GE-WMC MORTGAGE SECURITIES, L.L.C. Depositor LITTON LOAN SERVICING LP Servicer and THE BANK OF NEW YORK Trustee and Supplemental Interest Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1, 2006 Asset-Backed Pass-Through Certificates Series 2006-1
GE-WMC
MORTGAGE SECURITIES, L.L.C.
Depositor
XXXXXX
LOAN SERVICING LP
Servicer
and
THE
BANK
OF NEW YORK
Trustee
and Supplemental Interest Trustee
Dated
as
of August 1, 2006
Asset-Backed
Pass-Through Certificates
Series
2006-1
TABLE
OF CONTENTS
Section
|
ARTICLE
I
|
DEFINITIONS
|
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.03.
|
Rights
of the NIMS Insurer.
|
|
ARTICLE
II
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by the Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator, the Seller
or the
Depositor; Payment of Prepayment Charge Payment Amounts.
|
|
SECTION
2.04.
|
[Reserved].
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06.
|
Issuance
of the REMIC I Regular Interests and the Class R-I Interest.
|
|
SECTION
2.07.
|
Conveyance
of the REMIC I Regular Interests; Acceptance of REMIC I, REMIC
II, REMIC
III, REMIC IV, REMIC V and REMIC VI by the Trustee.
|
|
SECTION
2.08.
|
Issuance
of Class R Certificates and Class R-X Certificates.
|
|
ARTICLE
III
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.03.
|
[Reserved].
|
|
SECTION
3.04.
|
Collection
Account, Escrow Account and Distribution Account.
|
|
SECTION
3.05.
|
Permitted
Withdrawals From the Collection Account, Escrow Account and Distribution
Account.
|
|
SECTION
3.06.
|
Investment
of Funds in the Collection Account, the Escrow Account, the REO
Account
and the Distribution Account.
|
|
SECTION
3.07.
|
Payment
of Taxes, Insurance and Other Charges.
|
|
SECTION
3.08.
|
Maintenance
of Hazard Insurance.
|
|
SECTION
3.09.
|
Maintenance
of Mortgage Blanket Insurance.
|
|
SECTION
3.10.
|
Fidelity
Bond; Errors and Omissions Insurance.
|
|
SECTION
3.11.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.12.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.13.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.14.
|
[Reserved].
|
|
SECTION
3.15.
|
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
|
SECTION
3.16.
|
Optional
Purchase of Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Statement
as to Compliance.
|
|
SECTION
3.20.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.21.
|
Access
to Certain Documentation.
|
|
SECTION
3.22.
|
Use
of Sub-Servicers and Subcontractors.
|
|
ARTICLE
IV
|
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
Statements
to Certificateholders.
|
|
SECTION
4.03.
|
Remittance
Reports and Other Reports to the Trustee; P&I Advances; Payments in
Respect of Prepayment Interest Shortfalls.
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
|
SECTION
4.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06.
|
Commission
Reporting.
|
|
SECTION
4.07.
|
The
Supplemental Interest Trust and the Derivative Agreements.
|
|
SECTION
4.08.
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Subordinate
Certificates.
|
|
SECTION
4.09.
|
Net
WAC Rate Carry Forward Reserve Account.
|
|
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.
|
Certain
Available Information.
|
|
SECTION
5.06.
|
Access
to List of Certificateholders.
|
|
ARTICLE
VI
|
THE
DEPOSITOR AND THE SERVICER
|
|
SECTION
6.01.
|
Liability
of the Depositor and the Servicer.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Servicer and Others.
|
|
SECTION
6.04.
|
Limitation
on Resignation of the Servicer.
|
|
SECTION
6.05.
|
Rights
of the Depositor in Respect of the Servicer.
|
|
SECTION
6.06.
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
|
|
SECTION
6.07.
|
Successor
Sub-Servicers.
|
|
SECTION
6.08.
|
Liability
of the Servicer.
|
|
SECTION
6.09.
|
No
Contractual Relationship Between Sub-Servicers and the Trustee,
NIMS
Insurer or Certificateholders.
|
|
SECTION
6.10.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
6.11.
|
Sub-Servicing
Accounts.
|
|
SECTION
6.12.
|
Advance
Facility.
|
|
ARTICLE
VII
|
DEFAULT
|
|
SECTION
7.01.
|
Servicer
Events of Default.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
|
SECTION
7.04.
|
Waiver
of Servicer Events of Default.
|
|
ARTICLE
VIII
|
CONCERNING
THE TRUSTEE AND THE SUPPLEMENTAL INTEREST
TRUSTEE
|
|
SECTION
8.01.
|
Duties
of Trustee and Supplemental Interest Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee and the Supplemental Interest
Trustee.
|
|
SECTION
8.03.
|
The
Trustee Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04.
|
Trustee
and Supplemental Interest Trustee May Own Certificates.
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee and Supplemental Interest Trustee.
|
|
SECTION
8.07.
|
Resignation
and Removal of the Trustee or the Supplemental Interest
Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee and Successor Supplemental Interest Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee or Supplemental Interest Trustee.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Appointment
of Custodians.
|
|
SECTION
8.12.
|
Appointment
of Office or Agency.
|
|
SECTION
8.13.
|
Representations
and Warranties of the Trustee and the Supplemental Interest
Trustee.
|
|
ARTICLE
IX
|
TERMINATION
|
|
SECTION
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
|
|
SECTION
9.02.
|
Additional
Termination Requirements.
|
|
ARTICLE
X
|
REMIC
PROVISIONS
|
|
SECTION
10.01.
|
REMIC
Administration.
|
|
SECTION
10.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03.
|
Servicer
and Trustee Indemnification.
|
|
ARTICLE
XI
|
MISCELLANEOUS
PROVISIONS
|
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Notice
to Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.08.
|
Article
and Section References.
|
|
SECTION
11.09.
|
Grant
of Security Interest.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Waiver
of Jury Trial.
|
|
SECTION
11.12.
|
Intention
of Parties and Interpretations.
|
Exhibit
A-1-1 Form
of
Class A-1 Certificate
Exhibit
A-1-2 Form
of
Class A-2 Certificate
Exhibit
A-2 Form
of
Subordinate Certificate
Exhibit
A-3 Form
of
Class C Certificate
Exhibit
A-4 Form
of
Class P Certificate
Exhibit
A-5 Form
of
Class R Certificate
Exhibit
A-6 Form
of
Class R-X Certificate
Exhibit
B Form
of
Lost Note Affidavit
Exhibit
C-1 Form
of
Trustee’s Initial Certification
Exhibit
C-2 Form
of
Trustee’s Final Certification
Exhibit
C-3 Form
of
Trustee’s Receipt of Mortgage Note
Exhibit
D Form
of
Mortgage Loan Purchase Agreement
Exhibit
E Request
for Release
Exhibit
F-1 Form
of
Transferor Representation Letter and Form of Transferee Representation Letter
in
Connection with Transfer of Class C and Class P Certificates Pursuant to
Rule
144A Under the 1933 Act
Exhibit
F-2 Form
of
Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection
with Transfer of Residual Certificates
Exhibit
G Form
of
Certification with respect to ERISA and the Code
Exhibit
H Form
of
Interest Rate Swap Agreement
Exhibit
I Form
of
Limited Power of Attorney
Exhibit
J-1 Form
of
Certification to Be Provided by the Depositor with Form 10-K
Exhibit
J-2A Form
of
Back-up Certification to Be Provided to Depositor by the Trustee
Exhibit
J-2B Form
of
Performance Certification to Be Provided to Depositor by the
Trustee
Exhibit
J-3 Form
of
Certification to Be Provided to Depositor by the Servicer
Exhibit
K Form
of
Cap Contract
Exhibit
L
Servicing
Criteria
Exhibit
M Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
Schedule
1 Mortgage
Loan Schedule
Schedule
2 Prepayment
Charge Schedule
This
Pooling and Servicing Agreement, is dated and effective as of August 1, 2006,
among GE-WMC MORTGAGE SECURITIES, L.L.C., as Depositor, XXXXXX LOAN SERVICING
LP, as Servicer and THE BANK OF NEW YORK, as Trustee and as Supplemental
Interest Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell or transfer pass-through certificates (collectively,
the “Certificates”),
to be
issued hereunder in multiple classes, which in the aggregate shall evidence
the
entire beneficial ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund shall consist of a segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement.
REMIC
I
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets (other
than
any Servicer Prepayment Charge Payment Amount, the Net WAC Rate Carry Forward
Reserve Account and, for the avoidance of doubt, the Supplemental Interest
Trust, the Interest Rate Swap Agreement and the Cap Contract) subject to
this
Agreement as a REMIC for federal income tax purposes, and such segregated
pool
of assets shall be designated as “REMIC I.” The Class R-I Interest shall be the
sole class of Residual Interests in REMIC I for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the designation,
the REMIC I Remittance Rate, the initial Uncertificated Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests shall be
certificated.
|
Designation
|
REMIC
I Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible Maturity
Date(1)
|
|||||
|
I-Non-Swap
|
Variable(2)
|
$
|
8,404,570.96
|
August
1, 2036
|
||||
|
I-1-A
|
Variable(2)
|
$
|
1,223,752.73
|
August
1, 2036
|
||||
|
I-1-B
|
Variable(2)
|
$
|
1,223,752.73
|
August
1, 2036
|
||||
|
I-2-A
|
Variable(2)
|
$
|
1,410,585.05
|
August
1, 2036
|
||||
|
I-2-B
|
Variable(2)
|
$
|
1,410,585.05
|
August
1, 2036
|
||||
|
I-3-A
|
Variable(2)
|
$
|
1,692,660.77
|
August
1, 2036
|
||||
|
I-3-B
|
Variable(2)
|
$
|
1,692,660.77
|
August
1, 2036
|
||||
|
I-4-A
|
Variable(2)
|
$
|
2,417,570.20
|
August
1, 2036
|
||||
|
I-4-B
|
Variable(2)
|
$
|
2,417,570.20
|
August
1, 2036
|
||||
|
I-5-A
|
Variable(2)
|
$
|
2,554,689.01
|
August
1, 2036
|
||||
|
I-5-B
|
Variable(2)
|
$
|
2,554,689.01
|
August
1, 2036
|
||||
|
I-6-A
|
Variable(2)
|
$
|
2,843,515.88
|
August
1, 2036
|
||||
|
I-6-B
|
Variable(2)
|
$
|
2,843,515.88
|
August
1, 2036
|
||||
|
I-7-A
|
Variable(2)
|
$
|
3,162,864.25
|
August
1, 2036
|
||||
|
I-7-B
|
Variable(2)
|
$
|
3,162,864.25
|
August
1, 2036
|
||||
|
I-8-A
|
Variable(2)
|
$
|
3,297,916.58
|
August
1, 2036
|
||||
|
I-8-B
|
Variable(2)
|
$
|
3,297,916.58
|
August
1, 2036
|
||||
|
I-9-A
|
Variable(2)
|
$
|
3,662,868.39
|
August
1, 2036
|
||||
|
I-9-B
|
Variable(2)
|
$
|
3,662,868.39
|
August
1, 2036
|
||||
|
I-10-A
|
Variable(2)
|
$
|
4,055,172.67
|
August
1, 2036
|
||||
|
I-10-B
|
Variable(2)
|
$
|
4,055,172.67
|
August
1, 2036
|
||||
|
I-11-A
|
Variable(2)
|
$
|
4,118,648.49
|
August
1, 2036
|
||||
|
I-11-B
|
Variable(2)
|
$
|
4,118,648.49
|
August
1, 2036
|
||||
|
I-12-A
|
Variable(2)
|
$
|
3,945,033.54
|
August
1, 2036
|
||||
|
I-12-B
|
Variable(2)
|
$
|
3,945,033.54
|
August
1, 2036
|
||||
|
I-13-A
|
Variable(2)
|
$
|
3,721,595.68
|
August
1, 2036
|
||||
|
I-13-B
|
Variable(2)
|
$
|
3,721,595.68
|
August
1, 2036
|
||||
|
I-14-A
|
Variable(2)
|
$
|
3,634,482.86
|
August
1, 2036
|
||||
|
I-14-B
|
Variable(2)
|
$
|
3,634,482.86
|
August
1, 2036
|
||||
|
I-15-A
|
Variable(2)
|
$
|
3,320,632.40
|
August
1, 2036
|
||||
|
I-15-B
|
Variable(2)
|
$
|
3,320,632.40
|
August
1, 2036
|
||||
|
I-16-A
|
Variable(2)
|
$
|
2,939,782.97
|
August
1, 2036
|
||||
|
I-16-B
|
Variable(2)
|
$
|
2,939,782.97
|
August
1, 2036
|
||||
|
I-17-A
|
Variable(2)
|
$
|
2,665,610.69
|
August
1, 2036
|
||||
|
I-17-B
|
Variable(2)
|
$
|
2,665,610.69
|
August
1, 2036
|
||||
|
I-18-A
|
Variable(2)
|
$
|
2,609,639.43
|
August
1, 2036
|
||||
|
I-18-B
|
Variable(2)
|
$
|
2,609,639.43
|
August
1, 2036
|
||||
|
I-19-A
|
Variable(2)
|
$
|
2,481,131.08
|
August
1, 2036
|
||||
|
I-19-B
|
Variable(2)
|
$
|
2,481,131.08
|
August
1, 2036
|
||||
|
I-20-A
|
Variable(2)
|
$
|
2,801,230.06
|
August
1, 2036
|
||||
|
I-20-B
|
Variable(2)
|
$
|
2,801,230.06
|
August
1, 2036
|
||||
|
I-21-A
|
Variable(2)
|
$
|
7,510,831.06
|
August
1, 2036
|
||||
|
I-21-B
|
Variable(2)
|
$
|
7,510,831.06
|
August
1, 2036
|
||||
|
I-22-A
|
Variable(2)
|
$
|
28,590,671.78
|
August
1, 2036
|
||||
|
I-22-B
|
Variable(2)
|
$
|
28,590,671.78
|
August
1, 2036
|
||||
|
I-23-A
|
Variable(2)
|
$
|
4,169,197.49
|
August
1, 2036
|
||||
|
I-23-B
|
Variable(2)
|
$
|
4,169,197.49
|
August
1, 2036
|
||||
|
I-24-A
|
Variable(2)
|
$
|
1,121,077.04
|
August
1, 2036
|
||||
|
I-24-B
|
Variable(2)
|
$
|
1,121,077.04
|
August
1, 2036
|
||||
|
I-25-A
|
Variable(2)
|
$
|
897,750.54
|
August
1, 2036
|
||||
|
I-25-B
|
Variable(2)
|
$
|
897,750.54
|
August
1, 2036
|
||||
|
I-26-A
|
Variable(2)
|
$
|
721,329.47
|
August
1, 2036
|
||||
|
I-26-B
|
Variable(2)
|
$
|
721,329.47
|
August
1, 2036
|
||||
|
I-27-A
|
Variable(2)
|
$
|
629,471.79
|
August
1, 2036
|
||||
|
I-27-B
|
Variable(2)
|
$
|
629,471.79
|
August
1, 2036
|
||||
|
I-28-A
|
Variable(2)
|
$
|
350,440.56
|
August
1, 2036
|
||||
|
I-28-B
|
Variable(2)
|
$
|
350,440.56
|
August
1, 2036
|
||||
|
I-29-A
|
Variable(2)
|
$
|
718,553.98
|
August
1, 2036
|
||||
|
I-29-B
|
Variable(2)
|
$
|
718,553.98
|
August
1, 2036
|
||||
|
I-30-A
|
Variable(2)
|
$
|
1,842,478.93
|
August
1, 2036
|
||||
|
I-30-B
|
Variable(2)
|
$
|
1,842,478.93
|
August
1, 2036
|
||||
|
I-31-A
|
Variable(2)
|
$
|
8,262.42
|
August
1, 2036
|
||||
|
I-31-B
|
Variable(2)
|
$
|
8,262.42
|
August
1, 2036
|
||||
|
I-32-A
|
Variable(2)
|
$
|
12,251.32
|
August
1, 2036
|
||||
|
I-32-B
|
Variable(2)
|
$
|
12,251.32
|
August
1, 2036
|
||||
|
I-33-A
|
Variable(2)
|
$
|
138,150.92
|
August
1, 2036
|
||||
|
I-33-B
|
Variable(2)
|
$
|
138,150.92
|
August
1, 2036
|
||||
|
I-34-A
|
Variable(2)
|
$
|
929,644.32
|
August
1, 2036
|
||||
|
I-34-B
|
Variable(2)
|
$
|
929,644.32
|
August
1, 2036
|
||||
|
I-35-A
|
Variable(2)
|
$
|
8,032.55
|
August
1, 2036
|
||||
|
I-35-B
|
Variable(2)
|
$
|
8,032.55
|
August
1, 2036
|
||||
|
I-36-A
|
Variable(2)
|
$
|
12,724.27
|
August
1, 2036
|
||||
|
I-36-B
|
Variable(2)
|
$
|
12,724.27
|
August
1, 2036
|
||||
|
I-37-A
|
Variable(2)
|
$
|
385,532.47
|
August
1, 2036
|
||||
|
I-37-B
|
Variable(2)
|
$
|
385,532.47
|
August
1, 2036
|
||||
|
I-38-A
|
Variable(2)
|
$
|
11,071.32
|
August
1, 2036
|
||||
|
I-38-B
|
Variable(2)
|
$
|
11,071.32
|
August
1, 2036
|
||||
|
I-39-A
|
Variable(2)
|
$
|
83,674.06
|
August
1, 2036
|
||||
|
I-39-B
|
Variable(2)
|
$
|
83,674.06
|
August
1, 2036
|
||||
|
I-40-A
|
Variable(2)
|
$
|
1,133,735.43
|
August
1, 2036
|
||||
|
I-40-B
|
Variable(2)
|
$
|
1,133,735.43
|
August
1, 2036
|
||||
|
I-41-A
|
Variable(2)
|
$
|
8,923.67
|
August
1, 2036
|
||||
|
I-41-B
|
Variable(2)
|
$
|
8,923.67
|
August
1, 2036
|
||||
|
I-42-A
|
Variable(2)
|
$
|
12,908.23
|
August
1, 2036
|
||||
|
I-42-B
|
Variable(2)
|
$
|
12,908.23
|
August
1, 2036
|
||||
|
I-43-A
|
Variable(2)
|
$
|
5,494.64
|
August
1, 2036
|
||||
|
I-43-B
|
Variable(2)
|
$
|
5,494.64
|
August
1, 2036
|
||||
|
I-44-A
|
Variable(2)
|
$
|
12,475.64
|
August
1, 2036
|
||||
|
I-44-B
|
Variable(2)
|
$
|
12,475.64
|
August
1, 2036
|
||||
|
I-45-A
|
Variable(2)
|
$
|
10,895.32
|
August
1, 2036
|
||||
|
I-45-B
|
Variable(2)
|
$
|
10,895.32
|
August
1, 2036
|
||||
|
I-46-A
|
Variable(2)
|
$
|
13,826.71
|
August
1, 2036
|
||||
|
I-46-B
|
Variable(2)
|
$
|
13,826.71
|
August
1, 2036
|
||||
|
I-47-A
|
Variable(2)
|
$
|
150,977.63
|
August
1, 2036
|
||||
|
I-47-B
|
Variable(2)
|
$
|
150,977.63
|
August
1, 2036
|
||||
|
I-48-A
|
Variable(2)
|
$
|
10,157.82
|
August
1, 2036
|
||||
|
I-48-B
|
Variable(2)
|
$
|
10,157.82
|
August
1, 2036
|
||||
|
I-49-A
|
Variable(2)
|
$
|
152,890.81
|
August
1, 2036
|
||||
|
I-49-B
|
Variable(2)
|
$
|
152,890.81
|
August
1, 2036
|
||||
|
I-50-A
|
Variable(2)
|
$
|
14,846.69
|
August
1, 2036
|
||||
|
I-50-B
|
Variable(2)
|
$
|
14,846.69
|
August
1, 2036
|
||||
|
I-51-A
|
Variable(2)
|
$
|
7,098.05
|
August
1, 2036
|
||||
|
I-51-B
|
Variable(2)
|
$
|
7,098.05
|
August
1, 2036
|
||||
|
I-52-A
|
Variable(2)
|
$
|
558,694.65
|
August
1, 2036
|
||||
|
I-52-B
|
Variable(2)
|
$
|
558,694.65
|
August
1, 2036
|
||||
|
I-53-A
|
Variable(2)
|
$
|
3,708,552.34
|
August
1, 2036
|
||||
|
I-53-B
|
Variable(2)
|
$
|
3,708,552.34
|
August
1, 2036
|
||||
|
II-1-A
|
Variable(2)
|
$
|
3,496,291.56
|
August
1, 2036
|
||||
|
II-1-B
|
Variable(2)
|
$
|
3,496,291.56
|
August
1, 2036
|
||||
|
II-2-A
|
Variable(2)
|
$
|
4,030,076.10
|
August
1, 2036
|
||||
|
II-2-B
|
Variable(2)
|
$
|
4,030,076.10
|
August
1, 2036
|
||||
|
II-3-A
|
Variable(2)
|
$
|
4,835,973.37
|
August
1, 2036
|
||||
|
II-3-B
|
Variable(2)
|
$
|
4,835,973.37
|
August
1, 2036
|
||||
|
II-4-A
|
Variable(2)
|
$
|
6,907,057.39
|
August
1, 2036
|
||||
|
II-4-B
|
Variable(2)
|
$
|
6,907,057.39
|
August
1, 2036
|
||||
|
II-5-A
|
Variable(2)
|
$
|
7,298,809.18
|
August
1, 2036
|
||||
|
II-5-B
|
Variable(2)
|
$
|
7,298,809.18
|
August
1, 2036
|
||||
|
II-6-A
|
Variable(2)
|
$
|
8,123,994.62
|
August
1, 2036
|
||||
|
II-6-B
|
Variable(2)
|
$
|
8,123,994.62
|
August
1, 2036
|
||||
|
II-7-A
|
Variable(2)
|
$
|
9,036,380.76
|
August
1, 2036
|
||||
|
II-7-B
|
Variable(2)
|
$
|
9,036,380.76
|
August
1, 2036
|
||||
|
II-8-A
|
Variable(2)
|
$
|
9,422,228.59
|
August
1, 2036
|
||||
|
II-8-B
|
Variable(2)
|
$
|
9,422,228.59
|
August
1, 2036
|
||||
|
II-9-A
|
Variable(2)
|
$
|
10,464,904.86
|
August
1, 2036
|
||||
|
II-9-B
|
Variable(2)
|
$
|
10,464,904.86
|
August
1, 2036
|
||||
|
II-10-A
|
Variable(2)
|
$
|
11,585,727.80
|
August
1, 2036
|
||||
|
II-10-B
|
Variable(2)
|
$
|
11,585,727.80
|
August
1, 2036
|
||||
|
II-11-A
|
Variable(2)
|
$
|
11,767,079.79
|
August
1, 2036
|
||||
|
II-11-B
|
Variable(2)
|
$
|
11,767,079.79
|
August
1, 2036
|
||||
|
II-12-A
|
Variable(2)
|
$
|
11,271,057.63
|
August
1, 2036
|
||||
|
II-12-B
|
Variable(2)
|
$
|
11,271,057.63
|
August
1, 2036
|
||||
|
II-13-A
|
Variable(2)
|
$
|
10,632,690.17
|
August
1, 2036
|
||||
|
II-13-B
|
Variable(2)
|
$
|
10,632,690.17
|
August
1, 2036
|
||||
|
II-14-A
|
Variable(2)
|
$
|
10,383,806.72
|
August
1, 2036
|
||||
|
II-14-B
|
Variable(2)
|
$
|
10,383,806.72
|
August
1, 2036
|
||||
|
II-15-A
|
Variable(2)
|
$
|
9,487,128.24
|
August
1, 2036
|
||||
|
II-15-B
|
Variable(2)
|
$
|
9,487,128.24
|
August
1, 2036
|
||||
|
II-16-A
|
Variable(2)
|
$
|
8,399,032.09
|
August
1, 2036
|
||||
|
II-16-B
|
Variable(2)
|
$
|
8,399,032.09
|
August
1, 2036
|
||||
|
II-17-A
|
Variable(2)
|
$
|
7,615,715.15
|
August
1, 2036
|
||||
|
II-17-B
|
Variable(2)
|
$
|
7,615,715.15
|
August
1, 2036
|
||||
|
II-18-A
|
Variable(2)
|
$
|
7,455,803.88
|
August
1, 2036
|
||||
|
II-18-B
|
Variable(2)
|
$
|
7,455,803.88
|
August
1, 2036
|
||||
|
II-19-A
|
Variable(2)
|
$
|
7,088,652.36
|
August
1, 2036
|
||||
|
II-19-B
|
Variable(2)
|
$
|
7,088,652.36
|
August
1, 2036
|
||||
|
II-20-A
|
Variable(2)
|
$
|
8,003,183.01
|
August
1, 2036
|
||||
|
II-20-B
|
Variable(2)
|
$
|
8,003,183.01
|
August
1, 2036
|
||||
|
II-21-A
|
Variable(2)
|
$
|
21,458,628.63
|
August
1, 2036
|
||||
|
II-21-B
|
Variable(2)
|
$
|
21,458,628.63
|
August
1, 2036
|
||||
|
II-22-A
|
Variable(2)
|
$
|
81,684,250.79
|
August
1, 2036
|
||||
|
II-22-B
|
Variable(2)
|
$
|
81,684,250.79
|
August
1, 2036
|
||||
|
II-23-A
|
Variable(2)
|
$
|
11,911,499.53
|
August
1, 2036
|
||||
|
II-23-B
|
Variable(2)
|
$
|
11,911,499.53
|
August
1, 2036
|
||||
|
II-24-A
|
Variable(2)
|
$
|
3,202,944.61
|
August
1, 2036
|
||||
|
II-24-B
|
Variable(2)
|
$
|
3,202,944.61
|
August
1, 2036
|
||||
|
II-25-A
|
Variable(2)
|
$
|
2,564,895.33
|
August
1, 2036
|
||||
|
II-25-B
|
Variable(2)
|
$
|
2,564,895.33
|
August
1, 2036
|
||||
|
II-26-A
|
Variable(2)
|
$
|
2,060,855.98
|
August
1, 2036
|
||||
|
II-26-B
|
Variable(2)
|
$
|
2,060,855.98
|
August
1, 2036
|
||||
|
II-27-A
|
Variable(2)
|
$
|
1,798,416.34
|
August
1, 2036
|
||||
|
II-27-B
|
Variable(2)
|
$
|
1,798,416.34
|
August
1, 2036
|
||||
|
II-28-A
|
Variable(2)
|
$
|
1,001,217.27
|
August
1, 2036
|
||||
|
II-28-B
|
Variable(2)
|
$
|
1,001,217.27
|
August
1, 2036
|
||||
|
II-29-A
|
Variable(2)
|
$
|
2,052,926.35
|
August
1, 2036
|
||||
|
II-29-B
|
Variable(2)
|
$
|
2,052,926.35
|
August
1, 2036
|
||||
|
II-30-A
|
Variable(2)
|
$
|
5,264,007.51
|
August
1, 2036
|
||||
|
II-30-B
|
Variable(2)
|
$
|
5,264,007.51
|
August
1, 2036
|
||||
|
II-31-A
|
Variable(2)
|
$
|
23,605.93
|
August
1, 2036
|
||||
|
II-31-B
|
Variable(2)
|
$
|
23,605.93
|
August
1, 2036
|
||||
|
II-32-A
|
Variable(2)
|
$
|
35,002.31
|
August
1, 2036
|
||||
|
II-32-B
|
Variable(2)
|
$
|
35,002.31
|
August
1, 2036
|
||||
|
II-33-A
|
Variable(2)
|
$
|
394,700.58
|
August
1, 2036
|
||||
|
II-33-B
|
Variable(2)
|
$
|
394,700.58
|
August
1, 2036
|
||||
|
II-34-A
|
Variable(2)
|
$
|
2,656,016.63
|
August
1, 2036
|
||||
|
II-34-B
|
Variable(2)
|
$
|
2,656,016.63
|
August
1, 2036
|
||||
|
II-35-A
|
Variable(2)
|
$
|
22,949.20
|
August
1, 2036
|
||||
|
II-35-B
|
Variable(2)
|
$
|
22,949.20
|
August
1, 2036
|
||||
|
II-36-A
|
Variable(2)
|
$
|
36,353.55
|
August
1, 2036
|
||||
|
II-36-B
|
Variable(2)
|
$
|
36,353.55
|
August
1, 2036
|
||||
|
II-37-A
|
Variable(2)
|
$
|
1,101,475.72
|
August
1, 2036
|
||||
|
II-37-B
|
Variable(2)
|
$
|
1,101,475.72
|
August
1, 2036
|
||||
|
II-38-A
|
Variable(2)
|
$
|
31,631.03
|
August
1, 2036
|
||||
|
II-38-B
|
Variable(2)
|
$
|
31,631.03
|
August
1, 2036
|
||||
|
II-39-A
|
Variable(2)
|
$
|
239,058.83
|
August
1, 2036
|
||||
|
II-39-B
|
Variable(2)
|
$
|
239,058.83
|
August
1, 2036
|
||||
|
II-40-A
|
Variable(2)
|
$
|
3,239,109.95
|
August
1, 2036
|
||||
|
II-40-B
|
Variable(2)
|
$
|
3,239,109.95
|
August
1, 2036
|
||||
|
II-41-A
|
Variable(2)
|
$
|
25,495.15
|
August
1, 2036
|
||||
|
II-41-B
|
Variable(2)
|
$
|
25,495.15
|
August
1, 2036
|
||||
|
II-42-A
|
Variable(2)
|
$
|
36,879.13
|
August
1, 2036
|
||||
|
II-42-B
|
Variable(2)
|
$
|
36,879.13
|
August
1, 2036
|
||||
|
II-43-A
|
Variable(2)
|
$
|
15,698.32
|
August
1, 2036
|
||||
|
II-43-B
|
Variable(2)
|
$
|
15,698.32
|
August
1, 2036
|
||||
|
II-44-A
|
Variable(2)
|
$
|
35,643.22
|
August
1, 2036
|
||||
|
II-44-B
|
Variable(2)
|
$
|
35,643.22
|
August
1, 2036
|
||||
|
II-45-A
|
Variable(2)
|
$
|
31,128.20
|
August
1, 2036
|
||||
|
II-45-B
|
Variable(2)
|
$
|
31,128.20
|
August
1, 2036
|
||||
|
II-46-A
|
Variable(2)
|
$
|
39,503.25
|
August
1, 2036
|
||||
|
II-46-B
|
Variable(2)
|
$
|
39,503.25
|
August
1, 2036
|
||||
|
II-47-A
|
Variable(2)
|
$
|
431,346.78
|
August
1, 2036
|
||||
|
II-47-B
|
Variable(2)
|
$
|
431,346.78
|
August
1, 2036
|
||||
|
II-48-A
|
Variable(2)
|
$
|
29,021.15
|
August
1, 2036
|
||||
|
II-48-B
|
Variable(2)
|
$
|
29,021.15
|
August
1, 2036
|
||||
|
II-49-A
|
Variable(2)
|
$
|
436,812.78
|
August
1, 2036
|
||||
|
II-49-B
|
Variable(2)
|
$
|
436,812.78
|
August
1, 2036
|
||||
|
II-50-A
|
Variable(2)
|
$
|
42,417.37
|
August
1, 2036
|
||||
|
II-50-B
|
Variable(2)
|
$
|
42,417.37
|
August
1, 2036
|
||||
|
II-51-A
|
Variable(2)
|
$
|
20,279.31
|
August
1, 2036
|
||||
|
II-51-B
|
Variable(2)
|
$
|
20,279.31
|
August
1, 2036
|
||||
|
II-52-A
|
Variable(2)
|
$
|
1,596,204.32
|
August
1, 2036
|
||||
|
II-52-B
|
Variable(2)
|
$
|
1,596,204.32
|
August
1, 2036
|
||||
|
II-53-A
|
Variable(2)
|
$
|
10,595,425.02
|
August
1, 2036
|
||||
|
II-53-B
|
Variable(2)
|
$
|
10,595,425.02
|
August
1, 2036
|
||||
|
II-Non-Swap
|
Variable(2)
|
$
|
24,012,065.46
|
August
1, 2036
|
||||
|
P
|
Variable(2)
|
$
|
100.00
|
August
1, 2036
|
||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC I Regular Interest.
|
| (2) | Calculated in accordance with the definition of “REMIC I Remittance Rate” herein. |
REMIC
II
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC I Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC II.”
The Class R-II Interest shall evidence the sole class of Residual Interests
in
REMIC II for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the REMIC II Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC II Regular Interests (as defined herein). None of the REMIC II Regular
Interests will be certificated.
|
Designation
|
REMIC
II Remittance
Rate
|
Initial Uncertificated
Balance
|
Latest
Possible Maturity Date(1)
|
|
|
AA
|
Variable(2)
|
$
|
441,128,691.85
|
August
1, 2036
|
|
A-1a
|
Variable(2)
|
$
|
752,980.00
|
August
1, 2036
|
|
A-1b
|
Variable(2)
|
$
|
188,240.00
|
August
1, 2036
|
|
A-2a
|
Variable(2)
|
$
|
1,306,125.00
|
August
1, 2036
|
|
A-2b
|
Variable(2)
|
$
|
1,233,220.00
|
August
1, 2036
|
|
A-2c
|
Variable(2)
|
$
|
149,740.00
|
August
1, 2036
|
|
M-1
|
Variable(2)
|
$
|
144,040.00
|
August
1, 2036
|
|
M-2
|
Variable(2)
|
$
|
128,285.00
|
August
1, 2036
|
|
M-3
|
Variable(2)
|
$
|
78,775.00
|
August
1, 2036
|
|
M-4
|
Variable(2)
|
$
|
69,770.00
|
August
1, 2036
|
|
M-5
|
Variable(2)
|
$
|
69,770.00
|
August
1, 2036
|
|
M-6
|
Variable(2)
|
$
|
65,270.00
|
August
1, 2036
|
|
B-1
|
Variable(2)
|
$
|
60,770.00
|
August
1, 2036
|
|
B-2
|
Variable(2)
|
$
|
47,265.00
|
August
1, 2036
|
|
B-3
|
Variable(2)
|
$
|
33,760.00
|
August
1, 2036
|
|
B-4
|
Variable(2)
|
$
|
27,010.00
|
August
1, 2036
|
|
B-5
|
Variable(2)
|
$
|
42,760.00
|
August
1, 2036
|
|
ZZ
|
Variable(2)
|
$
|
4,604,846.36
|
August
1, 2036
|
|
P
|
Variable(2)
|
$
|
100.00
|
August
1, 2036
|
|
IO
|
Variable(2)
|
(3)
|
August
1, 2036
|
|
|
1-Sub
|
Variable(2)
|
$
|
4,516.46
|
August
1, 2036
|
|
1-Grp
|
Variable(2)
|
$
|
23,340.86
|
August
1, 2036
|
|
2-Sub
|
Variable(2)
|
$
|
12,903.71
|
August
1, 2036
|
|
2-Grp
|
Variable(2)
|
$
|
66,685.41
|
August
1, 2036
|
|
XX
|
Variable(2)
|
$
|
450,023,871.76
|
August
1, 2036
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC II Regular Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Balance
but will
accrue interest on its uncertificated notional amount calculated
in
accordance with the definition of “Uncertificated Notional Amount”
herein.
|
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-III Interest will represent the sole class of Residual Interests
in
REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
the
initial Certificate Principal Balance (or initial Uncertificated Balance,
in the
case of the Class C and P Interests) and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Classes of Certificates and interests.
Each
Certificate, other than the Class P, the Class C, the Class R and the Class
R-X
Certificates, represents ownership of a Regular Interest in REMIC III and
also
represents (i) the right to receive certain amounts specified herein in respect
of Net WAC Rate
Carry Forward Amounts (as
defined herein) and (ii) the obligation to pay Class IO Distribution Amounts
(as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance or Uncertificated Balance
($)
|
Latest
Possible Maturity Date(1)
|
|
A-1a(2)
|
Variable(3)
|
150,596,000.00
|
August
1, 2036
|
|
A-1b(2)
|
Variable(3)
|
37,648,000.00
|
August
1, 2036
|
|
A-2a(2)
|
Variable(3)
|
261,225,000.00
|
August
1, 2036
|
|
A-2b(2)
|
Variable(3)
|
246,644,000.00
|
August
1, 2036
|
|
A-2c(2)
|
Variable(3)
|
29,948,000.00
|
August
1, 2036
|
|
M-1(2)
|
Variable(3)
|
28,808,000.00
|
August
1, 2036
|
|
M-2(2)
|
Variable(3)
|
25,657,000.00
|
August
1, 2036
|
|
M-3(2)
|
Variable(3)
|
15,755,000.00
|
August
1, 2036
|
|
M-4(2)
|
Variable(3)
|
13,954,000.00
|
August
1, 2036
|
|
M-5(2)
|
Variable(3)
|
13,954,000.00
|
August
1, 2036
|
|
M-6(2)
|
Variable(3)
|
13,054,000.00
|
August
1, 2036
|
|
B-1(2)
|
Variable(3)
|
12,154,000.00
|
August
1, 2036
|
|
B-2(2)
|
Variable(3)
|
9,453,000.00
|
August
1, 2036
|
|
B-3(2)
|
Variable(3)
|
6,752,000.00
|
August
1, 2036
|
|
B-4(2)
|
Variable(3)
|
5,402,000.00
|
August
1, 2036
|
|
B-5(2)
|
Variable(3)
|
8,552,000.00
|
August
1, 2036
|
|
Class
C Interest
|
Variable(3)(4)
|
20,706,636.42
|
August
1, 2036
|
|
Class
P Interest
|
0.00%(5)
|
100.00
|
August
1, 2036
|
|
Class
IO Interest
|
(6)
|
(7)
|
August
1, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC III Regular
Interest.
|
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
III. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the
related
Regular Interest in REMIC III on such Distribution Date shall be
treated
for federal income tax purposes as having been paid from the Net
WAC Carry
Forward Reserve Account or the Supplemental Interest Trust, as
applicable,
and any amount distributable on the related Regular Interest in
REMIC III
on such Distribution Date in excess of the amount distributable
on such
Class of Certificates on such Distribution Date shall be treated
for such
purposes as having been distributed to the Holders of such Certificates
and then paid by such Holders to the Supplemental Interest Trust,
all
pursuant to and as further provided in Section 4.07 or 4.09
hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC III (other than the Class C, P and IO
Interests)
which corresponds to a Certificate will have the same Pass-Through
Rate as
such Certificate, except with respect to the Net WAC Pass-Through
Rate.
The Net WAC Pass-Through Rate for each such Regular Interest in
REMIC III
and Certificate is specified in the definition of “Net WAC Pass-Through
Rate”.
|
|
(4)
|
The
Class C Interest will accrue interest at its variable Pass-Through
Rate on
the Uncertificated Notional Amount of the Class C Interest outstanding
from time to time which shall equal the aggregate Uncertificated
Balance
of the REMIC II Regular Interests (other than REMIC II Regular
Interest
P). The Class C Interest will not accrue interest on its Uncertificated
Balance.
|
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC II Regular Interest IO.
|
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC
IV
As
provided herein, the Trustee shall elect 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 shall be designated as “REMIC IV.” The Class
R-IV Interest shall evidence the sole class of Residual Interests in REMIC
IV
for purposes of the REMIC Provisions. The following table irrevocably sets
forth
the designation, the Pass-Through Rate, the initial Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class
of Certificates. The Class C Certificates represent ownership of a Regular
Interest in REMIC IV and also represent (i) the obligation to pay certain
amounts specified herein in respect of Net WAC Rate Carry Forward Amounts
and
(ii) the right to receive Class IO Distribution Amounts.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal
Balance
|
Latest
Possible Maturity
Date(1)
|
|||||
|
C
|
Variable(2)
|
$20,706,636.42
|
August
1, 2036
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for the Class C Certificates.
(2) The
Class
C Certificates will not have a Pass-Through Rate but will be entitled to
receive
100% of amounts received in respect of the Class C Interest.
REMIC
V
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 shall be designated as “REMIC V.”
The Class R-V Interest represents the sole class of Residual Interests in
REMIC
V for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Pass-Through Rate, the initial Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class
of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal
Balance
|
Latest
Possible Maturity
Date(1)
|
|||||
|
P
|
0.00%(2)
|
$100
|
August
1, 2036
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for the Class P Certificates.
(2) The
Class
P Certificates will be entitled to receive 100% of amounts received in respect
of the Class P Interest.
REMIC
VI
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 VI.”
The Class R-VI Interest represents the sole class of Residual Interests in
REMIC
VI for purposes of the REMIC Provisions. The following table irrevocably
sets
forth the designation, the Pass-Through Rate, the initial Uncertificated
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
interest.
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible Maturity
Date(1)
|
||||
|
IO(3)
|
(2)
|
(4)
|
August
1, 2036
|
________________
(1) For
purposes of Section 1.860G-1(A)(4)(III) of the Treasury Regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “Latest Possible
Maturity Date” for REMIC VI Regular Interest IO.
(2) REMIC
VI
Regular Interest IO will not have a Pass-Through Rate, but will receive 100%
of
amounts received in respect of the Class IO Interest
(3) REMIC
VI
Regular Interest IO will be held as an asset of the Supplemental Interest
Trust.
(4) REMIC
VI
Regular Interest IO will not have an Uncertificated Balance, but will have
a
notional amount equal to the Uncertificated Notional Amount of the Class
IO
Interest.
As
of the
Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal
Balance equal to $233,408.610.17 and the Group II Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $666.854.126.25.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
| SECTION 1.01. |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months and all calculations on each
Regular Interest shall be made on the basis of a 360-day year and the actual
number of days in the month.
“Accrued
Certificate Interest”: With respect to any Class of Certificates or class of
interests (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest
Accrual
Period at the Pass-Through Rate for such Certificate or interest for such
Distribution Date on the Certificate Principal Balance of such Certificate,
in
the case of the Adjustable-Rate Certificates, or on the Uncertificated Notional
Amount of such interest, in the case of the Class C Interest or Class IO
Interest, immediately prior to such Distribution Date. The Class P Certificates
are not entitled to distributions in respect of interest and, accordingly,
shall
not accrue interest. All distributions of interest on the Adjustable-Rate
Certificates shall be calculated on the basis of a 360-day year and the actual
number of days in the applicable Interest Accrual Period. All distributions
of
interest on the Class C Certificates and Class C Interest shall be based
on a
360-day year consisting of twelve 30-day months. Accrued Certificate Interest
with respect to each Distribution Date, as to any Class A Certificate or
Subordinate Certificate, shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of the sum
of (a)
the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date
to the extent neither covered by payments pursuant to Section 4.03(e) nor
allocated to the Class C Interest and Class C Certificates pursuant to Section
1.02 and (b) the aggregate amount of any Relief Act Interest Shortfall, if
any,
for such Distribution Date not allocated to the Class C Interest and Class
C
Certificates pursuant to Section 1.02. Accrued Certificate Interest with
respect
to each Distribution Date and any Class C Interest and Class C Certificate
shall
be reduced by (a) Prepayment Interest Shortfalls, if any, allocated to such
class of Certificates or interest pursuant to Section 1.02 hereof, (b) Relief
Act Interest Shortfalls, if any, allocated to such class of Certificates
or
interest pursuant to Section 1.02 hereof and (c) an amount equal to the portion
of Realized Losses, if any, allocable to interest on the Class C Interest
and
Class C Certificate pursuant to Section 4.04 hereof.
“Adjustable-Rate
Certificates”: The Class A Certificates and the Subordinate
Certificates.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of 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
Facility”: As defined in Section 6.12 hereof.
“Advance
Facility Notice”: As defined in Section 6.12 hereof.
“Advance
Financing Person”: As defined in Section 6.12 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 6.12 hereof.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control,” when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“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 A-1b
Certificate or Class of Subordinate Certificates, the sum of Realized Losses
allocated to such Class of Certificates on such Distribution Date pursuant
to
Section 4.04.
“Allocated
Realized Loss Reimbursement Amount”: With respect to any Distribution Date and
any Class A-1b Certificate or Class of Subordinate Certificates, (i) the
sum of
all Allocated Realized Loss Amounts allocated to such Class of Certificates
minus (ii) the sum of all applicable amounts distributed to such Class of
Certificates on previous Distribution Dates pursuant to Section 4.01(d) and
clause seventh
of
Section 4.07(c), minus (iii) the sum of the increases in the Certificate
Principal Balance of such Class of Certificates due to the receipt of Subsequent
Recoveries as provided in Section 4.01(e).
“Annual
Statement of Compliance”: As defined in Section 3.19 hereof.
“Applicable
Regulations”: As to any Mortgage Loan, all federal, state and local laws,
statutes, rules and regulations applicable thereto.
“Assessment
of Compliance”: As defined in Section 3.20 hereof.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom if applicable, the mortgage recordation
information which has not been returned by the applicable recorder’s office
and/or the assignee’s name), which is sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect
of
record the sale of the Mortgage.
“Attestation
Report”: As defined in Section 3.20 hereof.
“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to
(1) the sum of:
(a)
the
aggregate amount of Monthly Payments on the Mortgage Loans due during the
related Due Period and received on or prior to the related Determination
Date;
(b)
Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during the period prior to the end of the prior
calendar month and excluding any related Prepayment Charges and Prepayment
Interest Excess);
(c)
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received
in
respect of the Mortgage Loans during the related Prepayment Period;
(d)
without duplication, the aggregate of any amounts received in respect of
an REO
Property withdrawn from any REO Account and deposited in the Distribution
Account for such Distribution Date pursuant to Section 3.13;
(e)
Compensating Interest, if any, deposited in the Distribution Account by the
Servicer for such Distribution Date pursuant to Section 4.03;
(f)
the
aggregate of any P&I Advances made by the Servicer for such Distribution
Date pursuant to Section 4.03;
(g)
the
aggregate Purchase Prices or Substitution Shortfall Amounts on deposit in
the
Collection Account immediately prior to the related Servicer Remittance Date;
and
(h)
the
REMIC Termination Payment portion of the Termination Price paid pursuant
to
Section 9.01, if any;
reduced
(to not less than zero) by
(2) the
sum of amounts reimbursable or payable to the Depositor, the Servicer, the
Trustee, the Custodian, the Seller, the Originator or any Sub-Servicer pursuant
to Section 3.05, Section 3.06, Section 7.01or Section 8.05 or otherwise payable
in respect of Extraordinary Trust Fund Expenses.
“Balloon
Loan”: Any Mortgage Loan that provided on the date of origination for an
amortization schedule extending beyond its stated maturity date.
“Balloon
Payment”: With respect to any Balloon Loan, as of any date of determination, the
Monthly Payment payable on the stated maturity date of such Mortgage
Loan.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates shall be the Class A
Certificates and the Subordinate Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of California, the State of
Connecticut, the State of Texas or the State of New York, are authorized
or
obligated by law or executive order to be closed.
“Cap
Contract”: The 2002 ISDA Master Agreement (Multicurrency-Cross Border) dated as
of August 4, 2006 (together with the schedule thereto, the “Master Agreement”)
between the Cap Counterparty and GE Mortgage Holding, L.L.C., and a confirmation
of the same date, which supplements and shall be deemed to form a part of
the
Master Agreement and the Novation Agreement thereto, dated August 21, 2006,
among the Cap Counterparty, the Supplemental Interest Trustee and GE Mortgage
Holding, L.L.C., a form of which is attached hereto as
Exhibit K.
“Cap
Counterparty”: Bank of America, N.A.
“Cap
Payment”: With respect to a Distribution Date, the payment due under the Cap
Contract for such Distribution Date equal to the product of (x) a per annum
rate
equal to the excess, if any, of (i) one-month LIBOR as set forth in the Cap
Contract, over (ii) 5.60%, (y) the notional amount set forth with respect
to
such Distribution Date in the Cap Contract and (z) a fraction, the numerator
of
which is the actual number of days in the related Calculation Period, as
defined
in the Cap Contract, and the denominator of which is 360; for the avoidance
of
doubt, Cap Payments shall not include any amount payable solely as a result
of
an early termination of the Cap Contract.
“Certificate”:
Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series
2006-1, Class A-1a, Class X-0x, Xxxxx X-0x, Xxxxx X-0x, Class A-2c, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 Class B-2,
Class B-3, Class B-4, Class B-5, Class C, Class P, Class R and Class R-X,
issued
under this Agreement.
“Certificate
Factor”: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to six places,
the
numerator of which is the Certificate Principal Balance (or the Notional
Amount,
in the case of the Class C Certificates) of such Class of Certificates on
such
Distribution Date (after giving effect to any distributions of principal
and
allocations of Realized Losses in reduction of the Certificate Principal
Balance
(or the Notional Amount, in the case of the Class C Certificates) of such
Class
of Certificates to be made on such Distribution Date), and the denominator
of
which is the initial aggregate Certificate Principal Balance (or the Notional
Amount, in the case of the Class C Certificates) of such Class of Certificates
as of the Closing Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Seller
or the Originator 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, the Supplemental Interest Trustee and the NIMS
Insurer may conclusively rely upon a certificate of the Depositor, the Seller
or
the Originator, 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 and the NIMS
Insurer 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 each Adjustable-Rate Certificate and, for purposes of
the definitions of “Marker Rate” and “Maximum Uncertificated Interest Deferral
Amount,” the specified REMIC II Regular Interest, as follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1a
|
A-1a
|
0.130
|
0.260
|
|
X-0x
|
X-0x
|
0.180
|
0.360
|
|
A-2a
|
A-2a
|
0.040
|
0.080
|
|
X-0x
|
X-0x
|
0.000
|
0.000
|
|
X-0x
|
X-0x
|
0.240
|
0.480
|
|
M-1
|
M-1
|
0.270
|
0.405
|
|
M-2
|
M-2
|
0.290
|
0.435
|
|
M-3
|
M-3
|
0.310
|
0.465
|
|
M-4
|
M-4
|
0.360
|
0.540
|
|
M-5
|
M-5
|
0.380
|
0.570
|
|
M-6
|
M-6
|
0.440
|
0.660
|
|
B-1
|
B-1
|
0.830
|
1.245
|
|
B-2
|
B-2
|
0.950
|
1.425
|
|
B-3
|
B-3
|
1.800
|
2.700
|
|
B-4
|
B-4
|
2.500
|
3.750
|
|
B-5
|
B-5
|
2.500
|
3.750
|
__________
(1) For
the
Interest Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
the
Interest Accrual Period for each Distribution Date after the Optional
Termination Date.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Subordinate
Certificate, or Class P Certificate and (i) in the case of any date of
determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof
and (ii) as of any date of determination after the first Distribution Date,
the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus, with respect to each
Subordinate Certificate, any increase in the Certificate Principal Balance
of
such Certificate pursuant to Section 4.01 due to the receipt of Subsequent
Recoveries, minus all distributions allocable to principal made thereon on
such
Distribution Date and, in the case of a Subordinate Certificate, Realized
Losses
allocated thereto on such immediately prior Distribution Date. With respect
to
each Class C Certificate as of any date of determination, an amount equal
to the
Percentage Interest evidenced by such Certificate times the Uncertificated
Balance of the Class C Interest.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificate
Registrar”: The registrar appointed pursuant to Section 5.02
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A
Certificate”: Any one of the Class A-1a, Class X-0x, Xxxxx X-0x, Xxxxx X-0x or
Class A-2c Certificates.
“Class
A-1 Certificate”: Any one of the Class A-1a or Class A-1b
Certificates.
“Class
A-2 Certificate”: Any one of the Class A-2a, Class A-2b or Class A-2c
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 and evidencing (i)
a
Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)
the
right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
“Class
A-1b Certificate”: Any one of the Class A-1b Certificates executed by the
Trustee and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
a
Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)
the
right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
“Class
A-2a Certificate”: Any one of the Class A-2a Certificates executed by the
Trustee and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
a
Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)
the
right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
“Class
A-2b Certificate”: Any one of the Class A-2b Certificates executed by the
Trustee and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
a
Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)
the
right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
“Class
A-2c Certificate”: Any one of the Class A-2c Certificates executed by the
Trustee and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
a
Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)
the
right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
“Class
A
Interest Distribution Amount”: With respect to any Distribution Date and a Class
A Certificate, an amount equal to the sum of (i) the Interest Distribution
Amount for such Class and such Distribution Date and (ii) the Interest Carry
Forward Amount for such Class and such Distribution Date.
“Class
A
Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount
equal to the sum of (i) the Group I Class A Principal Distribution Amount
and
(ii) the Group II Class A Principal Distribution Amount.
“Class
B-1 Certificate”: Any one of the Class B-1 Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
B-1 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class B-1 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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 payment
of
the Class M-6 Principal Distribution Amount on such Distribution Date) and
(viii) the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.70% 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 $4,501,313.68.
“Class
B-2 Certificate”: Any one of the Class B-2 Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
B-2 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class B-2 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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 payment
of
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on
such
Distribution Date) and (ix) the Certificate Principal Balance of the Class
B-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 90.80% 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
$4,501,313.68.
“Class
B-3 Certificate”: Any one of the Class B-3 Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
B-3 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class B-3 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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 payment
of
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class B-2
Certificates (after taking into account the payment of the Class B-2 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class B-3 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 92.30% 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 $4,501,313.68.
“Class
B-4 Certificate”: Any one of the Class B-4 Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
B-4 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class B-4 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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 payment
of
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class B-2
Certificates (after taking into account the payment of the Class B-2 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class B-3 Certificates (after taking into account the payment
of
the Class B-3 Principal Distribution Amount on such Distribution Date) and
(xi)
the Certificate Principal Balance of the Class B-4 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of
(i)
93.50% 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 $4,501,313.68.
“Class
B-5 Certificate”: Any one of the Class B-5 Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
B-5 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class B-5 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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 payment
of
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class B-2
Certificates (after taking into account the payment of the Class B-2 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class B-3 Certificates (after taking into account the payment
of
the Class B-3 Principal Distribution Amount on such Distribution Date), (xi)
the
Certificate Principal Balance of the Class B-4 Certificates (after taking
into
account the payment of the Class B-4 Principal Distribution Amount on such
Distribution Date) and (xii) the Certificate Principal Balance of the Class
B-5
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 95.40% 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
$4,501,313.68.
“Class
C
Certificate”: Any one of the Class C Certificates executed by the Trustee and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-3 and evidencing (i) a Regular Interest
in
REMIC IV for purposes of the REMIC Provisions, (ii) the obligation to pay
Net
WAC Rate Carry Forward Amounts and (iii) the right to receive Class IO
Distribution Amounts.
“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 III for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.07(f). For purposes of clarity,
the Class IO Distribution Amount for any Distribution Date shall equal the
amount payable to the Supplemental Interest Trust on such Distribution Date
in
excess of the amount payable on the Class IO Interest on such Distribution
Date,
all as further provided in Section 4.07.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-1 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
of
the Class A Principal Distribution Amount on such Distribution Date) and
(ii)
the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of
(i)
67.70% 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 $4,501,313.68.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-2 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment 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 payment 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) 73.40% 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
$4,501,313.68.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-3 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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) 76.90% 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 $4,501,313.68.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-4 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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)
80.00% 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 $4,501,313.68.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-5 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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) 83.10% 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
$4,501,313.68.
“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-2 and evidencing (i) a Regular Interest
in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
Net
WAC Rate Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date on or
after the Stepdown Date on which a Trigger Event is not in effect, an amount,
not less than zero, equal to the lesser of (I) the Certificate Principal
Balance
of the Class M-6 Certificates immediately prior to such Distribution Date
and
(II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment
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 payment 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 payment 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 payment
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 payment 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 payment 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) 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 $4,501,313.68.
“Class
P
Certificate”: 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-4, representing the right to distributions
as
set forth herein and therein and evidencing (i) a Regular Interest in REMIC
V
for purposes of the REMIC Provisions and (ii) the right to receive Servicer
Prepayment Charge Payment Amounts.
“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 III for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed by the Trustee and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-5 and evidencing the ownership of the Class
R-I
Interest, the Class R-II Interest and the Class R-III Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC VI.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-6 and evidencing the ownership of the
Class
R-IV Interest, the Class R-V Interest and the Class R-VI Interest.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC III.
“Closing
Date”: August 21, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended, or any successor
law.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.04(a), which shall be entitled Xxxxxx Loan Servicing
LP,
as Servicer for The Bank of New York, as Trustee, in trust for the registered
holders of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through
Certificates, Series 2006-1.” The Collection Account must be an Eligible
Account.
“Combined
Loan-to-Value Ratio”: As of any date of determination, and with respect to
second lien Mortgage Loans, the fraction, expressed as a percentage, the
numerator of which is (i) the sum of (a) the outstanding principal balance
of
the related first-lien mortgage loan plus (b) the Stated Principal Balance
of
the related second-lien Mortgage Loan and the denominator of which is (ii)
the
Value of the related Mortgaged Property.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 4.03(e) hereof.
“Convertible
Mortgage Loan”: A Mortgage Loan that by its terms and subject to certain
conditions contained in the related Mortgage or Mortgage Note allows the
Mortgagor to convert the adjustable Mortgage Rate on such Mortgage Loan to
a
fixed Mortgage Rate.
“Corporate
Trust Office”: The corporate trust office of the Trustee and the Supplemental
Interest Trustee at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office, at the
date
of the execution of this Agreement is located at 000 Xxxxxxx Xxxxxx, 0-Xxxx,
Xxx
Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Services- MBS/GE-WMC
Mortgage Securities, LLC.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest (other than REMIC
II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), the
Certificate with the corresponding designation. With respect to each REMIC
III
Regular Interest (other than the Class C Interest, the Class P Interest and
the
Class IO Interest), the related Certificate representing an ownership
therein.
“Credit
Enhancement Percentage”: For any Distribution Date and a Class of Certificates,
the percentage equivalent of a fraction, calculated after taking into account
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date, the numerator of which is the sum
of the
aggregate Certificate Principal Balance of the Subordinate Certificates with
a
lower distribution priority than the subject Class, the Class P Certificates
and
the Class C Certificates, and the denominator of which is 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).
“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 related
Due Period (reduced by the aggregate amount of Subsequent Recoveries received
from the Cut-off Date through the last day of the related Due Period) and
the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Custodian”:
The Trustee or if the Trustee is not the Custodian, the custodian pursuant
to
the Custodial Agreement.
“Custodial
Agreement”: The custodial agreement dated as of the Cut-off Date, among the
Servicer, the Trustee and the Custodian providing for the safekeeping of
the
Mortgage Files on behalf of the Trust Fund in accordance with this
Agreement.
“Custodial
Fee”: The amount payable to the Custodian on each Distribution Date by the
Trustee pursuant to Section 8.05 as compensation for all services rendered
by it
under the Custodial Agreement and the fee schedule included
therein.
“Custodial
Fee Rate”: With respect to any Distribution Date, the Custodial Fee paid to the
Custodian on such Distribution Date expressed as a per annum percentage of
the
aggregate Stated Principal Balance of the Mortgage Loans.
“Cut-off
Date”: With respect to any Mortgage Loan, the close of business on August 1,
2006. With respect to all Qualified Substitute Mortgage Loans, their respective
dates of substitution. References herein to the “Cut-off Date,” when used with
respect to more than one Mortgage Loan, shall be to the respective Cut-off
Dates
for such Mortgage Loans.
“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 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquent”:
A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant
to the terms of such Mortgage Loan by the close of business on the related
Due
Date. A Mortgage Loan is “30 days delinquent” if such payment has not been
received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there
is
no such corresponding day (e.g., as when a 30-day month follows a 31-day
month
in which a payment was due on the 31st day of such month) then on the last
day
of such immediately succeeding month. Similarly for “60-days delinquent,”
“90-days delinquent” and so on.
“Delinquency
Percentage”: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the rolling three month average of
the
Stated Principal Balance of all Mortgage Loans that are 60 or more days
Delinquent (including Mortgage Loans in foreclosure, Mortgage Loans that
have
been converted to REO Properties or that are in bankruptcy) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans
and REO
Properties as of the last day of the previous calendar month; provided, however,
that any Mortgage Loan purchased by the Servicer or the NIMS Insurer pursuant
to
Section 3.16 shall not be included in either the numerator or the denominator
for purposes of calculating the Delinquency Percentage.
“Depositor”:
GE-WMC Mortgage Securities, L.L.C., a Delaware limited liability company,
or its
successor in interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the
Trustee, that (a) is incorporated under the laws of the United States of
America
or any State thereof, (b) is subject to supervision and examination by federal
or state banking authorities and (c) has outstanding unsecured commercial
paper
or other short-term unsecured debt obligations that are rated “P-1” by Xxxxx’x,
“F-1” by Fitch and “A-1” by S&P (or comparable ratings if Xxxxx’x, Fitch and
S&P are not the Rating Agencies).
“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.
“Derivative
Agreement”: Either the Interest Rate Swap Agreement or Cap Contract, as
applicable.
“Derivative
Payment Allocation”: With respect to any Distribution Date and a Class A
Certificate or Subordinate Certificate, means an amount equal to the product
of
(i) the sum of the Net Swap Payment paid by the Swap Provider and the Cap
Payment paid by the Cap Counterparty in each case for such Distribution Date
and
distributable to the Certificateholders pursuant to this Agreement and (ii)
a
fraction the numerator of which is the Certificate Principal Balance of such
Class immediately preceding such Distribution Date and the denominator of
which
is the aggregate Certificate Principal Balance of the Class A Certificates
and
Subordinate Certificates on the day immediately preceding such Distribution
Date.
“Derivative
Termination Payment”: The payment due under the applicable Derivative Agreement
upon the early termination of such Derivative Agreement.
“Determination
Date”: With respect to each Distribution Date, the fifteenth day of the calendar
month in which such Distribution Date occurs or, if such fifteenth day is
not a
Business Day, the Business Day immediately preceding such fifteenth
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 REMIC I 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”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax
imposed by Section 511 of the Code on unrelated business taxable income),
(iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding
of
an Ownership Interest in a Residual Certificate by such Person may cause
any
Trust REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal
tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
“United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.04(e), which shall be entitled “The Bank of New York, as
Trustee, in trust for the registered Holders of GE-WMC Mortgage Securities,
L.L.C., Asset-Backed Pass-Through Certificates, Series 2006-1.” The Distribution
Account must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any month, or if such 25th
day is
not a Business Day, the next succeeding Business Day, commencing on September
25, 2006.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period from and including
the second day of the month immediately preceding the month in which such
Distribution Date occurs to and including the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution or trust company, the short-term unsecured debt obligations of
which
are rated “P-1” by Moody’s, “F-1” by Fitch and “A-1+” by S&P (or comparable
ratings if Xxxxx’x, Fitch and S&P 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 or (iii) a trust account
or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Account”: The account or accounts created and maintained pursuant to Section
3.04(c).
“Escrow
Payments”: The amounts constituting taxes, and/or fire and hazard insurance
premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary
escrow agreement related to any Mortgage Loan.
“Estate
in Real Property”: A fee simple estate or leasehold estate in a parcel of
land.
“Excess
Non-REMIC Termination Payment”: As defined in Section 9.01(a).
“Expense
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 (or the Mortgage Rate
for
such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the
first
day of the month preceding the month in which the Distribution Date occurs
minus
the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii)
the
Custodial Fee Rate.
“Expense
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 thereon as of the first day of the
month
preceding the month in which the Distribution Date occurs minus the sum of
(i)
the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the Custodial
Fee
Rate.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Trustee or any director,
officer, employee or agent of the Trustee, from the Trust Fund pursuant to
Section 8.05, any amounts payable from the Distribution Account in respect
of
taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee
for the recording of the
Assignments
pursuant to Section 2.01.
“Xxxxxx
Mae” or “FNMA”: Xxxxxx Xxx, formally known as the Federal National Mortgage
Association, or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“FICO”:
Fair Xxxxx & Co., 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, the Depositor, the Servicer or the NIMS Insurer pursuant
to or as contemplated by Section 2.03, Section 3.16 or Section 9.01 or any
modified portion thereof), 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 any successor thereto.
“Fixed-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a fixed Mortgage Rate.
“Fixed
Swap Payment”: With respect to any Distribution Date, an amount equal to the
product of (i) 5.330% per annum, (ii) the scheduled notional amount as set
forth
in the Interest Rate Swap Agreement for such Distribution Date and (iii)
“30/360” (as defined in the Interest Rate Swap Agreement).
“Floating
Swap Payment”: With respect to any Distribution Date, an amount equal to the
product of (i) Swap LIBOR for such Distribution Date, (ii) the scheduled
notional amount as set forth in the Interest Rate Swap Agreement for such
Distribution Date and (iii) “Actual/360” (as defined in the Interest Rate Swap
Agreement).
“Form
8-K
Reportable Event”: As defined in Exhibit M to this Agreement.
“Form
10-D Additional Disclosure Items”: As defined in Exhibit M to this
Agreement.
“Form
10-K Additional Disclosure Items”: As defined in Exhibit M to this
Agreement.
“Formula
Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates,
the lesser of (i) One-Month LIBOR plus the related Certificate Margin and
(ii)
the related Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as 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
to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I
Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the sum of the amounts in clauses (i) through (iii) in the
definition of Group I Principal Remittance Amount for such Distribution Date
and
the denominator of which is (y) the sum of the amounts in clauses (i) through
(iii) in the definitions of Group I Principal Remittance Amount and Group
II
Principal Remittance Amount for such Distribution Date.
“Group
I
Certificates”: The Class A-1a and Class A-1b Certificates.
“Group
I
Class A Principal Distribution Amount”: With respect to any Distribution Date on
or after the Stepdown Date on which a Trigger Event is not in effect, an
amount,
not less than zero, equal to the lesser of (A) the aggregate Certificate
Principal Balance of the Group I Certificates immediately prior to such
Distribution Date and (B) the excess of (x) the aggregate Certificate Principal
Balance of the Group I Certificates immediately prior to such Distribution
Date
over (y) the lesser of (A) the product of (i) 61.30% and (ii) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day
of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $1,167,043.05.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of clause (1) of the Available Distribution Amount for such Distribution
Date
that represents interest received or advanced on the Group I Mortgage Loans
minus the product of (x) the percentage equivalent of a fraction, the numerator
of which is (i) the aggregate Stated Principal Balance of the Group I Mortgage
Loans at the Cut-off Date after giving effect to payments of principal due
on or
before such date, and the denominator of which is (ii) the aggregate Stated
Principal Balance of the Mortgage Loans included in the Mortgage Pool at
the
Cut-off Date after giving effect to payments of principal due on or before
such
date, and (y) the sum (i) of any Net Swap Payment and any Swap Termination
Payment or unpaid portion thereof owed to the Swap Provider on that Distribution
Date (other than a Swap Termination Payment resulting from a Swap Provider
Trigger Event) and (ii) amounts included in clause (2) of the Available
Distribution Amount for such Distribution Date.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage
Loans have a principal balance at origination that conforms to Xxxxxx Xxx
loan
limits.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of: (i) the Group I Principal Remittance Amount for such Distribution Date,
and
(ii) the Group I Allocation Percentage of the amount of any
Overcollateralization Increase Amount for such Distribution Date
minus
(iii)
the Group I Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date. In no event shall the Group
I
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then-outstanding aggregate Certificate
Principal Balance of the Class A and Subordinate Certificates.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, the sum of:
(i) the principal portion of each Monthly Payment on the Group I Mortgage
Loans
due during the related Due Period, to the extent received on or prior to
the
related Determination Date or advanced prior to such Distribution Date; (ii)
the
Stated Principal Balance of any Group I Mortgage Loan that was purchased
during
the related Prepayment Period pursuant to or as contemplated by Section 2.03,
Section 3.16 or Section 9.01 and the amount of any shortfall deposited in
the
Collection Account in connection with the substitution of a Deleted Mortgage
Loan in Loan Group I pursuant to Section 2.03 during the related Prepayment
Period; (iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization)
received during the related Prepayment Period on the Group I Mortgage Loans,
net
of any portion thereof that represents a recovery of principal for which
a
P&I Advance was made by the Servicer pursuant to Section 4.03 in respect of
a preceding Distribution Date; minus the product of (a) Group I Allocation
Percentage and (b) the excess, if any, of (i) the sum of any Net Swap Payment
and any Swap Termination Payment or unpaid portion thereof owed to the Swap
Provider on such Distribution Date (other than a Swap Termination Payment
resulting from a Swap Provider Trigger Event), amounts included in clause
(2) of
the Available Distribution Amount for such Distribution Date over (ii) the
Interest Remittance Amount for such Distribution Date.
“Group
II
Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the sum of the amounts in clauses (i) through (iii) in the
definition of Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the sum of the amounts in clauses (i)
through (iii) in the definitions of Group I Principal Remittance Amount and
Group II Principal Remittance Amount for such Distribution Date.
“Group
II
Certificates”: The Class A-2a Certificates, Class A-2b Certificates and Class
A-2c Certificates.
“Group
II
Class A Principal Distribution Amount”: With respect to any Distribution Date on
or after the Stepdown Date on which a Trigger Event is not in effect, an
amount,
not less than zero, equal to the lesser of (A) the aggregate Certificate
Principal Balance of the Group II Certificates immediately prior to such
Distribution Date and (B) the excess of (x) the aggregate Certificate Principal
Balance of the Group II Certificates immediately prior to such Distribution
Date
over (y) the lesser of (A) the product of (i) 61.30% and (ii) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $3,334,270.63.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of clause (1) of the Available Distribution Amount for such Distribution
Date
that represents interest received or advanced on the Group II Mortgage Loans
minus the product of (x) the percentage equivalent of a fraction, the numerator
of which is (i) the aggregate Stated Principal Balance of the Group II Mortgage
Loans at the Cut-off Date after giving effect to payments of principal due
on or
before such date, and the denominator of which is (ii) the aggregate Stated
Principal Balance of the Mortgage Loans included in the Mortgage Pool at
the Cut
-off Date after giving effect to payments of principal due on or before such
date, and (y) the sum of (i) any Net Swap Payment and any Swap Termination
Payment or unpaid portion thereof owed to the Swap Provider on that Distribution
Date (other than a Swap Termination Payment resulting from a Swap Provider
Trigger Event) and (ii) amounts included in clause (2) of the Available
Distribution Amount for such Distribution Date.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage
Loans have a principal balance at origination that may or may not conform
to
Xxxxxx Mae or Xxxxxxx Mac loan limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of: (i) the Group II Principal Remittance Amount for such Distribution Date,
and
(ii) the Group II Allocation Percentage of the amount of any
Overcollateralization Increase Amount for such Distribution Date
minus
(iii)
the Group II Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the Group II
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Class A and Subordinate Certificates.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, the sum of:
(i) the principal portion of each Monthly Payment on the Group II Mortgage
Loans
due during the related Due Period, to the extent received on or prior to
the
related Determination Date or advanced prior to such Distribution Date; (ii)
the
Stated Principal Balance of any Group II Mortgage Loan that was purchased
during
the related Prepayment Period pursuant to or as contemplated by Section 2.03,
Section 3.16 or Section 9.01 and the amount of any shortfall deposited in
the
Collection Account in connection with the substitution of a Deleted Mortgage
Loan in Loan Group II pursuant to Section 2.03 during the related Prepayment
Period; (iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization)
received during the related Prepayment Period on the Group II Mortgage Loans,
net of any portion thereof that represents a recovery of principal for which
a
P&I Advance was made by the Servicer pursuant to Section 4.03 in respect of
a preceding Distribution Date; minus the product of (a) Group II Allocation
Percentage and (b) the excess, if any, of (i) the sum of any Net Swap Payment
and any Swap Termination Payment or unpaid portion thereof owed to the Swap
Provider on such Distribution Date (other than a Swap Termination Payment
resulting from a Swap Provider Trigger Event) and amounts included in clause
(2)
of the Available Distribution Amount for such Distribution Date over (ii)
the
Interest Remittance Amount for such Distribution Date.
“Highest
Priority” As of any date of determination, the Class of Subordinate 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: the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
Class
M-5 Certificates, the Class M-6 Certificates, the Class B-1 Certificates,
the
Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates
and the Class B-5 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by all or a portion
of
the Class C Certificates, the Class P Certificates and/or the Residual
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer, the Seller, the Originator
and
their respective Affiliates, (b) does not have any direct financial interest
in
or any material indirect financial interest in the Depositor, the Seller,
the
Originator, the Servicer or any Affiliate thereof and (c) is not connected
with
the Depositor, the Seller, the Originator, 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, the Seller, the Originator, 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 REMIC I 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 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 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 shall 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 each related Adjustment
Date, the average of the interbank offered rates for six-month United States
dollar deposits in the London market as published in The
Wall Street Journal
and as
most recently available as of the first business day 45 days or more prior
to
such Adjustment Date, as specified in the related Mortgage Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds 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
Accrual Period”: With respect to any Distribution Date and the Adjustable-Rate
Certificates, the period from and including the Distribution Date in the
month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, from and including the Closing Date)
to
and including the day preceding such Distribution Date. All distributions
of
interest on the Adjustable-Rate Certificates will be based on a 360-day year
and
the actual number of days in the applicable Interest Accrual Period. With
respect to any Distribution Date and Class C Interest, the Class C Certificates
and the REMIC II Regular Interests, the one-month period ending on the last
day
of the calendar month preceding the month in which such Distribution Date
occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and the Class A
Certificates or any Class of Subordinate Certificates, the sum of (i) the
amount, if any, by which (a) the Interest Distribution Amount for such Class
of
Certificates as of the immediately preceding Distribution Date exceeded (b)
the
actual amount distributed on such Class of Certificates in respect of the
related Interest Distribution Amount on such immediately preceding Distribution
Date and (ii) the amount of any Interest Carry Forward Amount for such Class
of
Certificates remaining undistributed from the previous Distribution Date,
plus
accrued interest thereon calculated at the related Pass-Through Rate for
the
most recently ended Interest Accrual Period.
“Interest
Determination Date”: With respect to the Adjustable-Rate Certificates, and
solely for purposes of calculating the Marker Rate and the Maximum
Uncertificated Interest Deferral Amount, each REMIC II Regular Interest for
which a Class A or Subordinate Certificate is a Corresponding Certificate,
and
any Interest Accrual Period therefor, the second LIBOR Business Day preceding
the commencement of such Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Distribution Date and each of the
Class A Certificates, any Class of Subordinate Certificates, the Class C
Interest or the Class C Certificates, the aggregate Accrued Certificate Interest
of such class for such Distribution Date.
“Interest
Rate Swap Agreement”: The 2002 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of August 4, 2006 (together with the schedule thereto, the
“Master Agreement”) between the Swap Provider and GE Mortgage Holding, L.L.C.,
and a confirmation of the same date, which supplements and shall be deemed
to
form a part of the Master Agreement and the Novation Agreement thereto, dated
August 21, 2006, among the Swap Provider, the Supplemental Interest Trustee
and
GE Mortgage Holding, L.L.C., a form of which is attached hereto as
Exhibit H.
“Interest
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Distribution Amount for such Distribution Date that represents
interest received or advanced on the Mortgage Loans. The Interest Remittance
Amount shall be adjusted as described in the first sentence of Section
4.07(b).
“Investment
Account”: As defined in Section 3.06.
“Item
1119 Parties”:
The
Depositor, the Seller, the Servicer, any Sub-Servicer, the Trustee, the
Custodian, the Sponsor, the Swap Counterparty, the Cap Counterparty and their
affiliates, unless otherwise notified in writing by the Depositor pursuant
to
Section 4.06.
“Late
Collections”: With respect to any Mortgage Loan for which a P&I Advance or
Servicing Advance was made, all amounts received subsequent to the date on
which
such P&I Advance or Servicing Advance was made, whether as late payments of
Monthly Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries 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 that were Delinquent the
date
on which such P&I Advance or Servicing Advance was made, and not previously
recovered.
“LIBOR
Business Day”: Any day on which banks in the City of London and City of New York
are open and conducting transactions in United States dollars.
“Liquidated
Mortgage Loan”: A Mortgage Loan with respect to which a Liquidation Event has
occurred.
“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; (iii) such Mortgage Loan is removed from REMIC I by reason
of its being purchased, sold or replaced pursuant to or as contemplated by
Section 2.03, Section 3.16 or Section 9.01 or (iv) a charge off pursuant
to
Section 3.12 of this Agreement. 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 REMIC I by reason of
its
being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (other than Insurance Proceeds or 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 through 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
3.13, Section 3.16 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination and with respect to first lien Mortgage
Loans, the fraction, expressed as a percentage, the numerator of which is
the
Stated Principal Balance of the related Mortgage Loan at such date and the
denominator of which is the Value of the related Mortgaged
Property.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The Group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“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 Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note,
substantially in the form of Exhibit B hereto.
“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 REMIC II
Remittance Rates for the REMIC II Regular Interests (other than REMIC II
Regular
Interests AA, P, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, and XX), with the rate on
each
such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
subject
to a cap equal to the lesser of (i) LIBOR plus the related Certificate Margin
and (ii) the Net WAC Pass-Through Rate for the REMIC III Regular Interest
the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date, and with the rate
on
REMIC II Regular Interest ZZ subject to a cap of zero for the purpose of
this
calculation; provided, however, that solely for this purpose, the related
caps
with respect to the REMIC II Regular Interests (other than REMIC II Regular
Interests AA, ZZ, P, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, and XX) shall be multiplied
by a fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the related Interest Accrual Period.
“Maximum
Cap Rate”: (i) For any Distribution Date and the Group I Certificates, a per
annum rate (subject to adjustment based on the actual number of days elapsed
in
the related Interest Accrual Period) equal to the product of (x) (i) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the
Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first 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) plus
(ii) an amount, expressed as a per annum rate, equal to any Net Swap Payment
made by the Swap Provider multiplied by 12 and divided by the outstanding
Stated
Principal Balances of the Mortgage Loans, plus (iii) an amount, expressed
as a
per annum rate, equal to any Cap Payment received from the Cap Counterparty
multiplied by 12 and divided by the outstanding Stated Principal Balances
of the
Mortgage Loans, and minus (iv) an amount, expressed as a per annum rate,
equal
to the Swap Termination Payment or unpaid portion thereof, if any (other
than a
Swap Termination Payment resulting from a Swap Provider Trigger Event), payable
by the Supplemental Interest Trust, multiplied by 12 and divided by the
outstanding Stated Principal Balances of the Mortgage Loans, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period.
(ii)
For
any Distribution Date with respect to the Group II Certificates, a per annum
rate (subject to adjustment based on the actual number of days elapsed in
the
related Interest Accrual Period) equal to the product of (x) (i) the weighted
average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II
Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group II Mortgage Loans as 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) plus (ii) an amount,
expressed as a per annum rate, equal to any Net Swap Payment made by the
Swap
Provider multiplied by 12 and divided by the outstanding Stated Principal
Balances of the Mortgage Loans, plus (iii) an amount, expressed as a per
annum
rate, equal to any Cap Payment received from the Cap Counterparty multiplied
by
12 and divided by the outstanding Stated Principal Balances of the Mortgage
Loans, and minus (iv) an amount, expressed as a per annum rate, equal to
the
Swap Termination Payment or unpaid portion thereof, if any (other than a
Swap
Termination Payment resulting from a Swap Provider Trigger Event), payable
by
the Supplemental Interest Trust, multiplied by 12 and divided by the outstanding
Stated Principal Balances of the Mortgage Loans, and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period.
(iii)
For
any Distribution Date with respect to the Subordinate Certificates, a per
annum
rate equal to the weighted average (weighted on the basis of the results
of
subtracting from the aggregate Stated Principal Balance of the applicable
Loan
Group, the current aggregate Certificate Principal Balance of the related
Class
A Certificates) of the Maximum Cap Rate for the Group I Certificates and
the
Maximum Cap Rate for the Group II Certificates for that Distribution
Date.
“Maximum
Uncertificated Interest Deferral Amount”: With respect to any Distribution Date,
the excess, if any, of (i) the sum of (x) accrued interest at the REMIC II
Remittance Rate applicable to REMIC II Regular Interest ZZ for such Distribution
Date on a balance equal to the Uncertificated Balance of REMIC II Regular
Interest ZZ minus the REMIC II Overcollateralization Amount, in each case
for
such Distribution Date, and (y) 0.50% of the accrued interest on REMIC II
Regular Interest P at the applicable REMIC II Remittance Rate for such
Distribution Date, over (ii) the aggregate amount of Uncertificated Interest
for
such Distribution Date on the REMIC II Regular Interests for which the Class
A
and Subordinate Certificates are the Corresponding Certificates, with the
rate
on each such REMIC II Regular Interest subject to a cap equal to the lesser
of
(i) One-Month LIBOR plus the related Certificate Margin and (ii) the Net
WAC
Pass-Through Rate for the REMIC III Regular Interest the ownership of which
is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date; provided, however, that solely for this purpose,
the
related caps with respect to each such REMIC II Regular Interest shall be
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 Interest Accrual
Period.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate
thereunder.
“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.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS
Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS®
System.
“MERS®
System”: The system of recording transfers of mortgages electronically
maintained by MERS.
“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 and (ii) 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 Section 3.02; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: With respect to each Distribution Date, the monthly statement
prepared by the Trustee pursuant to Section 4.02 hereof.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien or
second
lien on a Mortgaged Property securing a Mortgage Note, including all riders
thereto.
“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) of this Agreement as held from time to time
as a
part of REMIC I, the mortgage loans so held on any date being identified
in the
Mortgage Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Seller and the Depositor,
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, or the agreement between the Seller and the
Originator, regarding the transfer of the Mortgage Loans by the Originator
to or
at the direction of the Seller, as applicable, each substantially in the
form of
Exhibit D annexed hereto.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule
shall
set forth the following information with respect to each Mortgage
Loan:
(1) the
Originator’s Mortgage Loan identifying number;
(2) the
MERS
identification number;
(3) the
state
and zip code of the Mortgaged Property;
(4) a
code
indicating whether the Mortgaged Property is owner-occupied;
(5) the
type
of Residential Dwelling constituting the Mortgaged Property;
(6) the
original months to maturity;
(7) the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio at origination;
(8) the
Mortgage Rate in effect immediately following the Cut-off Date;
(9) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(10) the
stated maturity date;
(11) the
amount of the Monthly Payment due on the first Due Date after the Cut-off
Date;
(12) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(13) the
original principal amount of the Mortgage Loan;
(14) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(15) a
code
indicating the purpose of the Mortgage Loan (i.e.,
purchase, refinance cashout, or refinance no cashout);
(16) a
code
indicating whether the Mortgage Loan is a first lien or second lien Mortgage
Loan;
(17) the
Value
of the Mortgaged Property;
(18) the
purchase price of the Mortgaged Property, if applicable;
(19) the
FICO
score of the primary Mortgagor;
(20) a
code
indicating whether a Prepayment Charge is applicable and if so, the term
and the
amount of such Prepayment Charge;
(21) a
code
indicating the type of Mortgage Loan (e.g.,
balloon
loan, interest only loan);
(22) a
code
indicating the documentation program (i.e.,
Full
Documentation, Limited Documentation or Stated Income);
(23) the
Mortgage Rate at origination; and
(24) with
respect to the Adjustable-Rate Mortgage Loans:
(i) the
Gross
Margin;
(ii) the
Maximum Mortgage Rate;
(iii) the
Minimum Mortgage Rate;
(iv) the
Periodic Rate Cap;
(v) the
maximum first Adjustment Date Mortgage Rate adjustment; and
(vi) the
first
Adjustment Date immediately following the Cut-off Date.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date:
(1) the number of Mortgage Loans; (2) the current aggregate Stated 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 Depositor in accordance with the provisions of this Agreement. With respect
to any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to
the
related Cut-off Date for such Mortgage Loan, determined in accordance with
the
definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan, including any riders thereto.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each 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 (i) with respect to each
Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the
Cut-off Date and (ii) with respect to each Adjustable-Rate Mortgage Loan,
(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 equal to the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as
of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more
than
the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
to
the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii)
the
related Maximum Mortgage Rate, and shall never be less than the greater of
(i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less
the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. 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 identified in the related Mortgage as
securing a Mortgage Loan, including any REO Property, consisting of an Estate
in
Real Property improved by a Residential Dwelling (excluding for purposes
of
construing the representations or warranties made in the Mortgage Loan Purchase
Agreement, any improvements thereupon not considered by the appraiser in
determining the Value of such Mortgaged Property).
“Mortgagor”:
The obligor(s) on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
the excess, if any, of (x) the Available Distribution Amount for such
Distribution Date over (y) the sum for such Distribution Date of (A) the
Class A
Interest Distribution Amounts, (B) the Interest Distribution Amounts
distributable to the Subordinate Certificates, (C) the Principal Remittance
Amount, (D) any Net Swap Payment payable by the Supplemental Interest Trust
to
the Swap Provider for such Distribution Date and (E) any Swap Termination
Payment or unpaid portion thereof payable by the Supplemental Interest Trust
to
the Swap Provider on such Distribution Date (other than a Swap Termination
Payment resulting from a Swap Provider Trigger Event) and (ii) any
Overcollateralization Reduction Amount for such Distribution Date.
“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
Swap
Payment”: With respect to any Distribution Date and (i) in the case of payments
made by the Supplemental Interest Trust, the excess, if any, of (w) the Fixed
Swap Payment over (x) the Floating Swap Payment, and (ii) in the case of
payments made by the Swap Provider, the excess, if any, of (y) the Floating
Swap
Payment over (z) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Pass-Through Rate”: (i) For any Distribution Date with respect to the Group I
Certificates, a per annum rate (subject to adjustment based on the actual
number
of days elapsed in the related Interest Accrual Period) equal to (x) the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group
I
Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (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 sum of (i) an amount, expressed as a
per
annum rate, equal to the Net Swap Payment, if any, owed by the Supplemental
Interest Trust to the Swap Provider for such Distribution Date divided by
the
aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12
and
(ii) an amount, expressed as a per annum rate, equal to the Swap Termination
Payment or unpaid portion thereof, if any, (other than a Swap Termination
Payment resulting from a Swap Provider Trigger Event) owed by the Supplemental
Interest Trust to the Swap Provider for such Distribution Date, divided by
the
aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12,
multiplied by (y) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days elapsed in the related Interest Accrual
Period. With respect to any Distribution Date and the REMIC III Regular
Interests the ownership of which is rep