWAP
IO
|
N/A
|
Variable(2)
|
October
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
6
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless
otherwise specified, all calculations in respect of interest on the Floating
Rate Certificates shall be made on the basis of the actual number of days
elapsed and a 360-day year and all calculations in respect of interest on
the
Fixed Rate Certificates, the Class
C
Certificates and all other calculations of interest described herein shall
be
made on the basis of a 360-day year consisting of twelve 30-day months. The
Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue
interest.
“Account”:
Any of the Collection Account, Distribution Account or Swap
Account.
“Accrual
Period”: With respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the
case
of the first such Accrual Period, commencing on the Closing Date) and ending
on
the day preceding such Distribution Date. With respect to the Fixed Rate
Certificates and the Class C Certificates and each Distribution Date, the
calendar month prior to the month of such Distribution Date.
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in
respect
thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or
the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate, (ii) the Credit Risk Manager
Fee
Rate and (iii) the PMI Insurer Fee Rate, if applicable.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest
equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate (ii) the Credit Risk Manager
Fee
Rate and (iii) the PMI Insurer Fee Rate, if applicable.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the
related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to
each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer
in
respect of any Distribution Date pursuant to Section 4.04.
“Advance
Facility”: As defined in Section 3.28 hereof.
“Advance
Facility Notice”: As defined in Section 3.28 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount
equal
to the increase in the related Certificate Principal Balance due to the receipt
of Subsequent Recoveries.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assignment
Agreement”: The Assignment and Recognition Agreement, dated the Closing Date,
among the Seller, the Originator and the Depositor, pursuant to which certain
of
the Seller’s rights under the Master Agreement were assigned to the Depositor,
substantially in the form attached hereto as Exhibit C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“Attestation
Report”: As defined in Section 3.21.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received
on the
Mortgage Loans on or prior to the related Determination Date, (b) Net
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent
Recoveries, proceeds from repurchases of and substitutions for such Mortgage
Loans and other unscheduled recoveries of principal and interest in respect
of
the Mortgage Loans received during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the Servicer in respect of related Prepayment Interest Shortfalls
for
such Distribution Date, (e) the aggregate of any Advances made by the Servicer
for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans
for
such Distribution Date pursuant to Section 7.02, (g) the amount of any
Prepayment Charges collected by the Servicer in connection with the full
or
partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount and (h) all income and gain realized from the investment
of funds deposited in the Distribution Account during the Float Period, over
(ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant
to
Section 3.11(a), amounts reimburseable or payable to the Credit Risk Managaer
and the PMI Provider, amounts reimburseable to the Trustee pursuant to Section
3.11(b) or the Swap Provider (including any Net Swap Payment and Swap
Termination Payment owed to the Swap Provider, but excluding any Swap
Termination Payment owed to the Swap Provider resulting from a Swap Provider
Trigger Event) (d) amounts deposited in the Collection Account or the
Distribution Account pursuant to clauses (a) through (h) above, as the case
may
be, in error, (e) the amount of any Prepayment Charges collected by the Servicer
in connection with the full or partial prepayment of any of the Mortgage
Loans
and any Servicer Prepayment Charge Payment Amount, (f) any indemnification
payments or expense reimbursements made by the Trust Fund pursuant to Section
6.03 or Section 8.05 and (g) any Net Swap Payment or Swap Termination Payment
owed to the Swap Provider (other than any Swap Termination Payment owed to
the
Swap Provider resulting from a Swap Provider Trigger Event).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date
over
(ii) the Overcollateralization Release Amount, if any, for such Distribution
Date.
“Basis
Risk Cap Agreements”: The Class A-1A Basis Risk Cap Agreement, Class A-4 Basis
Risk Cap Agreement and Class M-9 Basis Risk Cap Agreement.
“Basis
Risk Cap Provider”: Bear Xxxxxxx Financial Products Inc..
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the
books
of the Depository or on the books of a Person maintaining an account with
the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Floating Rate
Certificates and the Fixed Rate Certificates shall be Book-Entry
Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New York, the
State
of Texas, the State of California or in the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or executive
order to be closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S.
Person
shall not be a Holder of a Residual Certificate for any purpose hereof and,
solely for the purposes of giving any consent pursuant to this Agreement,
any
Certificate registered in the name of the Depositor or the Servicer or any
Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
to
which it is entitled shall not be taken into account in determining whether
the
requisite percentage of Voting Rights necessary to effect any such consent
has
been obtained, except as otherwise provided in Section 11.01. The Trustee
may
conclusively rely upon a certificate of the Depositor or the Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to “Holders” or “Certificateholders” shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through
the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize
as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
registered in the Certificate Register.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount,
the
specified REMIC 2 Regular Interest, as follows:
|
Class
|
REMIC
2 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1A
|
LTA1A
|
0.1000%
|
0.2000%
|
|
A-4
|
LTA4
|
0.2800%
|
0.5600%
|
|
M-9
|
LTM9
|
2.3000%
|
3.4500%
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates,
the Fixed Rate Certificates and the Class P Certificates then
outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 4.05(b)(iii).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificate”: Any one of the Class A-1A Certificates, the Class A-1F
Certificates, the Class A-2 Certificates, the Class A-3 Certificates or the
Class A-4 Certificates.
“Class
A-1A Basis Risk Cap Agreement”: The Class A-1A Basis Risk Cap Agreement between
the Trustee on behalf of the Trust and the Basis Risk Cap Provider, a form
of
which is attached hereto as Exhibit V.
“Class
A-1 Certificates”: The Class A-1A Certificates and Class A-1F Certificates.
“Class
A-1A Certificate”: Any one of the Class A-1A Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1, representing (i)
a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-1F Certificate”: Any one of the Class A-1F Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i)
a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2 Certificate”: Any one of the Class A-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-3, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-3 Certificate”: Any one of the Class A-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-4, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-4 Basis Risk Cap Agreement”: The Class A-4 Basis Risk Cap Agreement between
the Trustee on behalf of the Trust and the Basis Risk Cap Provider, a form
of
which is attached hereto as Exhibit W.
“Class
A-4 Certificate”: Any one of the Class A-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-5, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
C
Certificates”: Any one of the Class C Certificates executed, authenticated and
delivered by the Trustee, substantially in the form annexed hereto as Exhibit
A-15, representing (i) a Regular Interest in REMIC 4, (ii) the obligation
to pay
Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the
right
to receive the Class IO Distribution Amount.
“Class
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.10 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall
equal
the amount payable to the Trustee on such Distribution Date in excess of
the
amount payable on the Class IO Interest on such Distribution Date, all as
further provided in Section 4.10 hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date) and (ii) the Certificate Principal Balance of
the
Class M-1 Certificates immediately prior to such Distribution Date over (y)
the
lesser of (A) the product of (i) 79.00% and (ii) the Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 83.70%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 86.00% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 88.10% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 90.10% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the distribution of the
Class
M-1 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking
into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.80% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 93.30% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 94.40% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-9 Basis Risk Cap Agreement”: The Class M-9 Basis Risk Cap Agreement between
the Trustee on behalf of the Trust and the Basis Risk Cap Provider, a form
of
which is attached hereto as Exhibit X.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 95.50% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15, representing (i)
a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the
Class
M-1 Certificates (after taking into account the distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 96.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
P
Certificates”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-16, representing a Regular Interest in REMIC
5.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-17 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-18 and evidencing the ownership of the Class
R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: October 30, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be titled “Xxxxx Fargo Bank, N.A., as
Servicer for Deutsche Bank National Trust Company as Trustee, in trust for
the
registered Holders of Soundview Home Loan Trust 2006-WF1, Asset-Backed
Certificates, Series 2006-WF1,” which must be an Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: With respect to the Servicer and any Principal Prepayment, the amount
in respect of Prepayment Interest Shortfalls required to be paid by the Servicer
pursuant to Section 3.25 from its own funds without right of reimbursement.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee, at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor, the Servicer and
the
Originator.
“Corresponding
Certificate”: With respect to REMIC I Regular Interest I, each Regular
Certificate (other than the Class A-4 Certificate and the Class M-9
Certificate). With respect to each REMIC 2 Regular Interest set forth below,
the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTA1A
|
Class
A-1A
|
|
LTA1F
|
Class
A-1F
|
|
LTA2
|
Class
A-2
|
|
LTA3
|
Class
A-3
|
|
LTA4
|
Class
A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTP
|
Class
P
|
With
respect to REMIC 2 Regular Interest LTSC, the Class A-4 Certificate and the
Class M-9 Certificate. With respect to REMIC 2 Regular Interest LTNSC, each
Regular Certificate (other than the Class A-4 Certificate and the Class M-9
Certificate).
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the aggregate Certificate Principal
Balance of the Mezzanine Certificates and the Class C Certificates, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans, calculated prior to taking into account payments of principal on the
Mortgage Loans and distribution of the Principal Distribution Amount to the
Holders of the Certificates then entitled to distributions of principal on
such
Distribution Date.
“Credit
Risk Management Agreement”: The agreement between the Credit Risk Manager and
the Servicer regarding the loss mitigation and advisory services to be provided
by the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado corporation,
formerly known as The Murrayhill Company, and its successors and assigns.
“Credit
Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it in the
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the Credit Risk Management Agreement and any other agreement
pursuant to which the Credit Risk Manager is to perform any duties with respect
to the Mortgage Loans, which amount shall equal one twelfth of the product
of
(i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and
any
related REO Properties as of the first day of the related Due
Period.
“Credit
Risk Manager Fee Rate”: 0.0125% per annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount
of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
Deutsche Bank National Trust Company, as custodian of the Mortgage Files,
or any
successor thereto with respect to all of the Mortgage Loans.
“Cut-off
Date”: October 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Principal Balance of Mortgage Loans Delinquent 60 days or more
(including Mortgage Loans that are REO Properties, in foreclosure or in
bankruptcy and that are also Delinquent 60 days or more) by (y) the aggregate
Principal Balance of the Mortgage Loans, in each case, as of the last day
of the
previous calendar month, except in the case of liquidated Mortgage Loans,
which
shall be as of the last day of the related Prepayment Period.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made
by the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property
solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state
or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any
state
or political subdivision thereof, if all of its activities are subject to
tax
and a majority of its board of directors is not selected by a governmental
unit.
The term “United States”, “state” and “international organizations” shall have
the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be titled “Distribution Account,
Deutsche Bank National Trust Company as Trustee, in trust for the registered
Certificateholders of Soundview Home Loan Trust 2006-WF1, Asset-Backed
Certificates, Series 2006-WF1” and which must be an Eligible
Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in November 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which
the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan
was due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which
such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1+ by S&P,
F-1 by Fitch and P-1 by Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured
by
the FDIC up to the insured amount, (iii) a trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution, national banking association or trust company acting in its
fiduciary capacity or (iv) an account otherwise acceptable to each Rating
Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to
be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
the Fixed Rate Certificates and any Distribution Date, the excess, if any,
of
the sum of (i) the Overcollateralized Amount for such Distribution Date,
assuming that 100% of the Principal Remittance Amount is applied as a principal
payment on such Distribution Date and (ii) any amounts received under the
Interest Rate Swap Agreement for such purpose over (iii) the
Overcollateralization Target Amount for such Distribution Date.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount distributable on
the
Class C Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution
Date.
“Xxxxxx
Mae”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the
Originator, the Seller or the Servicer pursuant to or as contemplated by
Section
2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed
Rate Certificates”: The Class X-0X, Xxxxx X-0, Xxxxx X-0, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-10
Certificates.
“Fixed-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides for a fixed Mortgage
Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified
as such on the Mortgage Loan Schedule.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Float
Period”: With
respect to any Distribution Date and amounts in the Distribution
Account, the period commencing on the Servicer Remittance Date and ending
on the Business Day immediately preceding such Distribution Date.
“Floating
Rate Certificates”: The Class A-1A, Class A-4 and Class M-9
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined
in
the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator
of which is the actual number of days elapsed from and including the previous
Floating Rate Payer Payment Date (as defined in the Interest Rate Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or,
for the
first Floating Rate Payer Payment Date, the actual number of days elapsed
from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.05(b)(ii).
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and
(b) the
Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“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.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero,
with
the highest priority for payments pursuant to Section 4.01, in the following
order of decreasing priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor or the Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor or the Servicer or any Affiliate
thereof, and (c) is not connected with the Depositor or the Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor or the Servicer
or any Affiliate thereof merely because such Person is the beneficial owner
of
1% or less of any class of securities issued by the Depositor or the Servicer
or
any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a
real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided
that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel for the benefit of the Trustee to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, including the PMI Policy, to the extent such proceeds
are received by the Servicer and are not to be applied to the restoration
of the
related Mortgaged Property or released to the Mortgagor in accordance with
the
procedures that the Servicer would follow in servicing mortgage loans held
for
its own account, subject to the terms and conditions of the related Mortgage
Note and Mortgage.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement
of such
Accrual Period.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated the Closing Date (together with the schedule thereto, the Master
Agreement) between the Swap Provider and the Supplemental Interest Trust
Trustee.
“Interest
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Funds for such Distribution Date attributable to interest received
or
advanced with respect to the Mortgage Loans and all income and gain realized
from the investment of funds deposited in the Distribution Account during
the
Float Period.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received by the
Servicer subsequent to the Determination Date immediately following any related
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent
on a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trustee on
the
related Interest Determination Date on the basis of the London interbank
offered
rate for one-month United States dollar deposits, as such rate appears on
the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate
for such Interest Determination Date will be determined on the basis of the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
The Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. On such Interest Determination
Date,
LIBOR for the related Accrual Period will be established by the Trustee as
follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust
Fund by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.24 or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.24 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as
a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Originator certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the form
of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than
REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTIO, REMIC 2 Regular Interest
LTP, REMIC 2 Regular Interest LTSC, REMIC 2 Regular Interest LTNSC and REMIC
2
Regular Interest LTXX), with the rate on each such REMIC 2 Regular Interest
(other than REMIC 2 Regular Interest LTZZ) subject to a cap equal to the
Pass-Through Rate for the Corresponding Certificate for the purpose of this
calculation; and with the rate on REMIC 2 Regular Interest LTZZ subject to
a cap
of zero for the purpose of this calculation; provided, however, that solely
for
this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
and
the related caps with respect to REMIC 2 Regular Interest LTA1A, REMIC 2
Regular
Interest LTA4 and REMIC 2 Regular Interest LTM9 shall be multiplied by a
fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 30.
“Master
Agreement”: The Seller's Warranties and Servicing Agreement, dated September 1,
2006, among Xxxxx Fargo Bank, N.A. and the Seller.
“Master
Consulting Agreement”: The master consulting agreement dated as of April 18,
2005, by and between Greenwich Capital Markets, Inc. and the Credit Risk
Manager.
“Maximum
Cap Rate”: For any Distribution Date with
respect to the Floating Rate Certificates, a per annum rate equal to the
product
of (i) (x) the weighted average of the Adjusted Net Maximum Mortgage Rates
of
the Mortgage Loans as of the first day of the calendar month preceding the
month
preceding the month of such Distribution Date, plus (y) an amount, expressed
as
a percentage equal to a fraction, the numerator of which is equal to any
Net
Swap Payment and any Swap Termination Payment made by the Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal Balance of
the
Mortgage Loans, multiplied by 12 minus (z) the Swap Expense Fee Rate and
(ii) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period.
“Maximum
Mortgage Rate”: With respect to each Mortgage Loan, the percentage set forth in
the related Mortgage Note as the maximum Mortgage Rate thereunder.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTA1A, REMIC 2 Regular Interest
LTA1F, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC
2
Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC
2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and REMIC
2
Regular Interest LTM10 with the rate on each such REMIC 2 Regular Interest
subject to a cap equal to the Pass-Through Rate for the related Corresponding
Certificate for the purpose of this calculation; provided, however, that
for
this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
and
the related caps with respect to each REMIC 2 Regular Interest LTA1A, REMIC
2
Regular Interest LTA4 and REMIC 2 Regular Interest LTM9 shall be multiplied
by a
fraction, the numerator of which is the actual number of days elapsed in
the
related Accrual Period and the denominator of which is 30.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate
or Class M-10 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate
thereunder.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of
such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to the Floating Rate Certificates,
the Fixed Rate Certificates and the Class C Certificates and any Distribution
Date, the amount of interest accrued during the related Accrual Period at
the
related Pass-Through Rate on the Certificate Principal Balance (or Notional
Amount in the case of the Class C Certificates) of such Class immediately
prior
to such Distribution Date, in each case, reduced by any Net Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls (allocated to such Certificate
based on its respective entitlements to interest irrespective of any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan, (ii) any modifications to a Mortgage
Loan
pursuant to Section 3.07 and (iii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act; (b) without
giving effect to any extension granted or agreed to by the Servicer pursuant
to
clause (ii) of Section 3.07; and (c) on the assumption that all other amounts,
if any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Mortgage Loans, attached hereto
as
Exhibit D. The Mortgage Loan Schedule shall be prepared by the Seller and
shall
set forth the following information with respect to each Mortgage Loan, as
applicable:
| (1) |
the
Mortgage Loan identifying number;
|
| (2) |
[reserved];
|
| (3) |
the
state and zip code of the Mortgaged
Property;
|
| (4) |
a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
|
| (5) |
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| (6) |
the
original months to maturity;
|
| (7) |
the
stated remaining months to maturity from the Cut-off Date based
on the
original amortization schedule;
|
| (8) |
the
Loan-to-Value Ratio at origination;
|
| (9) |
the
Mortgage Rate in effect immediately following the Cut-off
Date;
|
| (10) |
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| (11) |
the
stated maturity date;
|
| (12) |
the
amount of the Monthly Payment at
origination;
|
| (13) |
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
|
| (14) |
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| (15) |
the
original principal amount of the Mortgage
Loan;
|
| (16) |
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
| (17) |
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
| (18) |
the
Mortgage Rate at origination;
|
| (19) |
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
| (20) |
the
risk grade;
|
| (21) |
the
Value of the Mortgaged Property;
|
| (22) |
the
sale price of the Mortgaged Property, if
applicable;
|
| (23) |
the
actual unpaid principal balance of the Mortgage Loan as of the
Cut-off
Date;
|
| (24) |
the
type and term of the related Prepayment
Charge;
|
| (25) |
with
respect to any Adjustable-Rate Mortgage Loan, the rounding code,
the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
the
next Adjustment Date and the Periodic Rate
Cap;
|
| (26) |
the
program code;
|
| (27) |
the
lien priority; and
|
| (28) |
the
MIN, if applicable.
|
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans as of the Cut-off Date: (1) the number of Mortgage Loans;
(2)
the current Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
term
to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from time to time by the Servicer in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off
Date
shall refer to the Cut-off Date for such Mortgage Loan, determined in accordance
with the definition of Cut-off Date herein. On the Closing Date, the Depositor
will deliver to the Servicer, as of the Cut-off Date, an electronic copy
of the
Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“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, including any REO
Property, consisting of a fee simple estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees or ancillary
income received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the Monthly Interest Distributable Amounts
for the
Floating Rate Certificates and the Fixed Rate Certificates, (B) the Unpaid
Interest Shortfall Amounts for the Class A Certificates and (C) the Principal
Remittance Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over
the
related Compensating Interest.
“Net
Swap
Payment”: In the case of payments made by the Trust, the escess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case
of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Rate”: With respect to the Class A-1A Certificates and Fixed Rate Certificates
and any Distribution Date, a per annum rate (multiplied by a fraction in
the
case of the Class A-1A Certificates, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related
Accrual
Period) equal to the weighted average of the Adjusted Net Mortgage Rates
of the
Mortgage Loans. For federal income tax purposes, such rate shall be expressed
as
the weighted average of the Uncertificated REMIC 2 Pass-Through Rate (multiplied
by a fraction in the case of the Class A-1A Certificates, the numerator of
which
is 30 and the denominator of which is the actual number of days elapsed in
the
related Accrual Period) on REMIC 2 Regular Interest LTNSC, weighted on the
basis
of the Uncertificated Principal Balance of such REMIC 2 Regular
Interest.
With
respect to the Class A-4 Certificates and Class M-9 Certificates and any
Distribution Date, a per annum rate (multiplied by 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) equal to the weighted average of the Adjusted
Net
Mortgage Rates of the Mortgage Loans minus the Swap Expense Fee Rate. For
federal income tax purposes, such rate shall be expressed as the weighted
average of the Uncertificated REMIC 2 Pass-Through Rate (multiplied by 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) on REMIC 2 Regular
Interest LTSC, weighted on the basis of the Uncertificated Principal Balance
of
such REMIC 2 Regular Interest.
“Net
WAC
Rate Carryover Amount”: With respect to the Floating Rate Certificates and the
Fixed Rate Certificates and any Distribution Date, the sum of (A) the positive
excess of (i) the amount of interest accrued on such Class of Certificates
on
such Distribution Date calculated at the related Pass-Through Rate (without
regard to the related Net WAC Rate) over (ii) the amount of interest accrued
on
such Class of Certificates at the Net WAC Rate for such Distribution Date
and
(B) the Net WAC Rate Carryover Amount for the previous Distribution Date
not
previously paid, together with interest thereon at a rate equal to the related
Pass-Through Rate (without regard to the Net WAC Rate) for the most recently
ended Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 3.27.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the
right
to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer will not be ultimately recoverable from
Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates and the Mezzanine Certificates (other
than the Class M-10 Certificates) offered to the public pursuant to the
Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
or by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Originator, the Seller or the
Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor, the Seller or the Servicer, acceptable
to
the Trustee, except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”:
With
respect to the Floating Rate Certificates, the Fixed Rate Certificates, the
Class C Certificates, the Class C Interest, the Class IO Interest, REMIC
6
Regular Interest SWAP IO, the Class P Certificates and the Class P Interest,
the
corresponding amounts set forth opposite such Class above in the Preliminary
Statement.
“Originator”:
Xxxxx Fargo Bank, N.A., a national banking association, or its successor
in
interest.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: $4,037,684.02.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With
respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
equal to 1.65% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, (ii) on or after the Stepdown Date provided a Trigger Event is not
in
effect, the greater of (A) 3.30% of the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the
Overcollateralization Floor and
(iii) on or after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Fixed Rate
Certificates and Floating Rate Certificates to zero, the Overcollateralization
Target Amount shall be zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
(ii) the aggregate Certificate Principal Balance of the Floating Rate
Certificates, the Fixed Rate Certificates and the Class P Certificates as
of
such Distribution Date after giving effect to distributions to be made on
such
Distribution Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Fixed Rate Certificates and any Distribution Date,
the lesser of (x) the related fixed rate per annum set forth below for such
Distribution Date and (y) the Net WAC Rate for such Distribution
Date.
|
Class
|
Fixed
Rate
|
|
|
(1)
|
(2)
|
|
|
A-1F
|
5.9980%
per annum
|
6.4980%
per annum
|
|
A-2
|
5.6450%
per annum
|
6.1450%
per annum
|
|
A-3
|
5.6550%
per annum
|
6.1550%
per annum
|
|
M-1
|
6.0260%
per annum
|
6.5260%
per annum
|
|
M-2
|
6.1280%
per annum
|
6.6280%
per annum
|
|
M-3
|
6.1780%
per annum
|
6.6780%
per annum
|
|
M-4
|
6.2750%
per annum
|
6.7750%
per annum
|
|
M-5
|
6.3250%
per annum
|
6.8250%
per annum
|
|
M-6
|
6.4750%
per annum
|
6.9750%
per annum
|
|
M-7
|
6.8230%
per annum
|
7.3230%
per annum
|
|
M-8
|
7.0700%
per annum
|
7.5700%
per annum
|
|
M-10
|
7.4000%
per annum
|
7.9000%
per annum
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
With
respect to the Floating
Rate Certificates and any Distribution Date, the lesser of (a) the related
Formula Rate and (b) the Net WAC Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interests XXXX, XXX0X,
XXX0X, XXX0, XXX0, XXX0, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
LTM9,
LTM10
and
LTMZZ.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 2 Regular Interest LTIO.
The
REMIC
6 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an
amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not
accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance
of the
related Class. With respect to a Residual Certificate, the portion of the
Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for
each
such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Trustee or any of their
respective Affiliates or for which an Affiliate of the Trustee serves as
an
advisor:
(1) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(2) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or
trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Moody’s and the highest available rating category of Fitch
and S&P and provided that each such investment has an original maturity of
no more than 365 days; and provided further that, if the only Rating Agency
is
S&P and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such short-
term obligations of a domestic branch of a foreign depository institution
or
trust company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(3) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by
Moody’s and rated A-1+ or higher by S&P, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described
in clause (i) above and must (A) be valued daily at current market prices
plus
accrued interest, (B) pursuant to such valuation, be equal, at all times,
to
105% of the cash transferred by the Trustee in exchange for such collateral
and
(C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
an agent for the Trustee, in such a manner as to accomplish perfection of
a
security interest in the collateral by possession of certificated
securities;
(4) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State
thereof
and that are rated by S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(5) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 30 days after the date of acquisition thereof) that is rated by S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of such
investment;
(6) units
of
money market funds, including those money market funds managed or advised
by the
Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by
Fitch), “Aaa” by Moody’s and “AAAm” or “AAAm-G” by S&P; and
(7) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may
be
acceptable to the Rating Agencies in writing as a permitted investment of
funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“PMI
Insurer”: Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance
corporation, or its successor in interest.
“PMI
Insurer Fee”: The amount payable to the PMI Insurer on each Distribution Date
pursuant to Section 4.01, which amount shall equal one-twelfth of the product
of
(i) the PMI Insurer Fee Rate, multiplied by (ii) the aggregate Stated Principal
Balance of the PMI Mortgage Loans and any related REO Properties as of the
first
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the Due Period relating to the previous Distribution
Date,
to the extent received or advanced) plus any applicable premium taxes on
related
PMI Mortgage Loans located in West Virginia and Kentucky.
“PMI
Insurer Fee Rate”: 1.1795% per annum with respect to any PMI Mortgage
Loans.
“PMI
Mortgage Loans”: The list of Mortgage Loans insured by the PMI Insurer attached
hereto as Schedule II.
“PMI
Policy”: The primary mortgage insurance policy (policy reference number:
04-690-5-3053) with respect to the related PMI Mortgage Loans, including
all
endorsements thereto dated the Closing Date, issued by the PMI Insurer and
the
Terms Letter, dated October 30, 2006, among Mortgage Guaranty Insurance
Corporation, the Servicer and the Trustee.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans as of such date.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment
Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to
each
Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Prepayment Charge; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment during the related
Prepayment Period, an amount equal to one-month’s interest at the applicable Net
Mortgage Rate less any payments made by the Mortgagor on the amount of such
Principal Prepayment for the number of days commencing on the date such
Principal Prepayment is received and ending on the last day of the calendar
month preceding the month in which such Distribution Date occurs.
“Prepayment
Period”: With respect to any Distribution Date, is the calendar month
immediately preceding the month such Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal
Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
Basic Principal Distribution Amount for such Distribution Date and (ii) the
Extra Principal Distribution Amount for such Distribution Date.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, that portion of
Available Funds equal to the sum of (i) each scheduled payment of principal
collected or advanced by the Servicer that were due during the related Due
Period, (ii) the principal portion of all partial and full Principal Prepayments
applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related Net Liquidation Proceeds, Insurance Proceeds
and Subsequent Recoveries received during the related Prepayment Period with
respect to the Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Mortgage Loan, deposited to the
Collection Account during the related Prepayment Period, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period and (vi) on the Distribution
Date
on which the Trust Fund is to be terminated pursuant to Section 10.01, that
portion of the Termination Price, in respect of principal.
“Prospectus
Supplement”: That certain Prospectus Supplement dated October 26, 2006 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
party purchasing the Mortgage Loan to the Trustee, an amount equal to the
sum of
(i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or
such other price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due Date as
to
which interest was last covered by a payment by the Mortgagor or an Advance
by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of
(1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such
REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section
4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.24 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer or the Trustee in respect of the
breach or defect giving rise to the purchase obligation, including any costs
and
damages incurred by the Trust Fund in connection with any violation with
respect
to such loan of any predatory or abusive lending law. With respect to the
Originator and any Mortgage Loan or REO Property to be purchased pursuant
to or
as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
of
an Officers’ Certificate of the Originator to the Trustee, an amount equal to
the amount set forth pursuant to the terms of the Master Agreement.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding Stated
Principal Balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance),
after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than 5%
less
than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan
as
of the Due Date in the calendar month during which the substitution occurs,
(ii)
have a Mortgage Rate not less than (and not more than one percentage point
in
excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than
the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage
Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the
next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term
to
maturity not greater than (and not more than one year less than) that of
the
Deleted Mortgage Loan, (viii) be current as of the date of substitution,
(ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x)
have a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the Originator in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) be a first lien
mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan,
(xiii)
conform to each representation and warranty set forth in Section 3.01 of
the
Mortgage Loan Purchase Agreement or assigned to the Depositor pursuant to
the
Assignment Agreement applicable to the Deleted Mortgage Loan and (xiv) be
covered by the PMI Policy if the Deleted Mortgage Loan was covered by the
PMI
Policy. In the event that one or more mortgage loans are substituted for
one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
be
determined on the basis of aggregate Stated Principal Balance, the Mortgage
Rates described in clause (ii) hereof shall be satisfied for each such mortgage
loan, the risk gradings described in clause (x) hereof shall be satisfied
as to
each such mortgage loan, the terms described in clause (vii) hereof shall
be
determined on the basis of weighted average remaining term to maturity (provided
that no such mortgage loan may have a remaining term to maturity longer than
the
Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix)
hereof
shall be satisfied as to each such mortgage loan and, except to the extent
otherwise provided in this sentence, the representations and warranties
described in clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
to the Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the Master Agreement which must, on the date of
such
substitution conform to the terms set forth in the Master
Agreement.
“Rating
Agency or Rating Agencies”: Xxxxx’x and S&P, or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
the Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to (i) the Floating Rate Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
any of the Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive Certificates shall
be
the last Business Day of the calendar month preceding the month in which
the
related Distribution Date occurs and (ii) the Fixed Rate Certificates, the
Class
P Certificates, the Class C Certificates and the Residual Certificates, the
Close of Business on the last Business Day of the calendar month preceding
the
month in which the related Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originator, the Servicer or any Affiliate thereof and (iii) which have
been
designated as such by the Trustee, after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR rate,
then any leading banks selected by the Trustee after consultation with the
Depositor which are engaged in transactions in United States dollar deposits
in
the international Eurocurrency market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Fixed Rate Certificates, Floating Rate Certificates,
Class C Certificates or Class P Certificates.
“Regulation
AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of
the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate for
such Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary
trust
created hereby and to be administered hereunder, with respect to which a
REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof,
(ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies (including the PMI Policy), required to be maintained
pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights
under the Assignment Agreement (including any security interest created thereby)
and (v) the Collection Account, the Distribution Account (subject to the
last
sentence of this definition) and any REO Account and such assets that are
deposited therein from time to time and any investments thereof, together
with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, a REMIC election will not be made with respect to
the
Net WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreements, any
Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
Interest Trust or the Interest Rate Swap Agreement.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC
3, as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and
all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) 50 % of the aggregate Stated Principal
Balance of the Mortgage Loans and related REO Properties then outstanding
and
(ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest
LTAA minus the Marker Rate, divided by (b) 12.
“REMIC
2
Marker Allocation Percentage”: 50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTA1A, REMIC 2 Regular Interest LTA1F, REMIC
2
Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
2
Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
LTM10, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular Interest
LTP.
“REMIC
2
Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
0.50% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1A, REMIC
2
Regular Interest LTA1F, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC
2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC
2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest
LTM9 and REMIC 2 Regular Interest LTM10, in each case as of such date of
determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal
Balance
of the Mortgage Loans and related REO Properties then outstanding and (ii)
1
minus a fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1A, REMIC
2
Regular Interest LTA1F, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC
2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC
2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest
LTM9 and REMIC 2 Regular Interest LTM10 and the denominator of which is the
aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1A,
REMIC 2 Regular Interest LTA1F, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC 2 Regular Interests: REMIC 2 Regular Interest LTAA,
REMIC 2 Regular Interest LTA1A, REMIC 2 Regular Interest LTA1F, REMIC 2 Regular
Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4,
REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10,
REMIC 2 Regular Interest LTZZ, REMIC 2 Regular Interest LTP, REMIC 2 Regular
Interest LTIO, REMIC 2 Regular Interest LTSC, REMIC 2 Regular Interest LTNSC
and
REMIC 2 Regular Interest LTXX.
“REMIC
2
Sub WAC Allocation Percentage”: 50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC 2 Regular Interest
LTSC, REMIC 2 Regular Interest LTNSC and REMIC 2 Regular Interest
LTXX.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates or the Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to
which a
separate REMIC election is to be made.
“REMIC
4”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class
R-6
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
Interests, the Class C Interest, the Class P Interest and the Class IO
Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee pursuant
to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.24.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion
of the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.24 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.24 for unpaid Servicing Fees in respect of the related Mortgage
Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in
Section
3.24.
“Reportable
Event”: The meaning set forth in Section 4.05(b)(ii).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
one-month United States dollar lending rates which banks in The City of New
York
selected by the Depositor are quoting on the relevant Interest Determination
Date to the principal London offices of leading banks in the London interbank
market or (ii) in the event that the Trustee can determine no such arithmetic
mean, in the case of any Interest Determination Date after the initial Interest
Determination Date, the lowest one-month United States dollar lending rate
which
such New York banks selected by the Depositor are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v)
a
detached one-family dwelling in a planned unit development, none of which
is a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, any director, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreement.
“Senior
Principal Distribution Amount”: The excess of (x) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 72.00% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Servicer”:
Xxxxx Fargo Bank, N.A. or any successor servicer appointed as herein provided,
in its capacity as a servicer hereunder.
“Servicer
Certification”: As defined in Section 4.05(b)(iii).
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the second Business Day
prior to such Distribution Date or, if such second Business Day is not a
Business Day, the Business Day immediately preceding such day.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Servicer in the performance of its servicing obligations, including, but
not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation
of the
REO Property, (iv) obtaining broker price opinions, (v) locating missing
Mortgage Loan documents and (vi) compliance with the obligations under Sections
3.01, 3.09, 3.14, 3.16, and 3.24. Servicing Advances also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any
foreclosure in respect of any Mortgage Loan to the extent not recovered from
the
related Mortgagor or otherwise payable under this Agreement. The Servicer
shall
not be required to make any Servicing Advance that would be a Nonrecoverable
Advance.
“Servicing
Criteria”: The criteria set forth in Item 1122 (d) of Regulation AB, as such may
be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard
to the
words "per annum") and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment
on a
Mortgage Loan is received. The obligation for payment of the Servicing Fee
is
limited to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds)
of
such Monthly Payment collected by the Servicer, or as otherwise provided
under
Section 3.11.
“Servicing
Fee Rate”: 0.375% per annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from
time to
time be amended.
“Servicing
Standard”: As defined in Section 3.01.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee in connection with the transfer of servicing from
a
predecessor servicer, including, without limitation, any reasonable costs
or
expenses associated with the complete transfer of all servicing data and
the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing
data or
otherwise to enable the Trustee (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and
any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage
Loan as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum
of (i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced by
the
Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off
Date to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up
to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
an
amount (not less than zero) equal to the Stated Principal Balance of the
related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to
the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class A Certificates has been reduced
to
zero and (ii) the later to occur of (x) the Distribution Date occurring in
November 2009 and (y) the first Distribution Date on which the Credit
Enhancement Percentage (calculated for this purpose only after taking into
account payments of principal on the Mortgage Loans but prior to distribution
of
the Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 28.00%.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Servicer (net
of any related expenses permitted to be reimbursed) pursuant to Section 3.11
specifically related to a Mortgage Loan that was the subject of a liquidation
or
an REO Disposition prior to the related Prepayment Period that resulted in
a
Realized Loss.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.10(a).
“Supplemental
Interest Trust Trustee”: Deutsche Bank National Trust Company, a national
banking association, not in its individual capacity but solely in its capacity
as Supplemental Interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.10. The Swap Account must be an Eligible Account.
“Swap
Expense Fee Rate”: With respect to any Distribution Date, an amount, expressed
as a per annum rate, equal to the sum of (a) the product of (i) the Net Swap
Payment made to the Swap Provider and (ii) 12 and (b) the product of (i)
any
Swap Termination Payment (other than a Swap Termination Payment resulting
from a
Swap Provider Trigger Event) made to the Swap Provider and (ii) 12 divided
by
(x) for purposes of calculating the Net WAC Rate for any Distribution Date
and
the Class A-4 Certificates and Class M-9 Certificates, the aggregate Certificate
Principal Balance of the Class A-4 Certificates and Class M-9 Certificates
immediately prior to such Distribution Date and (y) for purposes of calculating
the Maximum Cap Rate for any Distribution Date, the aggregate outstanding
Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month in which such Distribution Date occurs.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to
a
discrepancy between the Uncertificated Notional Amount of REMIC 6 Regular
Interest SWAP IO and the scheduled notional amount pursuant to the Interest
Rate
Swap Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider
under
the Swap Agreement.
“Swap
Provider”: Bear Xxxxxxx Financial Products Inc..
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate
Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined
in the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the
REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trustee on behalf of each REMIC, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Transaction
Addendum Soundview 2006-WF1”: The transaction addendum dated as of October 31,
2006, by and between Greenwich Capital Markets, Inc. and the Credit Risk
Manager, and acknowledged by the Trustee, relating to the transaction
contemplated by this Agreement.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i) the
Delinquency Percentage exceeds 49.00% of the Credit Enhancement Percentage;
or
(ii) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance
of the
Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”), exceeds
the applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
November
2008 through October 2009
|
0.50%
for the first month, plus an additional 1/12th
of 0.80% for each month thereafter.
|
|
November
2009 though October 2010
|
1.30%
for the first month, plus an additional 1/12th
of 0.95% for each month thereafter.
|
|
November
2010 through October 2011
|
2.25%
for the first month, plus an additional 1/12th
of 0.95% for each month thereafter.
|
|
November
2011 through October 2012
|
3.20%
for the first month, plus an additional 1/12th
of 0.60% for each month thereafter.
|
|
November
2012 through October 2013
|
3.80%
for the first month, plus an additional 1/12th
of 0.05% for each month thereafter.
|
|
November
2013 and thereafter
|
3.85%.
|
“Trust”:
Soundview Home Loan Trust 2006-WF1, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, any Servicer
Prepayment Charge Payment Amounts, the Net WAC Rate Carryover Reserve Account,
the Swap Account, the Supplemental Interest Trust, the Interest Rate Swap
Agreement and the Basis Risk Cap Agreements.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or
any
successor trustee appointed as herein provided.
“Trustee
Compensation”: Such compensation, if any, as set forth in the separate fee
schedule between the Trustee and the Depositor, which compensation shall
be
payable to the Trustee on each Distribution Date pursuant to Section 8.05
as
compensation for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1st
through 32nd
|
I-1-A
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-34-A
|
|
41
|
I-10-A
through I-34-A
|
|
42
|
I-11-A
through I-34-A
|
|
43
|
I-12-A
through I-34-A
|
|
44
|
I-13-A
through I-34-A
|
|
45
|
I-14-A
through I-34-A
|
|
46
|
I-15-A
through I-34-A
|
|
47
|
I-16-A
through I-34-A
|
|
48
|
I-17-A
through I-34-A
|
|
49
|
I-18-A
through I-34-A
|
|
50
|
I-19-A
through I-34-A
|
|
51
|
I-20-A
through I-34-A
|
|
52
|
I-21-A
through I-34-A
|
|
53
|
I-22-A
through I-34-A
|
|
54
|
I-23-A
through I-34-A
|
|
55
|
I-24-A
through I-34-A
|
|
56
|
I-25-A
through I-34-A
|
|
57
|
I-26-A
through I-34-A
|
|
58
|
I-27-A
through I-34-A
|
|
59
|
I-28-A
through I-34-A
|
|
60
|
I-29-A
through I-34-A
|
|
61
|
I-30-A
through I-34-A
|
|
62
|
I-31-A
through I-34-A
|
|
63
|
I-32-A
through I-34-A
|
|
64
|
I-33-A
and I-34-A
|
|
65
|
I-34-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the amount of
such REMIC Regular Interest outstanding as of any date of determination.
As of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date,
the
Uncertificated Principal Balance of each REMIC Regular Interest shall be
reduced
by all distributions of principal made on such REMIC Regular Interest on
such
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ shall be increased by interest deferrals as
provided in Section 4.08. With respect to the Class C Interest as of any
date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding. The Uncertificated Principal
Balance of each REMIC Regular Interest that has an Uncertificated Principal
Balance shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
Uncertificated REMIC 2 Pass-Through Rate, as applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
1 Regular Interest P, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to each REMIC
1
Regular Interest ending with the designation “A”, a per annum rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans
multiplied by 2, subject to a maximum rate of 10.800%. With respect to each
REMIC 1 Regular Interest ending with the designation “B”, the greater of (x) a
per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans over (ii)
10.800% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”:
With
respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1A,
REMIC
2 Regular Interest LTA1F, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTZZ,
REMIC 2 Regular Interest LTP and REMIC 2 Regular Interest LTXX, a
per
annum rate (but not less than zero) equal to the weighted average of (v)
with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
for
each such Distribution Date, (w) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (x) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC
1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1st
through 5th
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6th
through 32nd
|
I-1-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
33
|
I-2-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
34
|
I-3-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
35
|
I-4-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
36
|
I-5-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
37
|
I-6-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
38
|
I-7-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
39
|
I-8-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
40
|
I-9-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
41
|
I-10-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
42
|
I-11-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
43
|
I-12-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
44
|
I-13-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
45
|
I-14-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
46
|
I-15-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
47
|
I-16-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
48
|
I-17-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
49
|
I-18-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
50
|
I-19-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
51
|
I-20-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
52
|
I-21-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
53
|
I-22-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
54
|
I-23-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
55
|
I-24-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
56
|
I-25-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
57
|
I-26-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
58
|
I-27-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
59
|
I-28-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
60
|
I-29-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
61
|
I-30-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
62
|
I-31-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
63
|
I-32-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
64
|
I-33-A
and I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
65
|
I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LTSC, a
per
annum rate (but not less than zero) equal to the weighted average of (w)
with
respect to REMIC 1 Regular Interests ending with the designation “B”, the
weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
REMIC
1 Regular Interests, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 1 Regular Interests for each such Distribution Date
and
(x) with respect to REMIC 1 Regular Interests ending with the designation
“A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC 1 Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular
Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1st
through 5th
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6th
through 32nd
|
I-1-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
33
|
I-2-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
34
|
I-3-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
35
|
I-4-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
36
|
I-5-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
37
|
I-6-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
38
|
I-7-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
39
|
I-8-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
40
|
I-9-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
41
|
I-10-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
42
|
I-11-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
43
|
I-12-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
44
|
I-13-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
45
|
I-14-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
46
|
I-15-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
47
|
I-16-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
48
|
I-17-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
49
|
I-18-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
50
|
I-19-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
51
|
I-20-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
52
|
I-21-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
53
|
I-22-A
through I-34-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-21-A
|