MORGAN STANLEY ABS CAPITAL I INC., Depositor, HOMEQ SERVICING CORPORATION, Servicer, WELLS FARGO BANK, N.A., Servicer, NC CAPITAL CORPORATION, Responsible Party, and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee
EXHIBIT
99.1
XXXXXX
XXXXXXX ABS CAPITAL I INC.,
Depositor,
HOMEQ
SERVICING CORPORATION,
Servicer,
XXXXX
FARGO BANK, N.A.,
Servicer,
NC
CAPITAL CORPORATION,
Responsible
Party,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of April 1, 2006
XXXXXX
XXXXXXX ABS CAPITAL I INC. TRUST 2006-NC3
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES 2006-NC3
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
Section
2.01
|
Conveyance
of Mortgage Loans
|
|
Section
2.02
|
Acceptance
by the Trustee of the Mortgage Loans
|
|
Section
2.03
|
Representations
and Warranties; Remedies for Breaches of Representations and Warranties
with Respect to the Mortgage Loans
|
|
Section
2.04
|
Execution
and Delivery of Certificates
|
|
Section
2.05
|
REMIC
Matters
|
|
Section
2.06
|
Representations
and Warranties of the Depositor
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
|
Section
3.01
|
Servicers
to Service Mortgage Loans
|
|
Section
3.02
|
Subservicing
Agreements between a Servicer and Subservicers
|
|
Section
3.03
|
Successor
Subservicers
|
|
Section
3.04
|
Liability
of the Servicers
|
|
Section
3.05
|
No
Contractual Relationship between Subservicers and the
Trustee
|
|
Section
3.06
|
Assumption
or Termination of Subservicing Agreements by Trustee
|
|
Section
3.07
|
Collection
of Certain Mortgage Loan Payments
|
|
Section
3.08
|
Subservicing
Accounts
|
|
Section
3.09
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts
|
|
Section
3.10
|
Collection
Accounts
|
|
Section
3.11
|
Withdrawals
from the Collection Accounts
|
|
Section
3.12
|
Investment
of Funds in the Collection Accounts and the Distribution
Account
|
|
Section
3.13
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage
|
|
Section
3.14
|
Enforcement
of “Due-on-Sale” Clauses; Assumption Agreements
|
|
Section
3.15
|
Realization
upon Defaulted Mortgage Loans
|
|
Section
3.16
|
Release
of Mortgage Files
|
|
Section
3.17
|
Title,
Conservation and Disposition of REO Property
|
|
Section
3.18
|
Notification
of Adjustments
|
|
Section
3.19
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans
|
|
Section
3.20
|
Documents,
Records and Funds in Possession of the Servicers to Be Held for the
Trustee
|
|
Section
3.21
|
Servicing
Compensation
|
|
Section
3.22
|
Annual
Statement as to Compliance
|
|
Section
3.23
|
Annual
Reports on Assessment of Compliance with Servicing Criteria; Annual
Independent Public Accountants’ Attestation Report
|
|
Section
3.24
|
Trustee
to Act as Servicer
|
|
Section
3.25
|
Compensating
Interest
|
|
Section
3.26
|
Credit
Reporting; Xxxxx-Xxxxx-Xxxxxx Act
|
ARTICLE
IV
DISTRIBUTIONS
AND ADVANCES BY THE SERVICERS
|
Section
4.01
|
Advances
|
|
Section
4.02
|
Priorities
of Distribution
|
|
Section
4.03
|
Monthly
Statements to Certificateholders
|
|
Section
4.04
|
Certain
Matters Relating to the Determination of LIBOR
|
|
Section
4.05
|
Allocation
of Applied Realized Loss Amounts
|
|
Section
4.06
|
Swap
Account
|
ARTICLE
V
THE
CERTIFICATES
|
Section
5.01
|
The
Certificates
|
|
Section
5.02
|
Certificate
Register; 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
|
Access
to List of Certificateholders’ Names and Addresses
|
|
Section
5.06
|
Maintenance
of Office or Agency
|
ARTICLE
VI
THE
DEPOSITOR AND THE SERVICERS
|
Section
6.01
|
Respective
Liabilities of the Depositor and the Servicers
|
|
Section
6.02
|
Merger
or Consolidation of the Depositor or a Servicer
|
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Servicers and Others
|
|
Section
6.04
|
Limitation
on Resignation of a Servicer
|
|
Section
6.05
|
Additional
Indemnification by the Servicers; Third Party
Claims
|
ARTICLE
VII
DEFAULT
|
Section
7.01
|
Events
of Default
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor
|
|
Section
7.03
|
Notification
to Certificateholders
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE
|
Section
8.01
|
Duties
of the Trustee
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee
|
|
Section
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans
|
|
Section
8.04
|
Trustee
May Own Certificates
|
|
Section
8.05
|
Trustee’s
Fees and Expenses
|
|
Section
8.06
|
Eligibility
Requirements for the Trustee
|
|
Section
8.07
|
Resignation
and Removal of the Trustee
|
|
Section
8.08
|
Successor
Trustee
|
|
Section
8.09
|
Merger
or Consolidation of the Trustee
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee
|
|
Section
8.11
|
Tax
Matters
|
|
Section
8.12
|
Periodic
Filings
|
|
Section
8.13
|
Tax
Treatment of Swap Payments and Swap Termination
Payments
|
|
Section
8.14
|
Distributions
on the REMIC Regular Interests
|
|
Section
8.15
|
Certain
Interest Shortfalls on the REMIC Regular Interests.
|
|
Section
8.16
|
Allocation
of Realized Losses to the REMIC Regular Interests.
|
ARTICLE
IX
TERMINATION
|
Section
9.01
|
Termination
upon Liquidation or Purchase of the Mortgage Loans
|
|
Section
9.02
|
Final
Distribution on the Certificates
|
|
Section
9.03
|
Additional
Termination Requirements
|
ARTICLE
X
MISCELLANEOUS
PROVISIONS
|
Section
10.01
|
Amendment
|
|
Section
10.02
|
Recordation
of Agreement; Counterparts
|
|
Section
10.03
|
Governing
Law
|
|
Section
10.04
|
Intention
of Parties
|
|
Section
10.05
|
Notices
|
|
Section
10.06
|
Severability
of Provisions
|
|
Section
10.07
|
Assignment;
Sales; Advance Facilities
|
|
Section
10.08
|
Limitation
on Rights of Certificateholders
|
|
Section
10.09
|
Inspection
and Audit Rights
|
|
Section
10.10
|
Certificates
Nonassessable and Fully Paid
|
|
Section
10.11
|
Rule
of Construction
|
|
Section
10.12
|
Waiver
of Jury Trial
|
|
Section
10.13
|
Rights
of the Swap Provider
|
|
Section
10.14
|
Regulation
AB Compliance; Intent of the Parties; Reasonableness.
|
SCHEDULES
|
Schedule I
|
Mortgage
Loan Schedule
|
|
Schedule II
|
Representations
and Warranties of HomEq Servicing Corporation, as
Servicer
|
|
Schedule III
|
Representations
and Warranties of the Responsible Party as to the Mortgage
Loans
|
|
Schedule IV
|
Representations
and Warranties of the Responsible Party as to the Responsible
Party
|
|
Schedule V
|
Representations
and Warranties of Xxxxxx Xxxxxxx ABS Capital I Inc. as to the
Mortgage Loans
|
|
Schedule VI
|
Representations
and Warranties of Xxxxx Fargo Bank, N.A., as
Servicer
|
EXHIBITS
|
Exhibit A
|
Form
of Class A, Class M and Class B
Certificate
|
|
Exhibit B
|
Form
of Class P Certificate
|
|
Exhibit C
|
Form
of Class R Certificate
|
|
Exhibit D
|
Form
of Class X Certificate
|
|
Exhibit E
|
Form
of Initial Certification of Trustee
|
|
Exhibit F
|
Form
of Document Certification and Exception Report of
Trustee
|
|
Exhibit G
|
Form
of Residual Transfer Affidavit
|
|
Exhibit H
|
Form
of Transferor Certificate
|
|
Exhibit I
|
Form
of Rule 144A Letter
|
|
Exhibit J
|
Form
of Request for Release
|
|
Exhibit K
|
Form
of Contents for Each Mortgage File
|
|
Exhibit L
|
Form
of Certification to be provided with Form 10-K
|
|
Exhibit M
|
Form
of Certification to be provided by the Trustee to be provided to
Depositor
|
|
Exhibit N
|
Form
of Certification of the Servicer to be provided by the applicable
Servicer
to Depositor
|
|
Exhibit O
|
Form
of Servicer Power of Attorney
|
|
Exhibit P
|
Servicing
Criteria
|
|
Exhibit
Q
|
Additional
Form 10-D Disclosure
|
|
Exhibit
R
|
Additional
Form 10-K Disclosure
|
|
Exhibit
S
|
Form
8-K Disclosure Information
|
|
Exhibit
T
|
Interest
Rate Swap Agreement
|
|
Exhibit U
|
Purchase
Agreement
|
|
Exhibit V
|
Form
of Additional Disclosure
Notification
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of April 1, 2006, among XXXXXX
XXXXXXX ABS CAPITAL I INC., a Delaware corporation, as depositor (the
“Depositor”),
XXXXX
FARGO BANK, N.A., a national banking association (“Xxxxx
Fargo”),
HOMEQ
SERVICING CORPORATION, a New Jersey corporation (“HomEq”
and
together with Xxxxx Fargo, the “Servicers”),
NC
CAPITAL CORPORATION, a California corporation, as responsible party (the
“Responsible
Party”),
and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
(the “Trustee”).
W
I T
N E S S E T H:
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Trust Fund (exclusive of the Excess Reserve Fund
Account and, for the avoidance of doubt, the Supplemental Interest Trust and
the
Swap Agreement) as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC I”. The Class R-I Interest will
represent the sole class of “residual interests” in REMIC I for purposes of the
REMIC Provisions.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests. None
of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I Pass-Through
Rate
|
Initial
Certificate Principal
Balance
|
Assumed
Final Maturity
Date(1)
|
|
|
I
|
(2)
|
$
|
21,405,509.89
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
9,662,722.28
|
March
25, 2036
|
|
I-1-B
|
(2)
|
$
|
9,662,722.28
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
9,274,129.56
|
March
25, 2036
|
|
I-2-B
|
(2)
|
$
|
9,274,129.56
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
8,991,429.76
|
March
25, 2036
|
|
I-3-B
|
(2)
|
$
|
8,991,429.76
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
8,723,072.45
|
March
25, 2036
|
|
I-4-B
|
(2)
|
$
|
8,723,072.45
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
8,467,805.02
|
March
25, 2036
|
|
I-5-B
|
(2)
|
$
|
8,467,805.02
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
8,224,415.76
|
March
25, 2036
|
|
I-6-B
|
(2)
|
$
|
8,224,415.76
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
7,991,736.83
|
March
25, 2036
|
|
I-7-B
|
(2)
|
$
|
7,991,736.83
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
7,768,646.89
|
March
25, 2036
|
|
I-8-B
|
(2)
|
$
|
7,768,646.89
|
Xxxxx
00, 0000
|
|
X-0-X
|
(2)
|
$
|
7,554,074.19
|
March
25, 2036
|
|
I-9-B
|
(2)
|
$
|
7,554,074.19
|
March
25, 2036
|
|
I-10-A
|
(2)
|
$
|
7,346,999.61
|
March
25, 2036
|
|
I-10-B
|
(2)
|
$
|
7,346,999.61
|
March
25, 2036
|
|
I-11-A
|
(2)
|
$
|
7,146,459.54
|
March
25, 2036
|
|
I-11-B
|
(2)
|
$
|
7,146,459.54
|
March
25, 2036
|
|
I-12-A
|
(2)
|
$
|
6,951,489.14
|
March
25, 2036
|
|
I-12-B
|
(2)
|
$
|
6,951,489.14
|
March
25, 2036
|
|
I-13-A
|
(2)
|
$
|
6,692,359.76
|
March
25, 2036
|
|
I-13-B
|
(2)
|
$
|
6,692,359.76
|
March
25, 2036
|
|
I-14-A
|
(2)
|
$
|
6,408,033.00
|
March
25, 2036
|
|
I-14-B
|
(2)
|
$
|
6,408,033.00
|
March
25, 2036
|
|
I-15-A
|
(2)
|
$
|
6,135,874.44
|
March
25, 2036
|
|
I-15-B
|
(2)
|
$
|
6,135,874.44
|
March
25, 2036
|
|
I-16-A
|
(2)
|
$
|
5,875,359.95
|
March
25, 2036
|
|
I-16-B
|
(2)
|
$
|
5,875,359.95
|
March
25, 2036
|
|
I-17-A
|
(2)
|
$
|
5,625,988.04
|
March
25, 2036
|
|
I-17-B
|
(2)
|
$
|
5,625,988.04
|
March
25, 2036
|
|
I-18-A
|
(2)
|
$
|
5,387,277.68
|
March
25, 2036
|
|
I-18-B
|
(2)
|
$
|
5,387,277.68
|
March
25, 2036
|
|
I-19-A
|
(2)
|
$
|
5,158,772.59
|
March
25, 2036
|
|
I-19-B
|
(2)
|
$
|
5,158,772.59
|
March
25, 2036
|
|
I-20-A
|
(2)
|
$
|
5,304,067.73
|
March
25, 2036
|
|
I-20-B
|
(2)
|
$
|
5,304,067.73
|
March
25, 2036
|
|
I-21-A
|
(2)
|
$
|
64,800,204.40
|
March
25, 2036
|
|
I-21-B
|
(2)
|
$
|
64,800,204.40
|
March
25, 2036
|
|
I-22-A
|
(2)
|
$
|
1,824,296.59
|
March
25, 2036
|
|
I-22-B
|
(2)
|
$
|
1,824,296.59
|
March
25, 2036
|
|
I-23-A
|
(2)
|
$
|
1,753,383.93
|
March
25, 2036
|
|
I-23-B
|
(2)
|
$
|
1,753,383.93
|
March
25, 2036
|
|
I-24-A
|
(2)
|
$
|
1,685,259.13
|
March
25, 2036
|
|
I-24-B
|
(2)
|
$
|
1,685,259.13
|
March
25, 2036
|
|
I-25-A
|
(2)
|
$
|
1,619,810.71
|
March
25, 2036
|
|
I-25-B
|
(2)
|
$
|
1,619,810.71
|
March
25, 2036
|
|
I-26-A
|
(2)
|
$
|
1,556,932.45
|
March
25, 2036
|
|
I-26-B
|
(2)
|
$
|
1,556,932.45
|
March
25, 2036
|
|
I-27-A
|
(2)
|
$
|
1,496,522.40
|
March
25, 2036
|
|
I-27-B
|
(2)
|
$
|
1,496,522.40
|
March
25, 2036
|
|
I-28-A
|
(2)
|
$
|
1,438,608.23
|
March
25, 2036
|
|
I-28-B
|
(2)
|
$
|
1,438,608.23
|
March
25, 2036
|
|
I-29-A
|
(2)
|
$
|
1,382,833.08
|
March
25, 2036
|
|
I-29-B
|
(2)
|
$
|
1,382,833.08
|
March
25, 2036
|
|
I-30-A
|
(2)
|
$
|
1,329,244.24
|
March
25, 2036
|
|
I-30-B
|
(2)
|
$
|
1,329,244.24
|
March
25, 2036
|
|
I-31-A
|
(2)
|
$
|
1,309,579.59
|
March
25, 2036
|
|
I-31-B
|
(2)
|
$
|
1,309,579.59
|
March
25, 2036
|
|
I-32-A
|
(2)
|
$
|
11,120,748.39
|
March
25, 2036
|
|
I-32-B
|
(2)
|
$
|
11,120,748.39
|
March
25, 2036
|
|
I-33-A
|
(2)
|
$
|
1,818,941.13
|
March
25, 2036
|
|
I-33-B
|
(2)
|
$
|
1,818,941.13
|
March
25, 2036
|
|
I-34-A
|
(2)
|
$
|
660,786.94
|
March
25, 2036
|
|
I-34-B
|
(2)
|
$
|
660,786.94
|
March
25, 2036
|
|
I-35-A
|
(2)
|
$
|
638,154.17
|
March
25, 2036
|
|
I-35-B
|
(2)
|
$
|
638,154.17
|
March
25, 2036
|
|
I-36-A
|
(2)
|
$
|
616,285.14
|
March
25, 2036
|
|
I-36-B
|
(2)
|
$
|
616,285.14
|
March
25, 2036
|
|
I-37-A
|
(2)
|
$
|
595,154.53
|
March
25, 2036
|
|
I-37-B
|
(2)
|
$
|
595,154.53
|
March
25, 2036
|
|
I-38-A
|
(2)
|
$
|
574,737.89
|
March
25, 2036
|
|
I-38-B
|
(2)
|
$
|
574,737.89
|
March
25, 2036
|
|
I-39-A
|
(2)
|
$
|
555,041.95
|
March
25, 2036
|
|
I-39-B
|
(2)
|
$
|
555,041.95
|
March
25, 2036
|
|
I-40-A
|
(2)
|
$
|
535,984.05
|
March
25, 2036
|
|
I-40-B
|
(2)
|
$
|
535,984.05
|
March
25, 2036
|
|
I-41-A
|
(2)
|
$
|
517,567.30
|
March
25, 2036
|
|
I-41-B
|
(2)
|
$
|
517,567.30
|
March
25, 2036
|
|
I-42-A
|
(2)
|
$
|
499,774.42
|
March
25, 2036
|
|
I-42-B
|
(2)
|
$
|
499,774.42
|
March
25, 2036
|
|
I-43-A
|
(2)
|
$
|
482,584.61
|
March
25, 2036
|
|
I-43-B
|
(2)
|
$
|
482,584.61
|
March
25, 2036
|
|
I-44-A
|
(2)
|
$
|
465,977.80
|
March
25, 2036
|
|
I-44-B
|
(2)
|
$
|
465,977.80
|
March
25, 2036
|
|
I-45-A
|
(2)
|
$
|
449,940.41
|
March
25, 2036
|
|
I-45-B
|
(2)
|
$
|
449,940.41
|
March
25, 2036
|
|
I-46-A
|
(2)
|
$
|
434,442.60
|
March
25, 2036
|
|
I-46-B
|
(2)
|
$
|
434,442.60
|
March
25, 2036
|
|
I-47-A
|
(2)
|
$
|
419,470.01
|
March
25, 2036
|
|
I-47-B
|
(2)
|
$
|
419,470.01
|
March
25, 2036
|
|
I-48-A
|
(2)
|
$
|
405,006.41
|
March
25, 2036
|
|
I-48-B
|
(2)
|
$
|
405,006.41
|
March
25, 2036
|
|
I-49-A
|
(2)
|
$
|
391,034.77
|
March
25, 2036
|
|
I-49-B
|
(2)
|
$
|
391,034.77
|
March
25, 2036
|
|
I-50-A
|
(2)
|
$
|
377,538.61
|
March
25, 2036
|
|
I-50-B
|
(2)
|
$
|
377,538.61
|
March
25, 2036
|
|
I-51-A
|
(2)
|
$
|
364,502.03
|
March
25, 2036
|
|
I-51-B
|
(2)
|
$
|
364,502.03
|
March
25, 2036
|
|
I-52-A
|
(2)
|
$
|
351,909.60
|
March
25, 2036
|
|
I-52-B
|
(2)
|
$
|
351,909.60
|
March
25, 2036
|
|
I-53-A
|
(2)
|
$
|
339,746.43
|
March
25, 2036
|
|
I-53-B
|
(2)
|
$
|
339,746.43
|
March
25, 2036
|
|
I-54-A
|
(2)
|
$
|
327,998.09
|
March
25, 2036
|
|
I-54-B
|
(2)
|
$
|
327,998.09
|
March
25, 2036
|
|
I-55-A
|
(2)
|
$
|
9,035,611.47
|
March
25, 2036
|
|
I-55-B
|
(2)
|
$
|
9,035,611.47
|
March
25, 2036
|
|
II
|
(2)
|
$
|
34,735,220.17
|
March
25, 2036
|
|
II-1-A
|
(2)
|
$
|
15,679,851.57
|
March
25, 2036
|
|
II-1-B
|
(2)
|
$
|
15,679,851.57
|
March
25, 2036
|
|
II-2-A
|
(2)
|
$
|
15,049,276.04
|
March
25, 2036
|
|
II-2-B
|
(2)
|
$
|
15,049,276.04
|
March
25, 2036
|
|
II-3-A
|
(2)
|
$
|
14,590,534.64
|
March
25, 2036
|
|
II-3-B
|
(2)
|
$
|
14,590,534.64
|
March
25, 2036
|
|
II-4-A
|
(2)
|
$
|
14,155,067.00
|
March
25, 2036
|
|
II-4-B
|
(2)
|
$
|
14,155,067.00
|
March
25, 2036
|
|
II-5-A
|
(2)
|
$
|
13,740,840.53
|
March
25, 2036
|
|
II-5-B
|
(2)
|
$
|
13,740,840.53
|
March
25, 2036
|
|
II-6-A
|
(2)
|
$
|
13,345,888.94
|
March
25, 2036
|
|
II-6-B
|
(2)
|
$
|
13,345,888.94
|
March
25, 2036
|
|
II-7-A
|
(2)
|
$
|
12,968,317.17
|
March
25, 2036
|
|
II-7-B
|
(2)
|
$
|
12,968,317.17
|
March
25, 2036
|
|
II-8-A
|
(2)
|
$
|
12,606,305.61
|
March
25, 2036
|
|
II-8-B
|
(2)
|
$
|
12,606,305.61
|
March
25, 2036
|
|
II-9-A
|
(2)
|
$
|
12,258,115.11
|
March
25, 2036
|
|
II-9-B
|
(2)
|
$
|
12,258,115.11
|
March
25, 2036
|
|
II-10-A
|
(2)
|
$
|
11,922,091.94
|
March
25, 2036
|
|
II-10-B
|
(2)
|
$
|
11,922,091.94
|
March
25, 2036
|
|
II-11-A
|
(2)
|
$
|
11,596,672.41
|
March
25, 2036
|
|
II-11-B
|
(2)
|
$
|
11,596,672.41
|
March
25, 2036
|
|
II-12-A
|
(2)
|
$
|
11,280,290.86
|
March
25, 2036
|
|
II-12-B
|
(2)
|
$
|
11,280,290.86
|
March
25, 2036
|
|
II-13-A
|
(2)
|
$
|
10,859,797.54
|
March
25, 2036
|
|
II-13-B
|
(2)
|
$
|
10,859,797.54
|
March
25, 2036
|
|
II-14-A
|
(2)
|
$
|
10,398,416.05
|
March
25, 2036
|
|
II-14-B
|
(2)
|
$
|
10,398,416.05
|
March
25, 2036
|
|
II-15-A
|
(2)
|
$
|
9,956,780.06
|
March
25, 2036
|
|
II-15-B
|
(2)
|
$
|
9,956,780.06
|
March
25, 2036
|
|
II-16-A
|
(2)
|
$
|
9,534,039.10
|
March
25, 2036
|
|
II-16-B
|
(2)
|
$
|
9,534,039.10
|
March
25, 2036
|
|
II-17-A
|
(2)
|
$
|
9,129,379.36
|
March
25, 2036
|
|
II-17-B
|
(2)
|
$
|
9,129,379.36
|
March
25, 2036
|
|
II-18-A
|
(2)
|
$
|
8,742,020.32
|
March
25, 2036
|
|
II-18-B
|
(2)
|
$
|
8,742,020.32
|
March
25, 2036
|
|
II-19-A
|
(2)
|
$
|
8,371,221.51
|
March
25, 2036
|
|
II-19-B
|
(2)
|
$
|
8,371,221.51
|
March
25, 2036
|
|
II-20-A
|
(2)
|
$
|
8,606,994.22
|
March
25, 2036
|
|
II-20-B
|
(2)
|
$
|
8,606,994.22
|
March
25, 2036
|
|
II-21-A
|
(2)
|
$
|
105,152,311.90
|
March
25, 2036
|
|
II-21-B
|
(2)
|
$
|
105,152,311.90
|
March
25, 2036
|
|
II-22-A
|
(2)
|
$
|
2,960,314.81
|
March
25, 2036
|
|
II-22-B
|
(2)
|
$
|
2,960,314.81
|
March
25, 2036
|
|
II-23-A
|
(2)
|
$
|
2,845,243.72
|
March
25, 2036
|
|
II-23-B
|
(2)
|
$
|
2,845,243.72
|
March
25, 2036
|
|
II-24-A
|
(2)
|
$
|
2,734,696.52
|
March
25, 2036
|
|
II-24-B
|
(2)
|
$
|
2,734,696.52
|
March
25, 2036
|
|
II-25-A
|
(2)
|
$
|
2,628,492.34
|
March
25, 2036
|
|
II-25-B
|
(2)
|
$
|
2,628,492.34
|
March
25, 2036
|
|
II-26-A
|
(2)
|
$
|
2,526,458.80
|
March
25, 2036
|
|
II-26-B
|
(2)
|
$
|
2,526,458.80
|
March
25, 2036
|
|
II-27-A
|
(2)
|
$
|
2,428,430.45
|
March
25, 2036
|
|
II-27-B
|
(2)
|
$
|
2,428,430.45
|
March
25, 2036
|
|
II-28-A
|
(2)
|
$
|
2,334,452.22
|
March
25, 2036
|
|
II-28-B
|
(2)
|
$
|
2,334,452.22
|
March
25, 2036
|
|
II-29-A
|
(2)
|
$
|
2,243,945.02
|
March
25, 2036
|
|
II-29-B
|
(2)
|
$
|
2,243,945.02
|
March
25, 2036
|
|
II-30-A
|
(2)
|
$
|
2,156,985.56
|
March
25, 2036
|
|
II-30-B
|
(2)
|
$
|
2,156,985.56
|
March
25, 2036
|
|
II-31-A
|
(2)
|
$
|
2,125,075.41
|
March
25, 2036
|
|
II-31-B
|
(2)
|
$
|
2,125,075.41
|
March
25, 2036
|
|
II-32-A
|
(2)
|
$
|
18,045,813.51
|
March
25, 2036
|
|
II-32-B
|
(2)
|
$
|
18,045,813.51
|
March
25, 2036
|
|
II-33-A
|
(2)
|
$
|
2,951,624.42
|
March
25, 2036
|
|
II-33-B
|
(2)
|
$
|
2,951,624.42
|
March
25, 2036
|
|
II-34-A
|
(2)
|
$
|
1,072,269.36
|
March
25, 2036
|
|
II-34-B
|
(2)
|
$
|
1,072,269.36
|
March
25, 2036
|
|
II-35-A
|
(2)
|
$
|
1,035,542.83
|
March
25, 2036
|
|
II-35-B
|
(2)
|
$
|
1,035,542.83
|
March
25, 2036
|
|
II-36-A
|
(2)
|
$
|
1,000,055.61
|
March
25, 2036
|
|
II-36-B
|
(2)
|
$
|
1,000,055.61
|
March
25, 2036
|
|
II-37-A
|
(2)
|
$
|
965,766.62
|
March
25, 2036
|
|
II-37-B
|
(2)
|
$
|
965,766.62
|
March
25, 2036
|
|
II-38-A
|
(2)
|
$
|
932,636.21
|
March
25, 2036
|
|
II-38-B
|
(2)
|
$
|
932,636.21
|
March
25, 2036
|
|
II-39-A
|
(2)
|
$
|
900,675.30
|
March
25, 2036
|
|
II-39-B
|
(2)
|
$
|
900,675.30
|
March
25, 2036
|
|
II-40-A
|
(2)
|
$
|
869,749.75
|
March
25, 2036
|
|
II-40-B
|
(2)
|
$
|
869,749.75
|
March
25, 2036
|
|
II-41-A
|
(2)
|
$
|
839,864.60
|
March
25, 2036
|
|
II-41-B
|
(2)
|
$
|
839,864.60
|
March
25, 2036
|
|
II-42-A
|
(2)
|
$
|
810,991.83
|
March
25, 2036
|
|
II-42-B
|
(2)
|
$
|
810,991.83
|
March
25, 2036
|
|
II-43-A
|
(2)
|
$
|
783,097.64
|
March
25, 2036
|
|
II-43-B
|
(2)
|
$
|
783,097.64
|
March
25, 2036
|
|
II-44-A
|
(2)
|
$
|
756,149.50
|
March
25, 2036
|
|
II-44-B
|
(2)
|
$
|
756,149.50
|
March
25, 2036
|
|
II-45-A
|
(2)
|
$
|
730,125.39
|
March
25, 2036
|
|
II-45-B
|
(2)
|
$
|
730,125.39
|
March
25, 2036
|
|
II-46-A
|
(2)
|
$
|
704,976.85
|
March
25, 2036
|
|
II-46-B
|
(2)
|
$
|
704,976.85
|
March
25, 2036
|
|
II-47-A
|
(2)
|
$
|
680,680.59
|
March
25, 2036
|
|
II-47-B
|
(2)
|
$
|
680,680.59
|
March
25, 2036
|
|
II-48-A
|
(2)
|
$
|
657,210.29
|
March
25, 2036
|
|
II-48-B
|
(2)
|
$
|
657,210.29
|
March
25, 2036
|
|
II-49-A
|
(2)
|
$
|
634,538.28
|
March
25, 2036
|
|
II-49-B
|
(2)
|
$
|
634,538.28
|
March
25, 2036
|
|
II-50-A
|
(2)
|
$
|
612,637.84
|
March
25, 2036
|
|
II-50-B
|
(2)
|
$
|
612,637.84
|
March
25, 2036
|
|
II-51-A
|
(2)
|
$
|
591,483.17
|
March
25, 2036
|
|
II-51-B
|
(2)
|
$
|
591,483.17
|
March
25, 2036
|
|
II-52-A
|
(2)
|
$
|
571,049.25
|
March
25, 2036
|
|
II-52-B
|
(2)
|
$
|
571,049.25
|
March
25, 2036
|
|
II-53-A
|
(2)
|
$
|
551,311.87
|
March
25, 2036
|
|
II-53-B
|
(2)
|
$
|
551,311.87
|
March
25, 2036
|
|
II-54-A
|
(2)
|
$
|
532,247.66
|
March
25, 2036
|
|
II-54-B
|
(2)
|
$
|
532,247.66
|
March
25, 2036
|
|
II-55-A
|
(2)
|
$
|
14,662,228.98
|
March
25, 2036
|
|
II-55-B
|
(2)
|
$
|
14,662,228.98
|
March
25, 2036
|
|
P
|
(3)
|
$
|
100.00
|
March
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
|
(3)
|
The
REMIC I Regular Interest LT-P will not be entitled to distributions
of
interest.
|
REMIC
II
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the REMIC I Regular Interest) for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II.”
The R-II Interest will represent the sole class of “residual interests” in REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
Initial Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests. None of the REMIC II
Regular Interests will be certificated.
|
|
Uncertificated
REMIC
II Pass-Through
Rate
|
Initial
Uncertificated Principal
Balance
|
Assumed
Final Distribution
Date(1)
|
|
|
LT-AA
|
(2)
|
$
|
687,722,572.29
|
March
25, 2036
|
|
LT-A1
|
(2)
|
$
|
2,133,350.00
|
Xxxxx
00, 0000
|
|
XX-X0x
|
(2)
|
$
|
1,703,000.00
|
Xxxxx
00, 0000
|
|
XX-X0x
|
(2)
|
$
|
524,000.00
|
March
25, 2036
|
|
LT-A2c
|
(2)
|
$
|
748,125.00
|
March
25, 2036
|
|
LT-A2d
|
(2)
|
$
|
488,025.00
|
March
25, 2036
|
|
LT-M1
|
(2)
|
$
|
270,175.00
|
March
25, 2036
|
|
LT-M2
|
(2)
|
$
|
224,560.00
|
March
25, 2036
|
|
LT-M3
|
(2)
|
$
|
126,315.00
|
March
25, 2036
|
|
LT-M4
|
(2)
|
$
|
112,280.00
|
March
25, 2036
|
|
LT-M5
|
(2)
|
$
|
108,770.00
|
March
25, 2036
|
|
LT-M6
|
(2)
|
$
|
101,755.00
|
March
25, 2036
|
|
LT-B1
|
(2)
|
$
|
94,735.00
|
March
25, 2036
|
|
LT-B2
|
(2)
|
$
|
80,700.00
|
March
25, 2036
|
|
LT-B3
|
(2)
|
$
|
70,175.00
|
March
25, 2036
|
|
LT-ZZ
|
(2)
|
$
|
7,249,189.54
|
Xxxxx
00, 0000
|
|
XX-XX
|
(2)
|
(4)
|
Xxxxx
00, 0000
|
|
|
XX-X
|
(3)
|
$
|
100.00
|
March
25, 2036
|
|
LT-1SUB
|
(2)
|
$
|
10,846.82
|
Xxxxx
00, 0000
|
|
XX-0XXX
|
(2)
|
$
|
53,513.83
|
March
25, 2036
|
|
LT-2SUB
|
(2)
|
$
|
17,574.73
|
Xxxxx
00, 0000
|
|
XX-0XXX
|
(2)
|
$
|
86,837.73
|
March
25, 2036
|
|
LT-XX
|
(2)
|
$
|
701,588,953.73
|
March
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
The
REMIC II Regular Interest LT-P will not be entitled to distributions
of
interest.
|
|
(4)
|
REMIC
II Regular Interest LT-IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount,
as defined herein.
|
REMIC
III
As
provided herein, the Trustee will make an election 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 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 Class designation, Pass-Through Rate and
Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the “regular interests” in REMIC III created
hereunder:
|
Class
Designation
|
Initial
Certificate Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
|
Class
A-1
|
$
|
426,670,000.00
|
(2)
|
March
25, 2036
|
|
Class
A-2a
|
$
|
340,600,000.00
|
(2)
|
March
25, 2036
|
|
Class
A-2b
|
$
|
104,800,000.00
|
(2)
|
March
25, 2036
|
|
Class
A-2c
|
$
|
149,625,000.00
|
(2)
|
March
25, 2036
|
|
Class
A-2d
|
$
|
97,605,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-1
|
$
|
54,035,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-2
|
$
|
44,912,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-3
|
$
|
25,263,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-4
|
$
|
22,456,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-5
|
$
|
21,754,000.00
|
(2)
|
March
25, 2036
|
|
Class
M-6
|
$
|
20,351,000.00
|
(2)
|
March
25, 2036
|
|
Class
B-1
|
$
|
18,947,000.00
|
(2)
|
March
25, 2036
|
|
Class
B-2
|
$
|
16,140,000.00
|
(2)
|
March
25, 2036
|
|
Class
B-3
|
$
|
14,035,000.00
|
(2)
|
March
25, 2036
|
|
Class
X(3)
|
$
|
46,322,453.66
|
(2)
|
March
25, 2036
|
|
Class
P
|
$
|
100.00
|
N/A(4)
|
March
25, 2036
|
|
Class
IO Interest
|
(5)
|
(6)
|
March
25, 2036
|
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class X Certificates will not accrue interest on their Certificate
Principal Balance, but will accrue interest at the Class X Pass-Through
Rate on the Certificate Notional Balance of the Class X Certificates
outstanding from time to time which shall equal the aggregate of
the
Uncertificated Principal Balances of the REMIC II Regular Interests
(other
than REMIC II Regular Interest LT-P).
|
|
(4)
|
The
Class P Certificates will not be entitled to distributions of
interest.
|
|
(5)
|
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 LT-IO.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
The
minimum denomination for each Class of Certificates, other than the Class P,
Class R and the Class X Certificates, will be $25,000 with integral
multiples of $1 in excess thereof. The minimum denomination for the Class P
and the Class X Certificates will each be a 1% Percentage Interest in such
Class. The Class R Certificate will represent a 100% Percentage Interest in
such Class.
It
is
expected that each Class of Certificates will receive its final distribution
of
principal and interest on or prior to the Final Scheduled Distribution
Date.
Set
forth
below are designations of Classes of Certificates to the categories used
herein:
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Physical
Certificates.
|
|
Class A
Certificates
|
Class A-1,
Class A-2a, Class A-2b, Class A-2c and Class
A-2d.
|
|
Delay
Certificates
|
None.
|
ERISA-Restricted
|
Certificates
|
Class R
Certificates, Class P Certificates and Class X Certificates; any
certificate with a rating below the lowest applicable permitted rating
under the Underwriters’ Exemption.
|
|
Non-Delay
Certificates
|
Class A,
Class X and Subordinated
Certificates.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Physical
Certificates
|
Class P,
Class X and Class R
Certificates.
|
|
Private
Certificates
|
Class P,
Class X and Class R
Certificates.
|
|
Rating
Agencies
|
Xxxxx’x,
Fitch and Standard & Poor’s.
|
|
Regular
Certificates
|
All
Classes of Certificates other than the Class P and Class R
Certificates.
|
|
Residual
Certificates
|
Class R
Certificates.
|
|
Subordinated
Certificates
|
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class B-1, Class B-2 and Class B-3
Certificates.
|
ARTICLE
I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
“Accepted
Servicing Practices”:
With
respect to any Mortgage Loan, those mortgage servicing practices set forth
in
Section 3.01(a) of this Agreement.
“Account”:
Any of the Collection Accounts, the Distribution Account, any Escrow Account,
the Excess Reserve Fund Account or the Swap Account. Each Account shall be
an
Eligible Account.
“Accrued
Certificate Interest Distribution Amount”: With respect to any Distribution Date
for each Class of Offered Certificates, the amount of interest accrued during
the related Interest Accrual Period at the applicable Pass-Through Rate on
the
related Class Certificate Balance immediately prior to such Distribution Date,
as reduced by such Class’s share of Net Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls for such Distribution Date allocated to such
Class pursuant to Section 4.02.
“Adjustable
Rate Mortgage Loan”: An adjustable rate Mortgage Loan.
“Adjusted
Net Mortgage Rate”: As to each Mortgage Loan and at any time, the per annum rate
equal to the Mortgage Rate less the Expense Fee Rate.
“Adjustment
Date”: As to any Adjustable Rate Mortgage Loan, the first Due Date on which the
related Mortgage Rate adjusts as set forth in the related Mortgage Note and
each
Due Date thereafter on which the Mortgage Rate adjusts as set forth in the
related Mortgage Note.
“Advance”:
Any P&I Advance or Servicing Advance.
“Advance
Facility”: A financing or other facility as described in
Section 10.07.
“Advancing
Person”: The Person to whom any Servicer’s rights under this Agreement to be
reimbursed for any P&I Advances or Servicing Advances have been assigned
pursuant to Section 10.07.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such first Person. For the purposes of this definition,
“control” 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 or supplements
hereto.
“Amount
Held for Future Distribution”: As to the Certificates on any Distribution Date,
the aggregate amount held in each Collection Account at the close of business
on
the related Determination Date on account of (i) Principal Prepayments,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds on the
Mortgage Loans received after the end of the related Prepayment Period and
(ii) all Scheduled Payments on the Mortgage Loans due after the end of the
related Due Period.
“Analytics
Company”:
Intex
Solutions, Inc., or any other bond analytics service provider identified to
the
Trustee by the Depositor.
“Applied
Realized Loss Amount”: With respect to any Distribution Date, the amount, if
any, by which the aggregate Class Certificate Balance of the Offered
Certificates after distributions of principal on such Distribution Date exceeds
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.
“Appraised
Value”: The value set forth in an appraisal made in connection with the
origination of the related Mortgage Loan as the value of the Mortgaged
Property.
“Assignment
of Mortgage”: An assignment of the Mortgage, notice of transfer or equivalent
instrument in recordable form (other than the assignee’s name and recording
information not yet returned from the recording office), reflecting the sale
of
the Mortgage to the Trustee.
“Available
Funds”: With respect to any Distribution Date and the Mortgage Loans to the
extent received by the Trustee (x) the sum of (i) all scheduled
installments of interest (net of the related Expense Fees) and principal due
on
the Due Date on such Mortgage Loans in the related Due Period and received
by
the Servicers on or prior to the related Determination Date, together with
any
P&I Advances in respect thereof; (ii) all Condemnation Proceeds,
Insurance Proceeds and Liquidation Proceeds received by the Servicers during
the
related Prepayment Period (in each case, net of unreimbursed expenses incurred
in connection with a liquidation or foreclosure and unreimbursed Advances,
if
any); (iii) all partial or full prepayments on the Mortgage Loans received
by the Servicers during the related Prepayment Period together with all
Compensating Interest, if applicable, thereon (excluding any Prepayment
Charges); (iv) all Substitution Adjustment Amounts with respect to the
substitutions of Mortgage Loans that occur with respect to such Distribution
Date; (v) amounts received with respect to such Distribution Date as the
Repurchase Price in respect of a Mortgage Loan repurchased by the Responsible
Party with respect to such Distribution Date; (vi) the proceeds received
with respect to the termination of the Trust Fund pursuant to clause (a) of
Section 9.01; and (vii) the Closing Date Deposit Amount; reduced by
(y) amounts in reimbursement for Advances previously made with respect to
the Mortgage Loans and other amounts as to which the Servicers, the Depositor
or
the Trustee are entitled to be paid or reimbursed pursuant to this
Agreement.
“Balloon
Loan”: Any Mortgage Loan that requires only payments of interest until the
stated maturity date of the Mortgage Loan or Scheduled Payments of principal
which (not including the payment due on its stated maturity date) are based
on
an amortization schedule that would be insufficient to fully amortize the
principal thereof by the stated maturity date of the Mortgage Loan.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date
over (ii) the Excess Subordinated Amount, if any, for such Distribution
Date.
“Basis
Risk CarryForward Amount”: With respect to each Class of Offered Certificates,
as of any Distribution Date, the sum of (A) if on such Distribution Date
the Pass-Through Rate for any Class of Offered Certificates is based upon a
Loan
Group Cap or the WAC Cap, the excess of (i) the Accrued Certificate
Interest Distribution Amount such Class of Certificates would otherwise be
entitled to receive on such Distribution Date had such Pass-Through Rate not
been subject to any Loan Group Cap or WAC Cap (that is, had such rate been
calculated as the sum of LIBOR and the applicable Pass-Through Margin on such
Class of Certificates for such Distribution Date and the resulting amount being
reduced by allocated Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls) over (ii) the Accrued Certificate Interest Distribution Amount
received on such Distribution Date such Class of Certificates at, with respect
to each Class of Group I Class A Certificates, the lesser of the Group I Loan
Cap or the WAC Cap, with respect to each Class of Group II Class A Certificates,
the lesser of the Group II Loan Cap or the WAC Cap, and with respect to each
other Class of LIBOR Certificates, the WAC Cap, as applicable, for such
Distribution Date and (B) the Basis Risk CarryForward Amount for such Class
of Certificates for all previous Distribution Dates not previously paid,
together with interest thereon at a rate equal to the sum of LIBOR and the
applicable Pass-Through Margin for such Class of Certificates for such
Distribution Date.
“Basis
Risk Payment”: For any Distribution Date, an amount equal to the lesser of
(i) the aggregate of the Basis Risk CarryForward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to
any reduction for amounts paid from the Excess Reserve Fund Account to pay
any
Basis Risk CarryForward Amount or any Swap Termination Payment) plus any Net
Swap Payments used to pay Basis Risk CarryForward Amounts.
“Best’s”:
Best’s Key Rating Guide, as the same shall be amended from time to
time.
“Book-Entry
Certificates”: As specified in the Preliminary Statement.
“Business
Day”: Any day other than (i) Saturday or Sunday, or (ii) a day on
which banking and savings and loan institutions, in (a) the States of New
York, New Jersey, Iowa, California or Delaware, (b) a State in which any
Servicer’s servicing operations are located, or (c) the State in which the
Trustee’s operations are located, are authorized or obligated by law or
executive order to be closed.
“Certificate”:
Any one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
“Certificate
Balance”: With respect to any Class of Certificates, other than the Class R
Certificates, at any date, the maximum dollar amount of principal to which
the
Holder thereof is then entitled hereunder, such amount being equal to the
Denomination thereof minus all distributions of principal previously made with
respect thereto and in the case of any Certificates, reduced by any Applied
Realized Loss Amounts allocated to such Class of Certificates pursuant to
Section 4.05; provided, however, that immediately following the Distribution
Date on which a Subsequent Recovery is distributed, the Class Certificate
Balances of any Class or Classes of Certificates that have been previously
reduced by Applied Realized Loss Amounts will be increased, in order of
seniority, by the amount of the Subsequent Recovery distributed on such
Distribution Date (up to the amount of the Unpaid Realized Loss Amount for
such
Class or Classes for such Distribution Date). With respect to the Class X
Certificates and any Distribution Date, the excess, if any, of (i) the then
Stated Principal Balance of the Mortgage Loans over (ii) the then aggregate
Certificate Balance of the Class A Certificates, Class M Certificates and the
Class B Certificates. The Class R Certificates have no Certificate
Balance.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificateholder”
or “Holder”: The person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any Affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision hereof that requires the consent
of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any Affiliate of the Depositor in determining
which Certificates are registered in the name of an Affiliate of the
Depositor.
“Class”:
All Certificates bearing the same class designation as set forth in the
Preliminary Statement.
“Class A
Certificates”:
As
specified in the Preliminary Statement.
“Class
A
Certificate Group”: The Group I Class A Certificates or the Group II Class A
Certificates, as applicable.
“Class
A
Principal Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, determined as follows: (A) with respect
to
the Group I Class A Certificates, a fraction, the numerator of which is (x)
the
portion of the Principal Remittance Amount for such Distribution Date that
is
attributable to the principal received or advanced on the Group I Mortgage
Loans
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date and (B) with respect to the Group II Class A Certificates,
a
fraction, the numerator of which is (x) the portion of the Principal Remittance
Amount for such Distribution Date that is attributable to the principal received
or advanced on the Group II Mortgage Loans and the denominator of which is
(y)
the Principal Remittance Amount for such Distribution Date.
“Class A
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the aggregate Class Certificate Balances of the Class A
Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) 59.50% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date over $7,017,577.77.
“Class A-1
Certificates”: All Certificates bearing the class designation of
“Class A-1,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class A-2a
Certificates”: All Certificates bearing the class designation of
“Class A-2a,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2b
Certificates”: All Certificates bearing the class designation of
“Class A-2b,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2c
Certificates”: All Certificates bearing the class designation of
“Class A-2c,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2d
Certificates”: All Certificates bearing the class designation of
“Class A-2d,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class B
Certificates”: The Class B-1, Class B-2 and Class B-3
Certificates.
“Class B-1
Certificates”: All Certificates bearing the class designation of
“Class B-1,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-1
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date) and (H) the Class
Certificate Balance of the Class B-1 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 89.10% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over $7,017,577.77.
“Class B-2
Certificates”: All Certificates bearing the class designation of
“Class B-2,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-2
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date) and (I) the Class Certificate Balance of the
Class B-2 Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 91.40% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $7,017,577.77.
“Class B-3
Certificates”: All Certificates bearing the class designation of
“Class B-3,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-3
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), (I) the Class Certificate Balance of the Class B-2
Certificates (after taking into account the distribution of the Class B-2
Principal Distribution Amount for such Distribution Date) and (J) the Class
Certificate Balance of the Class B-3 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 93.40% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over $7,017,577.77.
“Class
Certificate Balance”: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date.
“Class
IO Distribution Amount”: For
purposes of clarity, the Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Swap Account on such Distribution Date
in
excess of the amount payable on the Class IO Interest on such Distribution
Date.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund held by the Trustee,
evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class IO
Shortfalls”: As defined in Section 8.13. For the avoidance of doubt, the
Class IO Shortfall for any Distribution Date shall equal the amount payable
to the Class X Certificates in respect of amounts due to the Swap Provider
on such Distribution Date (other than Defaulted Swap Termination Payments)
in
excess of the amount payable on the Class X Interest (prior to any
reduction for Basis Risk Payments or Swap Termination Payments) on such
Distribution Date, all as further provided in Section 8.13.
“Class M
Certificates”: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates.
“Class M-1
Enhancement Percentage”:
With
respect to any Distribution Date, the percentage obtained by dividing
(x) the sum of (i) the aggregate Class Certificate Balances of the
Class M and Class B Certificates (other than the Class M-1
Certificates) and (ii) the Subordinated Amount, in each case after taking
into account the distributions of the related Principal Distribution Amount
and
any principal payments on those Classes of Certificates from the Swap Account
on
that Distribution Date, by (y) the aggregate Stated Principal Balance of
the Mortgage Loans for that Distribution Date.
“Class M-1
Certificates”: All Certificates bearing the class designation of
“Class M-1,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-1
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date), and
(B) the Class Certificate Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 67.20% of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date and (B) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution
Date over
$7,017,577.77.
“Class M-2
Certificates”: All Certificates bearing the class designation of
“Class M-2,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-2
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date) and (C) the Class
Certificate Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 73.60% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over
$7,017,577.77.
“Class M-3
Certificates”: All Certificates bearing the class designation of
“Class M-3,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-3
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date) and (D) the Class Certificate Balance of the
Class M-3 Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 77.20% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over
$7,017,577.77.
“Class M-4
Certificates”:
All
Certificates bearing the class designation of “Class M-4,” and evidencing
(i) a REMIC Regular Interest in REMIC III, (ii) the right to receive the related
Basis Risk CarryForward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class M-4
Principal Distribution Amount” With respect to any Distribution Date, the excess
of (i) the sum of (A) the aggregate Class Certificate Balances of the
Class A Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date) and (E) the Class
Certificate Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 80.40% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over
$7,017,577.77.
“Class M-5
Certificates”:
All
Certificates bearing the class designation of “Class M-5,” and evidencing
(i) a REMIC Regular Interest in REMIC III, (ii) the right to receive the related
Basis Risk CarryForward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class M-5
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date) and (F) the Class Certificate Balance of the
Class M-5 Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 83.50% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over
$7,017,577.77.
“Class M-6
Certificates”:
All
Certificates bearing the class designation of “Class M-6,” and evidencing
(i) a REMIC Regular Interest in REMIC III, (ii) the right to receive the related
Basis Risk CarryForward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class M-6
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate
Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such
Distribution Date), (B) the Class Certificate Balance of the
Class M-1 Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount for such Distribution Date),
(C) the Class Certificate Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount for such Distribution Date), (D) the
Class Certificate Balance of the Class M-3 Certificates (after taking
into account the distribution of the Class M-3 Principal Distribution
Amount for such Distribution Date), (E) the Class Certificate Balance
of the Class M-4 Certificates (after taking into account the distribution
of the Class M-4 Principal Distribution Amount for such Distribution Date),
(F) the Class Certificate Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount for such Distribution Date) and (G) the
Class Certificate Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (ii) the lesser of (A) 86.40% of
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$7,017,577.77.
“Class P
Certificates”: All Certificates bearing the class designation of
“Class P”.
“Class R
Certificates”: All Certificates bearing the class designation of “Class R,”
and evidencing 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
X
Certificate”: All Certificates bearing the designation “Class X” and evidencing
(i) a REMIC Regular Interest in REMIC III, (ii) the obligation to pay Basis
Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution Amount.
“Class X
Distributable Amount”: On any Distribution Date, the sum of (i) as a
distribution in respect of interest, the amount of interest that has accrued
on
the Class X Interest and not applied as an Extra Principal Distribution
Amount on such Distribution Date, plus any such accrued interest remaining
undistributed from prior Distribution Dates, plus, without duplication
(ii) as a distribution in respect of principal, any portion of the
principal balance of the Class X Certificates which is distributable as a
Subordination Reduction Amount, minus (iii) any amounts paid from the
Excess Reserve Fund Account to pay any Basis Risk CarryForward Amount or any
Swap Termination Payment.
“Closing
Date”: April 28, 2006.
“Closing
Date Deposit Amount”: $127,232.97 deposited by the Depositor into the
Distribution Account on the Closing Date. $1.25 of the Closing Date Deposit
Amount shall be attributable to interest in respect of the Group I Mortgage
Loans and $216.62 of the Closing Date Deposit Amount shall be attributable
to
principal in respect of the Group I Mortgage Loans. $710.93 of the Closing
Date
Deposit amount shall be attributable to interest in respect of the Group II
Mortgage Loans and $126,304.17 of the Closing Date Deposit Amount shall be
attributable to principal in respect of the Group II Mortgage
Loans.
“Code”:
The Internal Revenue Code of 1986, including any successor or amendatory
provisions.
“Collection
Account”: As defined in Section 3.10(a).
“Combined
Loan to Value Ratio” or “CLTV”: As of any date and as to any Second Lien
Mortgage Loan, the ratio, expressed as a percentage, of the (a) sum of
(i) the outstanding principal balance of the Second Lien Mortgage Loan and
(ii) the outstanding principal balance as of such date of any mortgage loan
or mortgage loans that are senior or equal in priority to the Second Lien
Mortgage Loan and which are secured by the same Mortgaged Property to
(b) the Appraised Value as determined pursuant to the Underwriting
Guidelines of the related Mortgaged Property as of the origination of the Second
Lien Mortgage Loan.
“Commission”:
The
United States Securities and Exchange Commission.
“Compensating
Interest”: For any Distribution Date, the lesser of (a) the amount by which
such Prepayment Interest Shortfall exceeds all Prepayment Interest Excesses
for
such Distribution Date on the Mortgage Loans serviced by the applicable Servicer
and (b) the amount of the aggregate Servicing Fee paid to or retained by
the applicable Servicer for such Distribution Date.
“Condemnation
Proceeds”: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent
domain or condemnation.
“Convertible
Mortgage Loan”: Any individual Adjustable Rate Mortgage Loan which contains a
provision whereby the Mortgagor is permitted to convert the Adjustable Rate
Mortgage Loan to a Fixed Rate Mortgage Loan in accordance with the terms of
the
related Mortgage Note.
“Corporate
Trust Office”: The designated office of the Trustee in the State of California
at which at any particular time its corporate trust business with respect to
this Agreement is administered, which office at the date of the execution of
this Agreement is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000, Attn: Trust Administration- MS06C3, facsimile
no. (000) 000-0000, and which is the address to which notices to and
correspondence with the Trustee should be directed.
“Corresponding
Certificate”: With respect to:
|
(i)
|
REMIC
II Regular Xxxxxxxx XX-X0, the Class A-1 Certificates;
|
|
(ii)
|
REMIC
II Regular Interest LT-A2a, the Class A-2a
Certificates;
|
|
(iii)
|
REMIC
II Regular Interest LT-A2b, the Class A-2b
Certificates;
|
|
(iv)
|
REMIC
II Regular Interest LT-A2c, the Class A-2c
Certificates;
|
|
(v)
|
REMIC
II Regular Interest LT-A2d, the Class A-2d
Certificates;
|
|
(vi)
|
REMIC
II Regular Interest LT-M1, the Class M-1 Certificates;
|
|
(vii)
|
REMIC
II Regular Interest LT-M2, the Class M-2 Certificates;
|
|
(viii)
|
REMIC
II Regular Interest LT-M3, the Class M-3 Certificates;
|
|
(ix)
|
REMIC
II Regular Interest LT-M4, the Class M-4 Certificates;
|
|
(x)
|
REMIC
II Regular Interest LT-M5, the Class M-5 Certificates;
|
|
(xi)
|
REMIC
II Regular Interest LT-M6, the Class M-6 Certificates;
|
|
(xii)
|
REMIC
II Regular Interest LT-B1, the Class B-1 Certificates;
|
|
(xiii)
|
REMIC
II Regular Interest LT-B2, the Class B-2 Certificates;
|
|
(xiv)
|
REMIC
II Regular Interest LT-B3, the Class B-3 Certificates;
|
|
(xvii)
|
REMIC
II Regular Interest LT-P, the Class P
Certificates.
|
“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 through the last day of the
related Prepayment Period and the denominator of which is the Cut-off Date
Pool
Principal Balance of the Mortgage Loans.
“Cumulative
Loss Trigger Event”: With respect to any Distribution Date, a Cumulative
Loss Trigger Event exists if the quotient (expressed as a percentage) of
(x) the aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Prepayment Period, divided by (y) the
Cut-off Date Pool Principal Balance, exceeds the applicable cumulative loss
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Cumulative
Loss Percentage
|
|
May
2008 through April 2009
|
1.250%
for the first month, plus an additional 1/12th of 1.600% for each
month
thereafter (e.g., 2.050% in November
2008)
|
|
May
2009 through April 2010
|
2.850%
for the first month, plus an additional 1/12th of 1.600% for each
month
thereafter (e.g., 3.650% in November 2009)
|
|
May
2010 through April 2011
|
4.450%
for the first month, plus an additional 1/12th of 1.350% for each
month
thereafter (e.g., 5.125% in November 2010)
|
|
May
2011 through April 2012
|
5.800%
for the first month, plus an additional 1/12th of 0.700% for each
month
thereafter (e.g., 6.150% in November 2011)
|
|
May
2012 through April 2013
|
6.500%
for the first month, plus an additional 1/12th of 0.050% for each
month
thereafter (e.g., 6.525% in November 2012)
|
|
May
2013 and thereafter
|
6.550%
|
“Custodial
File”: With respect to each Mortgage Loan, the file retained by the Trustee
consisting of items (a)-(h) as listed on Exhibit K
hereto.
“Cut-off
Date”: April 1, 2006.
“Cut-off
Date Pool Principal Balance”: The aggregate Stated Principal Balances of all
Mortgage Loans as of the Cut-off Date plus the portion of the Closing Date
Deposit Amount allocable to principal.
“Cut-off
Date Principal Balance”: As to any Mortgage Loan, the Stated Principal Balance
thereof as of the close of business on the Cut-off Date (after giving effect
to
payments of principal due on that date, whether or not received).
“Data
Tape Information”: The information provided by the Responsible Party as of the
Cut-off Date to the Depositor or the Sponsor setting forth the following
information with respect to each Mortgage Loan: (1) the Mortgagor’s name;
(2) as to each Mortgage Loan, the Scheduled Principal Balance as of the
Cut-off Date; (3) the Mortgage Rate Cap; (4) the Index; (5) a
code indicating whether the Mortgaged Property is owner-occupied; (6) the
type of Mortgaged Property; (7) the first date on which the Scheduled
Payment was due on the Mortgage Loan and, if such date is not consistent with
the Due Date currently in effect, such Due Date; (8) the “paid through
date” based on payments received from the related Mortgagor; (9) the
original principal amount of the Mortgage Loan; (10) with respect to
Adjustable Rate Mortgage Loans, the Maximum Mortgage Rate; (11) the type of
Mortgage Loan (i.e., Fixed Rate or Adjustable Rate Mortgage Loan, First Lien
Mortgage Loan or Second Lien Mortgage Loan); (12) a code indicating the
purpose of the loan (i.e., purchase, rate and term refinance, equity take-out
refinance); (13) a code indicating the documentation style (i.e., full,
asset verification, income verification and no documentation); (14) the
credit risk score (FICO score); (15) the loan credit grade classification
(as described in the underwriting guidelines); (16) with respect to each
Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; (17) the Mortgage
Rate at origination; (18) with respect to each Adjustable Rate Mortgage
Loan, the first Adjustment Date immediately following the Cut-off Date;
(19) the value of the Mortgaged Property; (20) a code indicating the
type of Prepayment Charges applicable to such Mortgage Loan (including any
prepayment penalty term), if any; (21) with respect to each Adjustable Rate
Mortgage Loan, the Periodic Mortgage Rate Cap; (22) with respect to each First
Lien Mortgage Loan, the LTV at origination and with respect to each Second
Lien
Mortgage Loan, the CLTV at origination; and (23) if such Mortgage Loan is
covered by a primary mortgage insurance policy or a lender-paid primary mortgage
insurance policy, the primary mortgage insurance rate. With respect to the
Mortgage Loans in the aggregate, the Data Tape Information shall set forth
the
following information, as of the Cut-off Date: (1) the number of Mortgage
Loans; (2) the current aggregate outstanding principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage
Loans; and (4) the weighted average maturity of the Mortgage
Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction by a court of
competent jurisdiction in a proceeding under the United States Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation
or
any reduction that results in a permanent forgiveness of principal.
“Defaulted
Swap Termination Payment”:
Any
Swap Termination Payment required to be paid by the Supplemental Interest Trust
to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result
of
an Event of Default (as defined in the Interest Rate Swap Agreement) with
respect to which the Swap Provider is the defaulting party or a Termination
Event (as defined in the Interest Rate Swap Agreement) (other than Illegality
or
a Tax Event that is not a Tax Event Upon Merger (each as defined in the Interest
Rate Swap Agreement )) with respect to which the Swap Provider is the sole
Affected Party (as defined in the Interest Rate Swap Agreement).
“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 principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the United States Bankruptcy
Code.
“Definitive
Certificates”: Any Certificate evidenced by a Physical Certificate and any
Certificate issued in lieu of a Book-Entry Certificate pursuant to
Section 5.02(e).
“Delay
Certificates”: As specified in the Preliminary Statement.
“Deleted
Mortgage Loan”: As defined in Section 2.03.
“Delinquency
Trigger Event”: With respect to any Distribution Date, a Delinquency Trigger
Event exists if the quotient (expressed as a percentage) of (x) the rolling
three month average of the aggregate Stated Principal Balance of 60+ Day
Delinquent Mortgage Loans (including Mortgage Loans in foreclosure and Mortgage
Loans related to REO Property) and (y) (1) until the aggregate Class
Certificate Balance of the Class A Certificates have been reduced to zero,
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date equals or exceeds 39.50% of the prior period’s Senior
Enhancement Percentage and (2) after the aggregate Class Certificate
Balance of the Class A Certificates have been reduced to zero, the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date equals or exceeds 48.75% of the prior period’s Class M Enhancement
Percentage.
“Denomination”:
With respect to each Certificate, the amount set forth on the face thereof
as
the “Initial Certificate Balance of this Certificate” or the Percentage Interest
appearing on the face thereof.
“Depositor:
Xxxxxx Xxxxxxx ABS Capital I Inc., a Delaware corporation, and its
successors in interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, the nominee of
which is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of the
State of New York.
“Depository
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 Moody’s, “F1+” by Fitch and “A-1” by Standard & Poor’s (to the
extent they are Rating Agencies hereunder).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 18th day (or if such day is
not a Business Day, the immediately preceding Business Day) in the calendar
month in which such Distribution Date occurs.
“Distribution
Account”: The separate Eligible Account created and maintained by the Trustee
pursuant to Section 3.07(d) in the name of the Trustee for the benefit of
the Certificateholders and designated “Deutsche Bank National Trust Company in
trust for registered holders of Xxxxxx Xxxxxxx ABS Capital I Inc. Trust
2006-NC3 Mortgage Pass-Through Certificates, Series 2006-NC3”. Funds in the
Distribution Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement.
“Distribution
Account Deposit Date”: As to any Distribution Date, 12:00 noon New York City
time on the second Business Day immediately preceding such Distribution
Date.
“Distribution
Date”: The 25th day of each calendar month, or if such day is not a Business
Day, the next succeeding Business Day, commencing in May 2006.
“Document
Certification and Exception Report”: The report attached to Exhibit F
hereto.
“Due
Date”: The day of the month on which the Scheduled Payment is due on a Mortgage
Loan, exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the month in which such Distribution
Date occurs and ending on the first day of the calendar month in which such
Distribution Date occurs.
“Eligible
Account”: Either (i) an account maintained with a federal or state
chartered depository institution or trust company that complies with the
definition of Eligible Institution, (ii) an account maintained with the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust
powers and is acting in its fiduciary capacity or (iii) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest, and
may
include, if otherwise qualified under this definition, accounts maintained
with
the Trustee. Each Eligible Account shall be a separate account.
“Eligible
Institution”: A federal or state-chartered depository institution or trust
company the commercial paper, short-term debt obligations, or other short-term
deposits of which are rated “A-1+” by Standard & Poor’s if the amounts on
deposit are to be held in the account for no more than 365 days (or at least
“A-2” by Standard & Poor’s if the amounts on deposit are to be held in the
account for no more than 30 days), or the long-term unsecured debt obligations
of which are rated at least “AA-” by Standard & Poor’s if the amounts on
deposit are to be held in the account for no more than 365 days, and the
commercial paper, short-term debt obligations or other short-term deposits
of
which are rated at least “P-1” by Moody’s and “F1+” by Fitch (or a comparable
rating if another Rating Agency is specified by the Depositor by written notice
to the Servicer and the Trustee) (in each case, to the extent they are
designated as Rating Agencies in the Preliminary Statement).
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“ERISA-Qualifying
Underwriting”: A best efforts or firm commitment underwriting or private
placement that meets the requirements of Prohibited Transaction Exemption
(“PTE”) 2002-41,
67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
“ERISA-Restricted
Certificate”: As specified in the Preliminary Statement.
“Escrow
Account”: The Eligible Account or Accounts established and maintained pursuant
to Section 3.09(b).
“Escrow
Payments”: As defined in Section 3.09(b).
“Event
of
Default”: As defined in Section 7.01.
“Excess
Reserve Fund Account”: The separate Eligible Account created and maintained by
the Trustee pursuant to Sections 3.07(b) and 3.07(c) in the name
of the Trustee for the benefit of the Regular Certificateholders and designated
“Deutsche Bank National Trust Company in trust for registered Holders of Xxxxxx
Xxxxxxx ABS Capital I Inc. Trust 2006-NC3, Mortgage Pass-Through
Certificates, Series 2006-NC3”. Funds in the Excess Reserve Fund Account
shall be held in trust for the Regular Certificateholders for the uses and
purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve
Fund Account shall not be invested.
“Excess
Subordinated Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the Subordinated Amount on such Distribution Date over (b) the
Specified Subordinated Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Fee Rate”: As to each Mortgage Loan, a per annum rate equal to the sum of the
Servicing Fee Rate, the Trustee Fee Rate and any lender-paid primary mortgage
insurance fee rate, if applicable.
“Expense
Fees”: As to each Mortgage Loan, the sum of the Servicing Fee, the Trustee Fee
and any lender-paid primary mortgage insurance fee, if applicable.
“Extra
Principal Distribution Amount”: As of any Distribution Date, the lesser of
(x) the related Total Monthly Excess Spread for such Distribution Date and
(y) the related Subordination Deficiency for such Distribution
Date.
“Xxxxxx
Mae”: The Federal National Mortgage Association, or any successor
thereto.
“Xxxxxx
Xxx Guides”: The Xxxxxx Xxx Xxxxxxx’ Guide and the Xxxxxx Xxx Servicers’ Guide
and all amendments or additions thereto.
“FDIC”:
The Federal Deposit Insurance Corporation, or any successor
thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the
Responsible Party, as contemplated by this Agreement), a determination made
by
the applicable Servicer that all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries which the applicable
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. Each Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Final
Scheduled Distribution Date”:
The
Final Scheduled Distribution Date for each Class of Certificates is the
Distribution Date in March 2036.
“First
Lien Mortgage Loan”: A Mortgage Loan secured by a first lien Mortgage on the
related Mortgaged Property.
“Fitch”:
Fitch, Inc., and its successors in interest. If Fitch is designated as a Rating
Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
MBS Monitoring - Xxxxxx Xxxxxxx ABS Capital I Inc. Trust 2006-NC3, or
such other address as Fitch may hereafter furnish to the Depositor, the Trustee
and the Servicers.
“Fixed
Rate Mortgage Loan”: A fixed rate Mortgage Loan.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of
the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
“Gross
Margin”: With respect to each Adjustable Rate Mortgage Loan, the fixed
percentage amount set forth in the related Mortgage Note to be added to the
applicable Index to determine the Mortgage Rate.
“Group
I
Class A Certificates”: The Class A 1 Certificates.
“Group
I
Loan Cap”: With respect to the Group I Mortgage Loans as of any
Distribution Date, the weighted average of the Adjusted Net Mortgage Rates
then
in effect on the beginning of the related Due Period on the Group I
Mortgage Loans minus the Swap Payment Rate, adjusted in each case to accrue
on
the basis of a 360-day year and the actual number of days in the related
Interest Accrual Period. With respect to any Distribution Date and the REMIC
III
Regular Interests the ownership of which is represented by the Class A-1
Certificates, a per annum rate equal to the weighted average (adjusted for
the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest LT-1GRP,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
II
Regular Interest immediately prior to such Distribution Date.
“Group
I
Mortgage Loans”: The Mortgage Loans identified on the Mortgage Loan Schedule as
Group I Mortgage Loans.
“Group
II
Class A Certificates”: The Class A-2a Certificates, the Class A-2b Certificates,
the Class A-2c Certificates and the Class A-2d, collectively.
“Group
II
Loan Cap”: With respect to the Group II Mortgage Loans as of any
Distribution Date, the weighted average of the Adjusted Net Mortgage Rates
then
in effect on the beginning of the related Due Period on the Group II
Mortgage Loans minus the Swap Payment Rate, adjusted in each case to accrue
on
the basis of a 360-day year and the actual number of days in the related
Interest Accrual Period. With respect to any Distribution Date and the REMIC
III
Regular Interests the ownership of which is represented by the Class A-2a,
Class
A-2b, Class A-2c and Class A-2d Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest LT-2GRP, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
“Group
II
Mortgage Loans”: The Mortgage Loans identified on the Mortgage Loan Schedule as
Group II Mortgage Loans.
“HomEq”:
HomEq Servicing Corporation, a New Jersey corporation, and its successors in
interest.
“Index”:
As to each Adjustable Rate Mortgage Loan, the index from time to time in effect
for the adjustment of the Mortgage Rate set forth as such on the related
Mortgage Note.
“Insurance
Policy”: With respect to any Mortgage Loan included in the Trust Fund, any
insurance policy, including all riders and endorsements thereto in effect,
including any replacement policy or policies for any Insurance
Policies.
“Insurance
Proceeds”: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
“Interest
Accrual Period”: With respect to each Class of Non-Delay Certificates and the
Corresponding Certificates and any Distribution Date, the period commencing
on
the Distribution Date occurring in the month preceding the month in which the
current Distribution Date occurs and ending on the day immediately preceding
the
current Distribution Date (or, in the case of the first Distribution Date,
the
period from and including the Closing Date to but excluding such first
Distribution Date). For purposes of computing interest accruals on each Class
of
Non-Delay Certificates, each Interest Accrual Period has the actual number
of
days in such month and each year is assumed to have 360 days.
“Interest
Rate Adjustment Date”: With respect to each Adjustable Rate Mortgage Loan, the
date, specified in the related Mortgage Note and the Mortgage Loan Schedule,
on
which the Mortgage Rate is adjusted.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated as of the Closing
Date, between Xxxxxx Xxxxxxx Capital Services Inc. and the Supplemental Interest
Trust Trustee, a copy of which is attached hereto as Exhibit T.
“Interest
Remittance Amount”: With respect to any Distribution Date and the Mortgage
Loans, that portion of Available Funds attributable to interest relating to
Mortgage Loans.
“Investment
Account”: As defined in Section 3.12(a).
“Investor-Based
Exemption”: Any of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for
transactions by independent “qualified professional asset managers”), XXXX 00-0
(for transactions by insurance company pooled separate accounts), PTCE 91-38
(for transactions by bank collective investment funds), PTCE 95-60 (for
transactions by insurance company general accounts) or PTCE 96-23 (for
transactions effected by “in-house asset managers”), or any comparable exemption
available under Similar Law.
“Late
Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
received after the Determination Date immediately following such Due Period,
whether as late payments of Scheduled Payments or as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of principal and/or interest due (without regard to
any
acceleration of payments under the related Mortgage and Mortgage Note) but
delinquent for such Due Period and not previously recovered.
“LIBOR”:
With respect to any Interest Accrual Period for the Offered Certificates, the
rate determined by the Trustee on the related LIBOR Determination Date on the
basis of the offered rate for one-month U.S. dollar deposits as such rate
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date;
provided, that if such rate does not appear on Telerate Page 3750, the rate
for such date will be determined on the basis of the rates at which one-month
U.S. dollar deposits are offered by the Reference Banks at approximately 11:00
a.m. (London time) on such date to prime banks in the London interbank market.
In such event, the Trustee shall request the principal London office of each
of
the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean
of
the quotations (rounded upwards if necessary to the nearest whole multiple
of
1/16%). If fewer than two quotations are provided as requested, the rate for
that date will be the arithmetic mean of the rates quoted by major banks in
New
York City, selected by the Trustee (after consultation with the Depositor),
at
approximately 11:00 a.m. (New York City time) on such date for one-month U.S.
dollar loans to leading European banks.
“LIBOR
Determination Date”: With respect to any Interest Accrual Period for the Offered
Certificates, the second London Business Day preceding the commencement of
such
Interest Accrual Period.
“Liquidated
Mortgage Loan”: With respect to any Distribution Date, a defaulted Mortgage Loan
(including any REO Property) which either (a) was liquidated in the
calendar month preceding the month of such Distribution Date and as to which
the
applicable Servicer has certified to the Trustee that it has received all
amounts it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property, or
(b) is a Second Lien Mortgage Loan (1) that is delinquent 180 days or
longer, (2) for which the related first lien mortgage loan is not a
Mortgage Loan, and (3) as to which the applicable Servicer has certified to
the Trustee that it does not believe there is a reasonable likelihood that
any
further net proceeds will be received or recovered with respect to such Second
Lien Mortgage Loan.
“Liquidation
Proceeds”: Cash received in connection with the liquidation of a Liquidated
Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise,
including any Subsequent Recoveries.
“Loan
Group”: The Group I Mortgage Loans or the Group II Mortgage Loans, as
applicable.
“Loan
Group Cap”: The Group I Loan Cap or the Group II Loan Cap, as
applicable.
“Loan-to-Value
Ratio” or “LTV”: With respect to any First Lien Mortgage Loan, the ratio
(expressed as a percentage) of the original outstanding principal amount of
the First Lien Mortgage Loan as of the Cut-off Date (unless otherwise
indicated), to the lesser of (a) the Appraised Value of the Mortgaged
Property at origination, and (b) if the First Lien Mortgage Loan was made
to finance the acquisition of the related Mortgaged Property, the purchase
price
of the Mortgaged Property.
“London
Business Day”: Any day on which dealings in deposits of United States dollars
are transacted in the London interbank market.
“Marker
Rate”: With respect to the Class A Certificates, Class M Certificates and Class
B Certificates and any Distribution Date, a per annum rate equal to two (2)
times the weighted average of the Uncertificated REMIC II Pass-Through Rates
for
REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2a, REMIC II
Regular Interest LT-A2b, REMIC II Regular Interest LT-A2c, REMIC II Regular
Interest LT-A2d, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
Interest LT-B1, REMIC II Regular Interest LT-B2, REMIC II Regular Interest
LT-B3
and REMIC II Regular Interest LT-ZZ, with the per annum rate on each such REMIC
II Regular Interest (other than REMIC II Regular Interest LT-ZZ) subject to
a
cap equal to the Pass-Through Rate on the Corresponding Certificate for the
purpose of this calculation; and with the per annum rate on REMIC II Regular
Interest LT-ZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that for this purpose, the calculation of the Uncertificated
REMIC II Pass-Through Rate and the related cap with respect to each such REMIC
II Regular Interest (other than REMIC II Regular Interest LT-ZZ) shall be
multiplied by a fraction, the numerator of which is the actual number of days
in
the Accrual Period and the denominator of which is thirty (30).
“Maximum
Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, a rate that
(i) is set forth on the Data Tape Information and in the related Mortgage
Note and (ii) is the maximum interest rate to which the Mortgage Rate on
such Adjustable Rate Mortgage Loan may be increased during the lifetime of
such
Adjustable Rate Mortgage Loan.
“Minimum
Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, a rate that
(i) is set forth on the Data Tape Information and in the related Mortgage
Note and (ii) is the minimum interest rate to which the Mortgage Rate on
such Adjustable Rate Mortgage Loan may be decreased during the lifetime of
such
Adjustable Rate Mortgage Loan.
“Monthly
Statement”: The statement delivered to the Certificateholders pursuant to
Section 4.03.
“Moody’s”:
Xxxxx’x Investors Service, Inc, and its successors in interest. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Pass-Through Group, or such other address as Moody’s may
hereafter furnish to the Depositor, the Trustee and the Servicers.
“Xxxxxx
Xxxxxxx”: Xxxxxx Xxxxxxx, a Delaware corporation.
“Mortgage”:
The mortgage, deed of trust or other instrument identified on the Mortgage
Loan
Schedule as securing a Mortgage Note.
“Mortgage
File”: The items pertaining to a particular Mortgage Loan contained in either
the Servicing File or Custodial File.
“Mortgage
Loan”: An individual Mortgage Loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified
on
the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation,
the Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds,
Prepayment Charges, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan, excluding replaced or
repurchased Mortgage Loans.
“Mortgage
Loan Schedule”: A schedule of Mortgage Loans delivered to the Trustee and
referred to on Schedule I, such schedule setting forth the following
information with respect to each Mortgage Loan: (1) the Mortgage Loan
number; (2) the city, state and zip code of the Mortgaged Property;
(3) the number and type of residential units constituting the Mortgaged
Property; (4) the current Mortgage Rate; (5) the current net Mortgage
Rate; (6) the current Scheduled Payment; (7) with respect to each
Adjustable Rate Mortgage Loan, the Gross Margin; (8) the original term to
maturity; (9) the scheduled maturity date; (10) the principal balance
of the Mortgage Loan as of the Cut-off Date after deduction of payments of
principal due on or before the Cut-off Date whether or not collected;
(11) with respect to each Adjustable Rate Mortgage Loan, the next Interest
Rate Adjustment Date; (12) with respect to each Adjustable Rate Mortgage
Loan, the lifetime Mortgage Interest Rate Cap; (13) whether the Mortgage
Loan is convertible or not; (14) the Servicing Fee; (15) whether such
Mortgage Loan is a Group I Mortgage Loan or a Group II Mortgage Loan; (16)
the
date such Mortgage Loan was sold by the Responsible Party to the Sponsor;
(17) whether such Mortgage Loan provides for a Prepayment Charge as well as
the term and amount of such Prepayment Charge, if any; (18) with respect to
each First Lien Mortgage Loan, the LTV at origination and with respect to each
Second Lien Mortgage Loan, the CLTV at origination; (19) the applicable
Servicer’s name; and (20) the date on which servicing of the Mortgage Loan
was transferred to the applicable Servicer.
“Mortgage
Note”: The note or other evidence of the indebtedness of a Mortgagor under a
Mortgage Loan.
“Mortgage
Rate”: The annual rate of interest borne on a Mortgage Note, which shall be
adjusted from time to time in the case of an Adjustable Rate Mortgage
Loan.
“Mortgage
Rate Caps”: With respect to an Adjustable Rate Mortgage Loan, the Periodic
Mortgage Rate Cap, the Maximum Mortgage Rate, and the Minimum Mortgage Rate
for
such Mortgage Loan.
“Mortgaged
Property”: With respect to each Mortgage Loan, the real property (or leasehold
estate, if applicable) identified on the Mortgage Loan Schedule as securing
repayment of the debt evidenced by the related Mortgage Note
“Mortgagor”:
The obligor(s) on a Mortgage Note.
“Net
Monthly Excess Cash Flow”: For any Distribution Date, the amount remaining for
distribution pursuant to subsection 4.02(a)(iii) (before giving effect
to distributions pursuant to such subsection).
“Net
Prepayment Interest Shortfall”: For any Distribution Date, the amount by which
the sum of the Prepayment Interest Shortfalls for such Distribution Date exceeds
the sum of (i) all Prepayment Interest Excesses for such Distribution Date
and (ii) Compensating Interest payments made with respect to such
Distribution Date.
“Net
Swap
Payment”:
With
respect to any Distribution Date, any net payment (other than a Swap Termination
Payment) payable by the Supplemental Interest Trust to the Swap Provider on
the
related Fixed Rate Payer Payment Date (as defined in the Interest Rate Swap
Agreement).
“Net
Swap
Receipt”:
With
respect to any Distribution Date, any net payment (other than a Swap Termination
Payment) made by the Swap Provider to the Supplemental Interest Trust on the
related Floating Rate Payer Payment Date (as defined in the Interest Rate Swap
Agreement).
“NIM
Issuer”:
The
entity established as the issuer of the NIM Securities.
“NIM
Securities”:
Any
debt securities secured or otherwise backed by some or all of the Class X
and Class P Certificates that are rated by one or more Rating
Agencies.
“NIM
Trustee”:
The
trustee for the NIM Securities.
“Non-Delay
Certificates”: As specified in the Preliminary Statement.
“Non-Permitted
Transferee”: A Person other than a Permitted Transferee.
“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the applicable Servicer, will not or, in the case of a proposed
P&I Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds, Condemnation Proceeds, or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
“Nonrecoverable
Servicing Advance”: Any Servicing Advances previously made or proposed to be
made in respect of a Mortgage Loan or REO Property, which, in accordance with
Accepted Servicing Practices, will not or, in the case of a proposed Servicing
Advance, would not be ultimately recoverable from related Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise.
“Notice
of Final Distribution”: The notice to be provided pursuant to Section 9.02
to the effect that final distribution on any of the Certificates shall be made
only upon presentation and surrender thereof.
“Offered
Certificates”: As specified in the Preliminary Statement.
“Officer’s
Certificate”: A certificate signed by an officer of any Servicer or a
Subservicer with responsibility for the servicing of the Mortgage Loans required
to be serviced by such Servicer or a Subservicer and listed on a list delivered
to the Trustee pursuant to this Agreement.
“Opinion
of Counsel”: A written opinion of counsel, who may be in-house counsel for a
Servicer or a Subservicer, reasonably acceptable to the Trustee (and/or such
other Persons as may be set forth herein), provided,
that
any Opinion of Counsel relating to (a) qualification of any Trust REMIC or
(b) compliance with the REMIC Provisions, must be (unless otherwise stated
in such Opinion of Counsel) an opinion of counsel who (i) is in fact
independent of such Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in such Servicer of the Mortgage
Loans or in an Affiliate of either and (iii) is not connected with such
Servicer of the Mortgage Loans as an officer, employee, director or person
performing similar functions.
“Optional
Termination Date”: The Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans, as of the last day of the related Due Period,
is
equal to 10% or less of the Cut-off Date Pool Principal Balance.
“OTS”:
Office of Thrift Supervision, and any successor thereto.
“Outstanding”:
With respect to the Certificates as of any date of determination, all
Certificates theretofore executed and authenticated under this Agreement
except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii)
Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
“Outstanding
Mortgage Loan”: As of any Due Date, a Mortgage Loan with a Stated Principal
Balance greater than zero which was not the subject of a Principal Prepayment
in
Full prior to such Due Date and which did not become a Liquidated Mortgage
Loan
prior to such Due Date.
“Ownership
Interest”: As to any Residual Certificate, any ownership interest in such
Certificate including any interest in such Certificate as the Holder thereof
and
any other interest therein, whether direct or indirect, legal or
beneficial.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
applicable Servicer in respect of any Remittance Date representing the aggregate
of all payments of principal and interest, net of the Servicing Fee, that were
due during the related Due Period on the Mortgage Loans and that were delinquent
on the related Determination Date, plus certain amounts representing assumed
payments not covered by any current net income on the Mortgaged Properties
acquired by foreclosure or deed in lieu of foreclosure as determined pursuant
to
Section 4.01.
“Pass-Through
Margin”: With respect to each Class of Regular Certificates except as set forth
in the following sentence, the following percentages: Class A-1
Certificates, 0.1600%; Class A-2a Certificates, 0.0600%; Class A-2b
Certificates, 0.1200%; Class A-2c Certificates, 0.1700%; Class A-2d
Certificates, 0.2700%; Class M-1 Certificates, 0.3300%; Class M-2
Certificates, 0.3400%; Class M-3 Certificates, 0.3600%; Class M-4
Certificates, 0.4600%; Class M-5 Certificates, 0.4700%; Class M-6
Certificates, 0.5500%; Class B-1 Certificates, 1.0500%; Class B-2
Certificates, 1.2000%; and Class B-3 Certificates, 2.0500%. On the first
Distribution Date after the Optional Termination Date, the Pass-Through Margins
shall increase to: Class A-1 Certificates, 0.3200%; Class A-2a
Certificates, 0.1200%; Class A-2b Certificates, 0.2400%; Class A-2c
Certificates, 0.3400%; Class A-2d Certificates, 0.5400%; Class M-1
Certificates, 0.4950%; Class M-2 Certificates, 0.5100%; Class M-3
Certificates, 0.5400%; Class M-4 Certificates, 0.6900%; Class M-5
Certificates, 0.7050%; Class M-6 Certificates, 0.8250%; Class B-1
Certificates, 1.5750%; Class B-2 Certificates, 1.8000%; and Class B-3
Certificates, 3.0750%.
“Pass
Through-Rate”: With respect to:
(i) the
Class
A-1 Certificates, the least of (i) one-month LIBOR plus the applicable
Pass-Through Margin, (ii) the Group I Loan Cap, and (iii) the WAC
Cap;
(ii) the
Class
A-2a Certificates, the least of (i) one-month LIBOR plus the applicable
Pass-Through Margin, (ii) the Group II Loan Cap, and (iii) the WAC
Cap;
(iii) the
Class
A-2b Certificates, the least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Group II Loan Cap, and (iii) the WAC Cap;
(iv) the
Class
A-2c Certificates, the least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Group II Loan Cap, and (iii) the WAC Cap;
(v) the
Class
A-2d Certificates, the least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Group II Loan Cap, and (iii) the WAC Cap;
(vi) the
Class
M-1 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(vii) the
Class
M-2 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(viii) the
Class
M-3 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(ix) the
Class
M-4 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(x) the
Class
M-5 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(xi) the
Class
M-6 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(xii) the
Class
B-1 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(xiii) the
Class
B-2 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap;
(xiv) the
Class
B-3 Certificates, the lesser of (i) LIBOR plus the applicable Pass-Through
Margin and (ii) the WAC Cap; and
(xv) the
Class
X Certificates, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (A) through (Q) below, and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC II Regular Interest LT-AA, REMIC
II
Regular Interest LT-A1, REMIC II Regular Interest LT-A2a, REMIC II Regular
Interest LT-A2b, REMIC II Regular Interest LT-A2c, REMIC II Regular Interest
LT-A2d, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
LT-B1, REMIC II Regular Interest LT-B2, REMIC II Regular Interest LT-B3 and
REMIC II Regular Interest LT-ZZ. For purposes of calculating the Pass-Through
Rate for the Class X Certificates, the numerator is equal to the sum of the
following components:
(A) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-AA;
(B) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A1;
(C) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2a,
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A2a;
(D) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2b,
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A2b;
(E) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2c,
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A2c;
(F) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2d,
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A2d;
(G) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M1;
(H) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M2;
(I) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M3;
(J) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M4;
(K) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M5;
(L) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M6;
(M) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-B1;
(N) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-B2;
(O) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-B3;
(P) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-ZZ; and
(Q) 100%
of
the interest on REMIC II Regular Interest LT-P.
“PCAOB”:
The
Public Company Accounting Oversight Board.
“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in
distributions required to be made on the related Class, such percentage interest
being set forth on the face thereof or equal to the percentage obtained by
dividing the Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of the same Class.
“Periodic
Mortgage Rate Cap”: With respect to an Adjustable Rate Mortgage Loan, the
periodic limit on each Mortgage Rate adjustment as set forth in the related
Mortgage Note.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued by any Servicer, the Trustee or any of their respective
Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution and rated “P-1”
by Moody’s, “F1+” by Fitch, and “A-1+” by Standard & Poor’s (to the extent
they are Rating Agencies hereunder and are so rated by such Rating
Agency);
(iii) repurchase
obligations with respect to any security described in clause (i) above
entered into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by each Rating Agency that rates such securities in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by each Rating
Agency that rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds advised by the Depositor,
the
Trustee or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAAm”
by Standard & Poor’s and at least “AA” by Fitch (to the extent they are
Rating Agencies hereunder and such funds are so rated by such Rating Agency);
and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies as a permitted investment of funds backing
“Aaa” or “AAA” rated securities;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying
such instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provide a yield to maturity at par greater
than
120% of the yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Person other than (i) the United States, any State or political
subdivision thereof, or any agency or instrumentality of any of the foregoing,
(ii) a foreign government, international organization or any agency or
instrumentality of either of the foregoing, (iii) an organization (except
certain farmers’ cooperatives described in Section 521 of the Code) which is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by
Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person
or
a U.S. Person with respect to whom income from a Residual Certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person, a U.S. Person that is a partnership for U.S. federal income tax
purposes, any partner in which, directly or indirectly (other than through
a
U.S. corporation) is not a U.S. Person, (vi) an “electing large partnership”
within the meaning of Section 775 of the Code and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Residual Certificate to such Person may cause
any
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are
outstanding. The terms “United States”, “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
Xxxxxxx Mac, a majority of its board of directors is not selected by such
government unit.
“Person”:
Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
“Physical
Certificates”: As specified in the Preliminary Statement.
“Pool
Stated Principal Balance”: As to any Distribution Date, the aggregate of the
Stated Principal Balances of the Mortgage Loans for such Distribution Date
that
were Outstanding Mortgage Loans on the Due Date in the related Due
Period.
“Prepayment
Charge”: Any prepayment premium, penalty or charge collected by any Servicer
with respect to a Mortgage Loan from a Mortgagor in connection with any
voluntary Principal Prepayment pursuant to the terms of the related Mortgage
Note.
“Prepayment
Interest Excess”:
With
respect to any Distribution Date, any interest collected by the Servicer as
to
which a Principal Prepayment in Full occurs from the 1st day of the month
through the 15th day of the month in which such Distribution Date occurs and
that represents interest that accrues from the 1st day of such month to the
date
of such Principal Prepayment in Full.
“Prepayment
Interest Shortfall”:
With
respect to any Distribution Date, the sum of, for each Mortgage Loan that was,
during the portion of the Prepayment Period that occurs during the month
preceding the month in which such Distribution Date occurs, the subject of
a
Principal Prepayment which is not accompanied by an amount equal to one month
of
interest that would have been due on such Mortgage Loan on the Due Date in
the
following month and which was applied by the applicable Servicer to reduce
the
outstanding principal balance of such Mortgage Loan on a date preceding such
Due
Date an amount equal to the product of (a) the Mortgage Rate net of the
Servicing Fee Rate for such Mortgage Loan, (b) the amount of the Principal
Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number of
days commencing on the date on which such Principal Prepayment was applied
and
ending on the last day of the calendar month in which the related Prepayment
Period begins.
“Prepayment
Period”:
With
respect to any Distribution Date either (i) with respect to any Principal
Prepayments in Full, the period from and including the 16th
day of
the month preceding the month in which such Distribution Date occurs (or, in
the
case of the first Distribution Date, from and including the Cut-off Date) to
and
including the 15th
day of
the month in which such Distribution Date occurs, or (ii) with respect to
any partial Principal Prepayments, the calendar month preceding the month in
which such Distribution Date occurs.
“Principal
Distribution Amount”: For any Distribution Date, the sum of (i) the Basic
Principal Distribution Amount for such Distribution Date and (ii) the Extra
Principal Distribution Amount for such Distribution Date.
“Principal
Prepayment”: Any full or partial payment or other recovery of principal on a
Mortgage Loan (including upon liquidation of a Mortgage Loan) which is received
in advance of its scheduled Due Date, excluding any Prepayment Charge
thereon.
“Principal
Prepayment in Full”: Any Principal Prepayment made by a Mortgagor of the entire
principal balance of a Mortgage Loan.
“Principal
Remittance Amount”: With respect to any Distribution Date, the amount equal to
the sum of the following amounts (without duplication) with respect to the
related Due Period: (i) each scheduled payment of principal on a Mortgage
Loan due during such Due Period and received by the Servicers on or prior to
the
related Determination Date or advanced by the applicable Servicer for the
related Remittance Date, and all Principal Prepayments received during the
related Prepayment Period; (ii) all Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal
actually collected by the Servicers during the related Prepayment Period;
(iii) the portion of the Repurchase Price allocable to principal with
respect to each Mortgage Loan, repurchased with respect to such Distribution
Date; (iv) all Substitution Adjustment Amounts allocable to principal
received in connection with the substitutions of Mortgage Loans with respect
to
such Distribution Date; (v) with respect to the Distribution Date in May
2006 only, the portion of the Closing Date Deposit Amount allocable to
principal; and (vi) the allocable portion of the proceeds received with
respect to the termination of the Trust Fund pursuant to clause (a) of
Section 9.01 (to the extent such proceeds relate to principal).
“Private
Certificates”: As specified in the Preliminary Statement.
“Prospectus
Supplement”: The Prospectus Supplement, dated March 29, 2006, relating to the
Offered Certificates.
“PTCE
95-60”: As defined in Section 5.02(b).
“Purchase
Agreement”: The Third Amended and Restated Mortgage Loan Purchase and Warranties
Agreement, dated as of December 1, 2005, between Xxxxxx Xxxxxxx Capital Inc.
and
NC Capital Corporation.
“Rating
Agency”: Each of the Rating Agencies specified in the Preliminary Statement. If
such organization or a successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating organization, or other
comparable Person, as is designated by the Depositor, notice of which
designation shall be given to the Trustee. References herein to a given rating
or rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers. For purposes of Section 10.05(b), the
addresses for notices to each Rating Agency shall be the address specified
therefor in the definition corresponding to the name of such Rating Agency,
or
such other address as either such Rating Agency may hereafter furnish to the
Depositor, the Trustee and the Servicers.
“Realized
Losses”: With respect to any date of determination and any Liquidated Mortgage
Loan, the amount, if any, by which (a) the unpaid principal balance of such
Liquidated Mortgage Loan together with accrued and unpaid interest thereon
exceeds (b) the Liquidation Proceeds with respect thereto net of the
expenses incurred by the applicable Servicer in connection with the liquidation
of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing
Advances with respect to such Liquidated Mortgage Loan.
“Record
Date”: With respect to any Distribution Date, the close of business on the
Business Day immediately preceding such Distribution Date; provided, however,
that, for any Certificate issued in definitive form, the Record Date shall
be
the close of business on the last Business Day of the month preceding the month
in which such applicable Distribution Date occurs.
“Reference
Bank”: As defined in Section 4.04.
“Regular
Certificates”: As specified in the Preliminary Statement.
“Regulation
AB”:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended Due Period as a result of the application of the
Servicemembers Civil Relief Act or any similar state statutes.