AMERIQUEST MORTGAGE SECURITIES INC.
AMERIQUEST
MORTGAGE SECURITIES INC.
Depositor
AMERIQUEST
MORTGAGE COMPANY
Master
Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY
Trustee
Dated
as of February 1, 2006
ASSET-BACKED
PASS-THROUGH CERTIFICATES
SERIES
2006-R1
TABLE
OF CONTENTS
SECTION
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.03.
|
Rights
of the NIMS Insurer.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by the Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the Depositor;
Payment
of Prepayment Charge Payment Amounts.
|
|
SECTION
2.04.
|
[Reserved].
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Master Servicer.
|
|
SECTION
2.06.
|
Issuance
of the REMIC I Regular Interests and the Class R-I Interest.
|
|
SECTION
2.07.
|
Conveyance
of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC
III by
the Trustee.
|
|
SECTION
2.08.
|
Issuance
of Class R Certificates and Class R-X Certificates.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
3.01.
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
3.02.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.03.
|
[Reserved].
|
|
SECTION
3.04.
|
Collection
Account, Escrow Account and Distribution Account.
|
|
SECTION
3.05.
|
Permitted
Withdrawals From the Collection Account, Escrow Account and Distribution
Account.
|
|
SECTION
3.06.
|
Investment
of Funds in the Collection Account, the Escrow Account, the REO Account
and the Distribution Account.
|
|
SECTION
3.07.
|
Payment
of Taxes, Insurance and Other Charges.
|
|
SECTION
3.08.
|
Maintenance
of Hazard Insurance.
|
|
SECTION
3.09.
|
Maintenance
of Mortgage Blanket Insurance.
|
|
SECTION
3.10.
|
Fidelity
Bond; Errors and Omissions Insurance.
|
|
SECTION
3.11.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.12.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.13.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.14.
|
[Reserved].
|
|
SECTION
3.15.
|
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
|
SECTION
3.16.
|
Optional
Purchase of Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Statement
as to Compliance.
|
|
SECTION
3.20.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.21.
|
Access
to Certain Documentation.
|
|
SECTION
3.22.
|
[Reserved].
|
|
SECTION
3.23.
|
Advance
Facility.
|
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
Statements
to Certificateholders.
|
|
SECTION
4.03.
|
Remittance
Reports and Other Reports to the Trustee; Advances; Payments in Respect
of
Prepayment Interest Shortfalls.
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
|
SECTION
4.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06.
|
Commission
Reporting.
|
|
SECTION
4.07.
|
[Reserved].
|
|
SECTION
4.08.
|
[Reserved].
|
|
SECTION
4.09.
|
[Reserved].
|
|
SECTION
4.10.
|
Swap
Account
|
|
SECTION
4.11.
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
|
SECTION
4.12.
|
Net
WAC Rate Carryover Reserve Account.
|
ARTICLE
V
THE
CERTIFICATES
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Certain
Available Information.
|
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
SECTION
6.01.
|
Liability
of the Depositor and the Master Servicer.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Master Servicer and Others.
|
|
SECTION
6.04.
|
Limitation
on Resignation of the Master Servicer.
|
|
SECTION
6.05.
|
Rights
of the Depositor in Respect of the Master Servicer.
|
|
SECTION
6.06.
|
Sub-Servicing
Agreements Between the Master Servicer and Sub-Servicers.
|
|
SECTION
6.07.
|
Successor
Sub-Servicers.
|
|
SECTION
6.08.
|
Liability
of the Master Servicer.
|
|
SECTION
6.09.
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
6.10.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
6.11.
|
Sub-Servicing
Accounts.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01.
|
Master
Servicer Events of Default.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
|
SECTION
7.04.
|
Waiver
of Master Servicer Events of Default.
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE
|
SECTION
8.01.
|
Duties
of Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03.
|
The
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 Trustee.
|
|
SECTION
8.07.
|
Resignation
and Removal of the Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Appointment
of Custodians.
|
|
SECTION
8.12.
|
Appointment
of Office or Agency.
|
|
SECTION
8.13.
|
Representations
and Warranties of the Trustee.
|
ARTICLE
IX
TERMINATION
|
SECTION
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
|
|
SECTION
9.02.
|
Additional
Termination Requirements.
|
ARTICLE
X
REMIC
PROVISIONS
|
SECTION
10.01.
|
REMIC
Administration.
|
|
SECTION
10.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03.
|
Master
Servicer and Trustee Indemnification.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Notice
to Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.08.
|
Article
and Section References.
|
|
SECTION
11.09.
|
Grant
of Security Interest.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Intention
of the Parties and Interpretation.
|
|
Exhibits
|
|
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2A
|
Form
of Class A-2A Certificate
|
|
Exhibit
A-2B
|
Form
of Class A-2B Certificate
|
|
Exhibit
A-2C
|
Form
of Class A-2C Certificate
|
|
Exhibit
A-2D
|
Form
of Class A-2D Certificate
|
|
Exhibit
A-M-1
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-M-2
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-M-3
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-M-4
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-M-5
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-M-6
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-M-7
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-M-8
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-M-9
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-M-10
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-M-11
|
Form
of Class M-11 Certificate
|
|
Exhibit
A-CE
|
Form
of Class CE Certificate
|
|
Exhibit
A-P
|
Form
of Class P Certificate
|
|
Exhibit
A-R
|
Form
of Class R Certificate
|
|
Exhibit
A-R-X
|
Form
of Class R-X Certificate
|
|
Exhibit
B
|
Form
of Lost Note Affidavit
|
|
Exhibit
C-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
C-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
C-3
|
Form
of Trustee’s Receipt of Mortgage Note
|
|
Exhibit
D
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of Class CE and Class P Certificates
Pursuant to Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
I
|
Loss
Mitigation Action Plan
|
|
Exhibit
J-1
|
Form
of Certification to Be Provided by the Depositor with Form
10-K
|
|
Exhibit
J-2
|
Form
of Certification to Be Provided to Depositor by the
Trustee
|
|
Exhibit
K
|
[Reserved]
|
|
Exhibit
L
|
[Reserved]
|
|
Exhibit
M
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
N
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of February 1, 2006,
among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE
COMPANY, as Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate shall evidence the entire beneficial ownership interest in each REMIC
(as defined herein) created hereunder. The Trust Fund shall consist of a
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (other than
any Master Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account, the Swap Account and the Interest Rate Swap
Agreement) subject to this Agreement as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as “REMIC I.” The Class
R-I Interest shall be the sole class of “residual interests” in REMIC I for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests shall be certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date
(1)
|
||||||
|
I
|
Variable(2)
|
$
|
77,279,108.21
|
March
25, 2036
|
||||||
|
I-1-A
|
Variable(2)
|
$
|
4,089,800.46
|
March
25, 2036
|
||||||
|
I-1-B
|
Variable(2)
|
$
|
4,089,800.46
|
March
25, 2036
|
||||||
|
I-2-A
|
Variable(2)
|
$
|
4,462,948.33
|
March
25, 2036
|
||||||
|
I-2-B
|
Variable(2)
|
$
|
4,462,948.33
|
March
25, 2036
|
||||||
|
I-3-A
|
Variable(2)
|
$
|
7,765,462.04
|
March
25, 2036
|
||||||
|
I-3-B
|
Variable(2)
|
$
|
7,765,462.04
|
March
25, 2036
|
||||||
|
I-4-A
|
Variable(2)
|
$
|
7,795,593.57
|
March
25, 2036
|
||||||
|
I-4-B
|
Variable(2)
|
$
|
7,795,593.57
|
March
25, 2036
|
||||||
|
I-5-A
|
Variable(2)
|
$
|
8,099,246.68
|
March
25, 2036
|
||||||
|
I-5-B
|
Variable(2)
|
$
|
8,099,246.68
|
March
25, 2036
|
||||||
|
I-6-A
|
Variable(2)
|
$
|
11,473,438.80
|
March
25, 2036
|
||||||
|
I-6-B
|
Variable(2)
|
$
|
11,473,438.80
|
March
25, 2036
|
||||||
|
I-7-A
|
Variable(2)
|
$
|
11,356,284.64
|
March
25, 2036
|
||||||
|
I-7-B
|
Variable(2)
|
$
|
11,356,284.64
|
March
25, 2036
|
||||||
|
I-8-A
|
Variable(2)
|
$
|
12,044,101.36
|
March
25, 2036
|
||||||
|
I-8-B
|
Variable(2)
|
$
|
12,044,101.36
|
March
25, 2036
|
||||||
|
I-9-A
|
Variable(2)
|
$
|
17,665,830.32
|
March
25, 2036
|
||||||
|
I-9-B
|
Variable(2)
|
$
|
17,665,830.32
|
March
25, 2036
|
||||||
|
I-10-A
|
Variable(2)
|
$
|
17,190,892.44
|
March
25, 2036
|
||||||
|
I-10-B
|
Variable(2)
|
$
|
17,190,892.44
|
March
25, 2036
|
||||||
|
I-11-A
|
Variable(2)
|
$
|
17,192,706.90
|
March
25, 2036
|
||||||
|
I-11-B
|
Variable(2)
|
$
|
17,192,706.90
|
March
25, 2036
|
||||||
|
I-12-A
|
Variable(2)
|
$
|
21,436,500.24
|
March
25, 2036
|
||||||
|
I-12-B
|
Variable(2)
|
$
|
21,436,500.24
|
March
25, 2036
|
||||||
|
I-13-A
|
Variable(2)
|
$
|
20,421,759.21
|
March
25, 2036
|
||||||
|
I-13-B
|
Variable(2)
|
$
|
20,421,759.21
|
March
25, 2036
|
||||||
|
I-14-A
|
Variable(2)
|
$
|
19,467,747.96
|
March
25, 2036
|
||||||
|
I-14-B
|
Variable(2)
|
$
|
19,467,747.96
|
March
25, 2036
|
||||||
|
I-15-A
|
Variable(2)
|
$
|
18,558,200.36
|
March
25, 2036
|
||||||
|
I-15-B
|
Variable(2)
|
$
|
18,558,200.36
|
March
25, 2036
|
||||||
|
I-16-A
|
Variable(2)
|
$
|
17,684,150.04
|
March
25, 2036
|
||||||
|
I-16-B
|
Variable(2)
|
$
|
17,684,150.04
|
March
25, 2036
|
||||||
|
I-17-A
|
Variable(2)
|
$
|
17,975,170.12
|
March
25, 2036
|
||||||
|
I-17-B
|
Variable(2)
|
$
|
17,975,170.12
|
March
25, 2036
|
||||||
|
I-18-A
|
Variable(2)
|
$
|
23,920,267.88
|
March
25, 2036
|
||||||
|
I-18-B
|
Variable(2)
|
$
|
23,920,267.88
|
March
25, 2036
|
||||||
|
I-19-A
|
Variable(2)
|
$
|
22,219,822.45
|
March
25, 2036
|
||||||
|
I-19-B
|
Variable(2)
|
$
|
22,219,822.45
|
March
25, 2036
|
||||||
|
I-20-A
|
Variable(2)
|
$
|
21,265,930.77
|
March
25, 2036
|
||||||
|
I-20-B
|
Variable(2)
|
$
|
21,265,930.77
|
March
25, 2036
|
||||||
|
I-21-A
|
Variable(2)
|
$
|
24,400,684.79
|
March
25, 2036
|
||||||
|
I-21-B
|
Variable(2)
|
$
|
24,400,684.79
|
March
25, 2036
|
||||||
|
I-22-A
|
Variable(2)
|
$
|
22,153,648.25
|
March
25, 2036
|
||||||
|
I-22-B
|
Variable(2)
|
$
|
22,153,648.25
|
March
25, 2036
|
||||||
|
I-23-A
|
Variable(2)
|
$
|
69,421,760.48
|
March
25, 2036
|
||||||
|
I-23-B
|
Variable(2)
|
$
|
69,421,760.48
|
March
25, 2036
|
||||||
|
I-24-A
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-24-B
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-25-A
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-25-B
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-26-A
|
Variable(2)
|
$
|
3,738,504.74
|
March
25, 2036
|
||||||
|
I-26-B
|
Variable(2)
|
$
|
3,738,504.74
|
March
25, 2036
|
||||||
|
I-27-A
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-27-B
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-28-A
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-28-B
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-29-A
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-29-B
|
Variable(2)
|
$
|
3,738,505.79
|
March
25, 2036
|
||||||
|
I-30-A
|
Variable(2)
|
$
|
19,146,930.93
|
March
25, 2036
|
||||||
|
I-30-B
|
Variable(2)
|
$
|
19,146,930.93
|
March
25, 2036
|
||||||
|
I-31-A
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-31-B
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-32-A
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-32-B
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-33-A
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-33-B
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-34-A
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-34-B
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-35-A
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-35-B
|
Variable(2)
|
$
|
2,849,620.97
|
March
25, 2036
|
||||||
|
I-36-A
|
Variable(2)
|
$
|
3,383,344.12
|
March
25, 2036
|
||||||
|
I-36-B
|
Variable(2)
|
$
|
3,383,344.12
|
March
25, 2036
|
||||||
|
I-37-A
|
Variable(2)
|
$
|
3,267,353.10
|
March
25, 2036
|
||||||
|
I-37-B
|
Variable(2)
|
$
|
3,267,353.10
|
March
25, 2036
|
||||||
|
I-38-A
|
Variable(2)
|
$
|
3,136,942.91
|
March
25, 2036
|
||||||
|
I-38-B
|
Variable(2)
|
$
|
3,136,942.91
|
March
25, 2036
|
||||||
|
I-39-A
|
Variable(2)
|
$
|
3,038,864.67
|
March
25, 2036
|
||||||
|
I-39-B
|
Variable(2)
|
$
|
3,038,864.67
|
March
25, 2036
|
||||||
|
I-40-A
|
Variable(2)
|
$
|
2,936,150.66
|
March
25, 2036
|
||||||
|
I-40-B
|
Variable(2)
|
$
|
2,936,150.66
|
March
25, 2036
|
||||||
|
I-41-A
|
Variable(2)
|
$
|
2,862,081.99
|
March
25, 2036
|
||||||
|
I-41-B
|
Variable(2)
|
$
|
2,862,081.99
|
March
25, 2036
|
||||||
|
I-42-A
|
Variable(2)
|
$
|
2,792,053.38
|
March
25, 2036
|
||||||
|
I-42-B
|
Variable(2)
|
$
|
2,792,053.38
|
March
25, 2036
|
||||||
|
I-43-A
|
Variable(2)
|
$
|
2,737,207.47
|
March
25, 2036
|
||||||
|
I-43-B
|
Variable(2)
|
$
|
2,737,207.47
|
March
25, 2036
|
||||||
|
I-44-A
|
Variable(2)
|
$
|
2,687,595.17
|
March
25, 2036
|
||||||
|
I-44-B
|
Variable(2)
|
$
|
2,687,595.17
|
March
25, 2036
|
||||||
|
I-45-A
|
Variable(2)
|
$
|
2,598,642.72
|
March
25, 2036
|
||||||
|
I-45-B
|
Variable(2)
|
$
|
2,598,642.72
|
March
25, 2036
|
||||||
|
I-46-A
|
Variable(2)
|
$
|
2,516,820.13
|
March
25, 2036
|
||||||
|
I-46-B
|
Variable(2)
|
$
|
2,516,820.13
|
March
25, 2036
|
||||||
|
I-47-A
|
Variable(2)
|
$
|
2,432,814.95
|
March
25, 2036
|
||||||
|
I-47-B
|
Variable(2)
|
$
|
2,432,814.95
|
March
25, 2036
|
||||||
|
I-48-A
|
Variable(2)
|
$
|
2,354,674.77
|
March
25, 2036
|
||||||
|
I-48-B
|
Variable(2)
|
$
|
2,354,674.77
|
March
25, 2036
|
||||||
|
I-49-A
|
Variable(2)
|
$
|
2,284,322.07
|
March
25, 2036
|
||||||
|
I-49-B
|
Variable(2)
|
$
|
2,284,322.07
|
March
25, 2036
|
||||||
|
I-50-A
|
Variable(2)
|
$
|
77,741,308.50
|
March
25, 2036
|
||||||
|
I-50-B
|
Variable(2)
|
$
|
77,741,308.50
|
March
25, 2036
|
||||||
|
II
|
Variable(2)
|
$
|
14,823,419.34
|
March
25, 2036
|
||||||
|
II-1-A
|
Variable(2)
|
$
|
784,490.79
|
March
25, 2036
|
||||||
|
II-1-B
|
Variable(2)
|
$
|
784,490.79
|
March
25, 2036
|
||||||
|
II-2-A
|
Variable(2)
|
$
|
856,066.67
|
March
25, 2036
|
||||||
|
II-2-B
|
Variable(2)
|
$
|
856,066.67
|
March
25, 2036
|
||||||
|
II-3-A
|
Variable(2)
|
$
|
1,489,542.96
|
March
25, 2036
|
||||||
|
II-3-B
|
Variable(2)
|
$
|
1,489,542.96
|
March
25, 2036
|
||||||
|
II-4-A
|
Variable(2)
|
$
|
1,495,322.68
|
March
25, 2036
|
||||||
|
II-4-B
|
Variable(2)
|
$
|
1,495,322.68
|
March
25, 2036
|
||||||
|
II-5-A
|
Variable(2)
|
$
|
1,553,568.32
|
March
25, 2036
|
||||||
|
II-5-B
|
Variable(2)
|
$
|
1,553,568.32
|
March
25, 2036
|
||||||
|
II-6-A
|
Variable(2)
|
$
|
2,200,793.70
|
March
25, 2036
|
||||||
|
II-6-B
|
Variable(2)
|
$
|
2,200,793.70
|
March
25, 2036
|
||||||
|
II-7-A
|
Variable(2)
|
$
|
2,178,321.61
|
March
25, 2036
|
||||||
|
II-7-B
|
Variable(2)
|
$
|
2,178,321.61
|
March
25, 2036
|
||||||
|
II-8-A
|
Variable(2)
|
$
|
2,310,256.14
|
March
25, 2036
|
||||||
|
II-8-B
|
Variable(2)
|
$
|
2,310,256.14
|
March
25, 2036
|
||||||
|
II-9-A
|
Variable(2)
|
$
|
3,388,595.93
|
March
25, 2036
|
||||||
|
II-9-B
|
Variable(2)
|
$
|
3,388,595.93
|
March
25, 2036
|
||||||
|
II-10-A
|
Variable(2)
|
$
|
3,297,495.06
|
March
25, 2036
|
||||||
|
II-10-B
|
Variable(2)
|
$
|
3,297,495.06
|
March
25, 2036
|
||||||
|
II-11-A
|
Variable(2)
|
$
|
3,297,843.10
|
March
25, 2036
|
||||||
|
II-11-B
|
Variable(2)
|
$
|
3,297,843.10
|
March
25, 2036
|
||||||
|
II-12-A
|
Variable(2)
|
$
|
4,111,872.26
|
March
25, 2036
|
||||||
|
II-12-B
|
Variable(2)
|
$
|
4,111,872.26
|
March
25, 2036
|
||||||
|
II-13-A
|
Variable(2)
|
$
|
3,917,228.29
|
March
25, 2036
|
||||||
|
II-13-B
|
Variable(2)
|
$
|
3,917,228.29
|
March
25, 2036
|
||||||
|
II-14-A
|
Variable(2)
|
$
|
3,734,233.29
|
March
25, 2036
|
||||||
|
II-14-B
|
Variable(2)
|
$
|
3,734,233.29
|
March
25, 2036
|
||||||
|
II-15-A
|
Variable(2)
|
$
|
3,559,767.14
|
March
25, 2036
|
||||||
|
II-15-B
|
Variable(2)
|
$
|
3,559,767.14
|
March
25, 2036
|
||||||
|
II-16-A
|
Variable(2)
|
$
|
3,392,109.96
|
March
25, 2036
|
||||||
|
II-16-B
|
Variable(2)
|
$
|
3,392,109.96
|
March
25, 2036
|
||||||
|
II-17-A
|
Variable(2)
|
$
|
3,447,932.38
|
March
25, 2036
|
||||||
|
II-17-B
|
Variable(2)
|
$
|
3,447,932.38
|
March
25, 2036
|
||||||
|
II-18-A
|
Variable(2)
|
$
|
4,588,299.62
|
March
25, 2036
|
||||||
|
II-18-B
|
Variable(2)
|
$
|
4,588,299.62
|
March
25, 2036
|
||||||
|
II-19-A
|
Variable(2)
|
$
|
4,262,126.30
|
March
25, 2036
|
||||||
|
II-19-B
|
Variable(2)
|
$
|
4,262,126.30
|
March
25, 2036
|
||||||
|
II-20-A
|
Variable(2)
|
$
|
4,079,154.23
|
March
25, 2036
|
||||||
|
II-20-B
|
Variable(2)
|
$
|
4,079,154.23
|
March
25, 2036
|
||||||
|
II-21-A
|
Variable(2)
|
$
|
4,680,451.46
|
March
25, 2036
|
||||||
|
II-21-B
|
Variable(2)
|
$
|
4,680,451.46
|
March
25, 2036
|
||||||
|
II-22-A
|
Variable(2)
|
$
|
4,249,433.00
|
March
25, 2036
|
||||||
|
II-22-B
|
Variable(2)
|
$
|
4,249,433.00
|
March
25, 2036
|
||||||
|
II-23-A
|
Variable(2)
|
$
|
13,316,232.02
|
March
25, 2036
|
||||||
|
II-23-B
|
Variable(2)
|
$
|
13,316,232.02
|
March
25, 2036
|
||||||
|
II-24-A
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-24-B
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-25-A
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-25-B
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-26-A
|
Variable(2)
|
$
|
717,106.51
|
March
25, 2036
|
||||||
|
II-26-B
|
Variable(2)
|
$
|
717,106.51
|
March
25, 2036
|
||||||
|
II-27-A
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-27-B
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-28-A
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-28-B
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-29-A
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-29-B
|
Variable(2)
|
$
|
717,106.71
|
March
25, 2036
|
||||||
|
II-30-A
|
Variable(2)
|
$
|
3,672,695.32
|
March
25, 2036
|
||||||
|
II-30-B
|
Variable(2)
|
$
|
3,672,695.32
|
March
25, 2036
|
||||||
|
II-31-A
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-31-B
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-32-A
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-32-B
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-33-A
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-33-B
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-34-A
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-34-B
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-35-A
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-35-B
|
Variable(2)
|
$
|
546,604.03
|
March
25, 2036
|
||||||
|
II-36-A
|
Variable(2)
|
$
|
648,980.88
|
March
25, 2036
|
||||||
|
II-36-B
|
Variable(2)
|
$
|
648,980.88
|
March
25, 2036
|
||||||
|
II-37-A
|
Variable(2)
|
$
|
626,731.90
|
March
25, 2036
|
||||||
|
II-37-B
|
Variable(2)
|
$
|
626,731.90
|
March
25, 2036
|
||||||
|
II-38-A
|
Variable(2)
|
$
|
601,717.09
|
March
25, 2036
|
||||||
|
II-38-B
|
Variable(2)
|
$
|
601,717.09
|
March
25, 2036
|
||||||
|
II-39-A
|
Variable(2)
|
$
|
582,904.08
|
March
25, 2036
|
||||||
|
II-39-B
|
Variable(2)
|
$
|
582,904.08
|
March
25, 2036
|
||||||
|
II-40-A
|
Variable(2)
|
$
|
563,201.84
|
March
25, 2036
|
||||||
|
II-40-B
|
Variable(2)
|
$
|
563,201.84
|
March
25, 2036
|
||||||
|
II-41-A
|
Variable(2)
|
$
|
548,994.26
|
March
25, 2036
|
||||||
|
II-41-B
|
Variable(2)
|
$
|
548,994.26
|
March
25, 2036
|
||||||
|
II-42-A
|
Variable(2)
|
$
|
535,561.62
|
March
25, 2036
|
||||||
|
II-42-B
|
Variable(2)
|
$
|
535,561.62
|
March
25, 2036
|
||||||
|
II-43-A
|
Variable(2)
|
$
|
525,041.28
|
March
25, 2036
|
||||||
|
II-43-B
|
Variable(2)
|
$
|
525,041.28
|
March
25, 2036
|
||||||
|
II-44-A
|
Variable(2)
|
$
|
515,524.83
|
March
25, 2036
|
||||||
|
II-44-B
|
Variable(2)
|
$
|
515,524.83
|
March
25, 2036
|
||||||
|
II-45-A
|
Variable(2)
|
$
|
498,462.28
|
March
25, 2036
|
||||||
|
II-45-B
|
Variable(2)
|
$
|
498,462.28
|
March
25, 2036
|
||||||
|
II-46-A
|
Variable(2)
|
$
|
482,767.37
|
March
25, 2036
|
||||||
|
II-46-B
|
Variable(2)
|
$
|
482,767.37
|
March
25, 2036
|
||||||
|
II-47-A
|
Variable(2)
|
$
|
466,653.80
|
March
25, 2036
|
||||||
|
II-47-B
|
Variable(2)
|
$
|
466,653.80
|
March
25, 2036
|
||||||
|
II-48-A
|
Variable(2)
|
$
|
451,665.23
|
March
25, 2036
|
||||||
|
II-48-B
|
Variable(2)
|
$
|
451,665.23
|
March
25, 2036
|
||||||
|
II-49-A
|
Variable(2)
|
$
|
438,170.43
|
March
25, 2036
|
||||||
|
II-49-B
|
Variable(2)
|
$
|
438,170.43
|
March
25, 2036
|
||||||
|
II-50-A
|
Variable(2)
|
$
|
14,912,057.75
|
March
25, 2036
|
||||||
|
II-50-B
|
Variable(2)
|
$
|
14,912,057.75
|
March
25, 2036
|
||||||
|
P
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
||||||
________________
1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
REMIC
II
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC II.”
The Class R-II Interest shall evidence the sole class of “residual interests” in
REMIC II for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the REMIC II Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC II Regular Interests (as defined herein). None of the REMIC II Regular
Interests shall be certificated.
|
Designation
|
REMIC
II Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible
Maturity
Date
(1)
|
|||||
|
II-LTAA
|
Variable(2)
|
$
|
735,007,237.32
|
Xxxxx
00, 0000
|
||||
|
XX-XXX0
|
Variable(2)
|
$
|
4,877,055.00
|
Xxxxx
00, 0000
|
||||
|
XX-XXX0X
|
Variable(2)
|
$
|
417,650.00
|
Xxxxx
00, 0000
|
||||
|
XX-XXX0X
|
Variable(2)
|
$
|
188,300.00
|
Xxxxx
00, 0000
|
||||
|
XX-XXX0X
|
Variable(2)
|
$
|
192,500.00
|
Xxxxx
00, 0000
|
||||
|
XX-XXX0X
|
Variable(2)
|
$
|
137,045.00
|
March
25, 2036
|
||||
|
II-LTM1
|
Variable(2)
|
$
|
412,500.00
|
March
25, 2036
|
||||
|
II-LTM2
|
Variable(2)
|
$
|
315,000.00
|
March
25, 2036
|
||||
|
II-LTM3
|
Variable(2)
|
$
|
150,000.00
|
March
25, 2036
|
||||
|
II-LTM4
|
Variable(2)
|
$
|
123,750.00
|
March
25, 2036
|
||||
|
II-LTM5
|
Variable(2)
|
$
|
116,250.00
|
March
25, 2036
|
||||
|
II-LTM6
|
Variable(2)
|
$
|
105,000.00
|
March
25, 2036
|
||||
|
II-LTM7
|
Variable(2)
|
$
|
101,250.00
|
March
25, 2036
|
||||
|
II-LTM8
|
Variable(2)
|
$
|
75,000.00
|
March
25, 2036
|
||||
|
II-LTM9
|
Variable(2)
|
$
|
45,000.00
|
March
25, 2036
|
||||
|
II-LTM10
|
Variable(2)
|
$
|
56,250.00
|
March
25, 2036
|
||||
|
II-LTZZ
|
Variable(2)
|
$
|
75,000.00
|
Xxxxx
00, 0000
|
||||
|
XX-XXX
|
Variable(2)
|
$
|
7,612,597.70
|
March
25, 2036
|
||||
|
II-LT1SUB
|
Variable(2)
|
$
|
28,318.45
|
March
25, 2036
|
||||
|
II-LT1GRP
|
Variable(2)
|
$
|
125,859.56
|
March
25, 2036
|
||||
|
II-LT2SUB
|
Variable(2)
|
$
|
5,432.03
|
Xxxxx
00, 0000
|
||||
|
XX-XX0XXX
|
Variable(2)
|
$
|
24,141.93
|
March
25, 2036
|
||||
|
II-XX
|
Variable(2)
|
$
|
749,823,633.06
|
March
25, 2036
|
||||
|
II-IO
|
Variable(2)
|
(3)
|
March
25, 2036
|
|||||
________________
1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
(3)
REMIC II Regular Interest II-IO will not have an Uncertificated Balance, but
will accrue interest on its Uncertificated Notional Amount.
REMIC
III
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC III.”
The Class R-III Interest shall evidence the sole class of “residual interests”
in REMIC III for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated classes of Certificates and interests.
Each
Certificate, other than the Class P Certificate, the Class CE Certificate and
the Class R Certificates, represents ownership of a Regular Interest in REMIC
III and also represents (i) the right to receive payments with respect to the
Net WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to
pay
Class IO Distribution Amounts (as defined herein). The entitlement to principal
of the Regular Interest which corresponds to each Certificate shall be equal
in
amount and timing to the entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date
(1)
|
||||||
|
Class
A-1
|
Variable(2)
|
$
|
975,411,000.00
|
March
25, 2036
|
|||||
|
Class
A-2A
|
Variable(2)
|
$
|
83,530,000.00
|
March
25, 2036
|
|||||
|
Class
A-2B
|
Variable(2)
|
$
|
37,660,000.00
|
March
25, 2036
|
|||||
|
Class
A-2C
|
Variable(2)
|
$
|
38,500,000.00
|
March
25, 2036
|
|||||
|
Class
A-2D
|
Variable(2)
|
$
|
27,409,000.00
|
March
25, 2036
|
|||||
|
Class
M-1
|
Variable(2)
|
$
|
82,500,000.00
|
March
25, 2036
|
|||||
|
Class
M-2
|
Variable(2)
|
$
|
63,000,000.00
|
March
25, 2036
|
|||||
|
Class
M-3
|
Variable(2)
|
$
|
30,000,000.00
|
March
25, 2036
|
|||||
|
Class
M-4
|
Variable(2)
|
$
|
24,750,000.00
|
March
25, 2036
|
|||||
|
Class
M-5
|
Variable(2)
|
$
|
23,250,000.00
|
March
25, 2036
|
|||||
|
Class
M-6
|
Variable(2)
|
$
|
21,000,000.00
|
March
25, 2036
|
|||||
|
Class
M-7
|
Variable(2)
|
$
|
20,250,000.00
|
March
25, 2036
|
|||||
|
Class
M-8
|
Variable(2)
|
$
|
15,000,000.00
|
March
25, 2036
|
|||||
|
Class
M-9
|
Variable(2)
|
$
|
9,000,000.00
|
March
25, 2036
|
|||||
|
Class
M-10
|
Variable(2)
|
$
|
11,250,000.00
|
March
25, 2036
|
|||||
|
Class
M-11
|
Variable(2)
|
$
|
15,000,000.00
|
March
25, 2036
|
|||||
|
Class
CE Interest
|
Variable(2)(3)
|
$
|
22,504,770.05
|
March
25, 2036
|
|||||
|
Class
P Interest
|
Variable(2)(4)
|
$
|
100.00
|
March
25, 2036
|
|||||
|
Class
SWAP-IO Interest
|
N/A(5)
|
N/A(5)
|
March
25, 2036
|
||||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates and interests.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class CE Interest shall accrue interest at their variable Pass-Through Rate
on
the Notional Amount of the Class CE Interest outstanding from time to time
which
shall equal the aggregate Uncertificated Balance of the REMIC II Regular
Interests, other than REMIC II Regular Interest II-LTP. The Class CE Interest
shall not accrue interest on its Certificate Principal Balance.
(4) The
Class P Interest will be entitled to 100% of amounts distributed in respect
of
REMIC II Regular Interest LTP.
(5) The
Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of amounts distributed on REMIC
II Regular Interest II-IO.
REMIC
IV
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as “REMIC IV.” The Class
R-IV Interest shall evidence the sole class of “residual interests” in REMIC IV
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date
(1)
|
|||||
|
Class
CE Certificates
|
Variable(2)
|
$
|
22,504,770.05
|
March
25, 2036
|
||||
________________
|
1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for the Class CE Certificates.
|
|
(2)
|
The
Class CE Certificates shall receive 100% of amounts received in respect
of
the Class CE Interest.
|
REMIC
V
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC V.”
The Class R-V Interest represents the sole class of “residual interests” in
REMIC V for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date
(1)
|
|||||
|
Class
P Certificates
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
||||
________________
|
1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for the Class P Certificates.
|
|
(2)
|
The
Class P Certificates shall receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
VI
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class SWAP-IO Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets shall be designated as “REMIC
VI.” The Class R-VI Interest represents the sole class of “residual interests”
in REMIC VI for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated REMIC VII Regular Interest, which will be
uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date
(1)
|
||||
|
SWAP-IO
|
Variable(2)
|
N/A
|
March
25, 2036
|
________________
|
1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for REMIC VI Regular Interest
SWAP-IO.
|
|
(2)
|
REMIC
VI Regular Interest SWAP-IO shall receive 100% of amounts received
in
respect of the Class SWAP-IO
Interest.
|
As
of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $1,258,595,596.49 and the Group II Mortgage Loans
had
an aggregate Scheduled Principal Balance equal to $241,419,273.56.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION
1.01. Defined Terms.
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months and all calculations on each
Regular Interest shall be made on the basis of a 360-day year and the actual
number of days in the month.
“Accrued
Certificate Interest”: With respect to any Class of Certificates (other than the
Class P Certificates and the Residual Certificates) and each Distribution Date,
interest accrued during the related Interest Accrual Period at the Pass-Through
Rate for such Certificate for such Distribution Date on the Certificate
Principal Balance, in the case of the Adjustable-Rate Certificates and the
Fixed-Rate Certificates, or on the Notional Amount, in the case of the Class
CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, shall not accrue interest. All distributions of
interest on the Adjustable-Rate Certificates shall be calculated on the basis
of
a 360-day year and the actual number of days in the applicable Interest Accrual
Period. All distributions of interest on the Fixed-Rate Certificates and the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. Accrued Certificate Interest with respect to each Distribution
Date, as to any Class A Certificate or Mezzanine Certificate, shall be reduced
by an amount equal to the portion allocable to such Certificate pursuant to
Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 4.03(e) or allocated to the Class CE Certificates
pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date not allocated to the Class CE
Certificates pursuant to Section 1.02. Accrued Certificate Interest with respect
to each Distribution Date and any Class CE Certificate shall be reduced by
(a)
Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof, (b) Relief Act Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof and
(c)
an amount equal to the portion of Realized Losses, if any, allocable to interest
on the Class CE Certificate pursuant to Section 4.04 hereof.
“Adjustable-Rate
Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
or a successor Master Servicer in respect of any Distribution 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 4.03.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control,” when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) the Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date, reduced by the amount of
the
increase in the Certificate Principal Balance of such Class of Certificates
due
to the receipt of Subsequent Recoveries as provided in Section
4.01.
“Annual
Statement of Compliance”: As defined in Section 3.19.
“Applicable
Regulations”: As to any Mortgage Loan, all federal, state and local laws,
statutes, rules and regulations applicable thereto.
“Assessment
of Compliance”: As defined in Section 3.20.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom if applicable, the mortgage recordation
information which has not been returned by the applicable recorder’s office
and/or the assignee’s name), which is sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
“Attestation
Report”: As defined in Section 3.20.
“Available
Funds”: With respect to any Distribution Date, an amount equal to (1) the sum of
(a) the aggregate of the amounts on deposit in the Collection Account and
Distribution Account as of the close of business on the related Determination
Date, including any Subsequent Recoveries, (b) the aggregate of any amounts
received in respect of an REO Property withdrawn from any REO Account and
deposited in the Distribution Account for such Distribution Date pursuant to
Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution
Account by the Master Servicer in respect of Prepayment Interest Shortfalls
for
such Distribution Date pursuant to Section 4.03(e), (d) the aggregate of any
Advances made by the Master Servicer for such Distribution Date pursuant to
Section 4.03 and (e) the aggregate of any Advances made by the successor Master
Servicer or the Trustee for such Distribution Date pursuant to Section 7.02(b),
reduced (to not less than zero) by (2) the sum of (x) the portion of the amount
described in clause (1)(a) above that represents (i) Monthly Payments on the
Mortgage Loans received from a Mortgagor on or prior to the Determination Date
but due during any Due Period subsequent to the related Due Period, (ii)
Principal Prepayments on the Mortgage Loans received after the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee
payable from the Distribution Account pursuant to Section 8.05, (vii) amounts
deposited in the Collection Account or the Distribution Account in error and
(viii) the amount of any Prepayment Charges collected by the Master Servicer
and
the amount of any Master Servicer Prepayment Charge Payment Amounts, (y) amounts
reimbursable to the Trustee for an advance made pursuant to Section 7.02(b)
which advance the Trustee has determined to be nonrecoverable from the Stayed
Funds in respect of which it was made and (z) any Net Swap Payment or any Swap
Termination Payments owed to the Interest Rate Swap Provider other
than due to a Swap Provider Trigger Event (after taking into account any upfront
payment received by the Interest Rate Swap Provider from the counterparty to
a
replacement similar agreement).
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates shall be the Class A
Certificates and the Mezzanine Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of California, the State of New
York,
or in the city in which the Corporate Trust Office of the Trustee is located,
are authorized or obligated by law or executive order to be closed.
“Certificate”:
Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series
2006-R1, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class A-2C, Class A-2D, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10, Class M-11, Class CE, Class P, Class R and Class R-X,
issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to six places,
the
numerator of which is the Certificate Principal Balance (or the Notional Amount,
in the case of the Class CE Certificates) of such Class of Certificates on
such
Distribution Date (after giving effect to any distributions of principal and
allocations of Realized Losses in reduction of the Certificate Principal Balance
(or the Notional Amount, in the case of the Class CE Certificates) of such
Class
of Certificates to be made on such Distribution Date), and the denominator
of
which is the initial aggregate Certificate Principal Balance (or the Notional
Amount, in the case of the Class CE Certificates) of such Class of Certificates
as of the Closing Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon
a
certificate of the Depositor or the Master Servicer in determining whether
a
Certificate is held by an Affiliate thereof. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they
may indirectly exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided, however, that
the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
the Certificate Register.
“Certificate
Margin”: With respect to each Class of Adjustable-Rate Certificates and, for
purposes of the Marker Rate and the Maximum II-LTZZ Uncertificated Interest
Deferral Amount, the specified REMIC II Regular Interest, as
follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
REMIC
II Regular Interest II-LTA1
|
0.205
|
0.410
|
|
A-2A
|
REMIC
II Regular Interest II-LTA2A
|
0.080
|
0.160
|
|
A-2B
|
REMIC
II Regular Interest II-LTA2B
|
0.140
|
0.280
|
|
A-2C
|
REMIC
II Regular Interest II-LTA2C
|
0.190
|
0.380
|
|
A-2D
|
REMIC
II Regular Interest II-LTA2D
|
0.290
|
0.580
|
|
M-1
|
REMIC
II Regular Interest II-LTM1
|
0.390
|
0.585
|
|
M-2
|
REMIC
II Regular Interest II-LTM2
|
0.410
|
0.615
|
|
M-3
|
REMIC
II Regular Interest II-LTM3
|
0.440
|
0.660
|
|
M-4
|
REMIC
II Regular Interest II-LTM4
|
0.560
|
0.840
|
|
M-5
|
REMIC
II Regular Interest II-LTM5
|
0.590
|
0.885
|
|
M-6
|
REMIC
II Regular Interest II-LTM6
|
0.720
|
1.080
|
|
M-7
|
REMIC
II Regular Interest II-LTM7
|
1.250
|
1.875
|
|
M-8
|
REMIC
II Regular Interest II-LTM8
|
1.550
|
2.325
|
|
M-9
|
REMIC
II Regular Interest II-LTM9
|
2.500
|
3.750
|
|
M-10
|
REMIC
II Regular Interest II-LTM10
|
2.500
|
3.750
|
|
M-11
|
REMIC
II Regular Interest II-LTM11
|
2.500
|
3.750
|
__________
(1) For
the Interest Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2) For
the Interest Accrual Period for each Distribution Date after the Optional
Termination Date.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus, with respect to each
Mezzanine Certificate, any increase in the Certificate Principal Balance of
such
Certificate pursuant to Section 4.01 due to the receipt of Subsequent
Recoveries, minus all distributions allocable to principal made thereon on
such
Distribution Date and, in the case of a Mezzanine Certificate, Realized Losses
allocated thereto on such immediately prior Distribution Date (or, in the case
of any date of determination up to and including the first Distribution Date,
the initial Certificate Principal Balance of such Certificate, as stated on
the
face thereof). With respect to each Class CE Certificate as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar
appointed pursuant to Section 5.02.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A Certificate”: Any one of the Class A-1, Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates.
“Class
A Principal Distribution Amount”: With respect to any Distribution Date, an
amount equal to the sum of (i) the Senior Group I Principal Distribution Amount
and (ii) the Senior Group II Principal Distribution Amount.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest
in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-2A Certificate”: Any one of the Class A-2A Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2A and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2B Certificate”: Any one of the Class A-2B Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2B and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2C Certificate”: Any one of the Class A-2C Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2C and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2D Certificate”: Any one of the Class A-2D Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2D and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
CE Certificate”: Any one of the Class CE Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-CE and evidencing (i) a Regular Interest
in
REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“Class
CE Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class CE Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
“Class
IO Distribution Amount”: As defined in Section 3.20 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Swap Administrator on such Distribution Date in excess
of the amount payable on the Class SWAP-IO Interest on such Distribution Date,
all as further provided in Section 3.20 hereof.
“Class
SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC III.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-1 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date)
and (ii) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 66.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus
$7,500,074.35.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-2 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date) and (iii) the Certificate Principal Balance of the
Class M-2 Certificates immediately prior to such Distribution Date over (y)
the
lesser of (A) the product of (i) 74.40% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$7,500,074.35.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-3 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 78.40%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,500,074.35.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-4 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 81.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus
$7,500,074.35.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-5 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date) and (vi) the Certificate Principal Balance
of
the Class M-5 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 84.80% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,500,074.35.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-6 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 87.60%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,500,074.35.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-7 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account
the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 90.30% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus
$7,500,074.35.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-8 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account
the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date) and (ix) the Certificate Principal Balance
of
the Class M-8 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 92.30% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,500,074.35.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-9 and evidencing (i) a Regular Interest
in REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account
the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of
the
Class M-8 Certificates (after taking into account the payment of the Class
M-8
Principal Distribution Amount on such Distribution Date) and (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 93.50% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,500,074.35.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-10 and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account
the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of
the
Class M-8 Certificates (after taking into account the payment of the Class
M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into account
the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 95.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus
$7,500,074.35.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-11 and evidencing (i)
a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-11 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-11 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the
Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of
the
Class M-5 Certificates (after taking into account the payment of the Class
M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account
the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of
the
Class M-8 Certificates (after taking into account the payment of the Class
M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into account
the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
(after taking into account the payment of the Class M-10 Principal Distribution
Amount on such Distribution Date) and (xii) the Certificate Principal Balance
of
the Class M-11 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 97.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,500,074.35.
“Class
P Certificate”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-P, representing the right to distributions
as
set forth herein and therein and evidencing a Regular Interest in REMIC V for
purposes of the REMIC Provisions.
“Class
P Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC III for purposes of the REMIC Provisions.
“Class
R Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trustee, substantially in the form annexed hereto as Exhibit
A-R and evidencing the ownership of the Class R-I Interest, the Class R-II
Interest and the Class R-III Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC VI.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-R-X and evidencing the ownership of the
Class R-IV Interest, the Class R-V Interest and the Class R-VI
Interest.
“Closing
Date”: February 23, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Master Servicer
pursuant to Section 3.04(a), which shall be entitled “Ameriquest Mortgage
Company, as Master Servicer for Deutsche Bank National Trust Company, as
Trustee, in trust for the registered holders of Ameriquest Mortgage Securities
Inc., Asset-Backed Pass-Through Certificates, Series 2006-R1.” The Collection
Account must be an Eligible Account.
“Combined
Loan-to-Value Ratio”: As of any date of determination, and with respect to
second lien Mortgage Loans, the fraction, expressed as a percentage, the
numerator of which is (i) the sum of (a) the outstanding principal balance
of
the related first-lien mortgage loan plus (b) the Stated Principal Balance
of
the related second-lien mortgage loan and the denominator of which is (ii)
the
Value of the related Mortgaged Property.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 4.03(e) hereof.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor and the Master
Servicer.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest as
follows:
|
REMIC
II Regular Interest
|
Class
|
|
REMIC
II Regular Interest II-LTA1
|
A-1
|
|
REMIC
II Regular Interest II-LTA2A
|
A-2A
|
|
REMIC
II Regular Interest II-LTA2B
|
A-2B
|
|
REMIC
II Regular Interest II-LTA2C
|
A-2C
|
|
REMIC
II Regular Interest II-LTA2D
|
A-2D
|
|
REMIC
II Regular Interest II-LTM1
|
M-1
|
|
REMIC
II Regular Interest II-LTM2
|
M-2
|
|
REMIC
II Regular Interest II-LTM3
|
M-3
|
|
REMIC
II Regular Interest II-LTM4
|
M-4
|
|
REMIC
II Regular Interest II-LTM5
|
M-5
|
|
REMIC
II Regular Interest II-LTM6
|
M-6
|
|
REMIC
II Regular Interest II-LTM7
|
M-7
|
|
REMIC
II Regular Interest II-LTM8
|
M-8
|
|
REMIC
II Regular Interest II-LTM9
|
M-9
|
|
REMIC
II Regular Interest II-LTM10
|
M-10
|
|
REMIC
II Regular Interest II-LTM11
|
M-11
|
|
REMIC
II Regular Interest II-LTP
|
P
|
“Credit
Enhancement Percentage”: For any Distribution Date and the Class A Certificates
and any Class of Mezzanine Certificates, the percentage equivalent of a
fraction, calculated after taking into account distribution of the Group I
Principal Distribution Amount and the Group II Principal Distribution Amount
to
the Certificates then entitled to distributions of principal on such
Distribution Date, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Classes of Certificates with a lower
distribution priority than such Class, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month (reduced by the aggregate amount of Subsequent Recoveries
received from the Cut-off Date through the last day of the related Due Period)
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
“Custodian”:
A Custodian, which shall initially be Deutsche Bank National Trust
Company.
“Cut-off
Date”: With respect to any Mortgage Loan, the close of business on February 1,
2006. With respect to all Qualified Substitute Mortgage Loans, their respective
dates of substitution. References herein to the “Cut-off Date,” when used with
respect to more than one Mortgage Loan, shall be to the respective Cut-off
Dates
for such Mortgage Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the aggregate Stated Principal Balance
of
all Mortgage Loans as of the last day of the previous calendar month that,
as of
such last day of the previous calendar month, are 60 or more days delinquent
(measured under the OTS delinquency calculation methodology and with respect
to
modifications, measured as set forth below), are in foreclosure, have been
converted to REO Properties or have been discharged by reason of bankruptcy,
and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month; provided, however, that any Mortgage Loan purchased by the Master
Servicer or the NIMS Insurer pursuant to Section 3.16 shall not be included
in
either the numerator or the denominator for purposes of calculating the
Delinquency Percentage.
“Depositor”:
Ameriquest Mortgage Securities Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange
Act.
“Depository
Institution”: Any depository institution or trust company, including the
Trustee, that (a) is incorporated under the laws of the United States of America
or any State thereof, (b) is subject to supervision and examination by federal
or state banking authorities and (c) has outstanding unsecured commercial paper
or other short-term unsecured debt obligations that are rated “P-1” by Xxxxx’x,
“F-1” by Fitch and “A-1” by S&P (or comparable ratings if Xxxxx’x, Fitch and
S&P are not the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th
day is not a Business Day, the Business Day immediately preceding such
10th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Trustee (or the Master Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Master Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding
of
an Ownership Interest in a Residual Certificate by such Person may cause any
Trust REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal
tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
“United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.04(e), which shall be entitled “Deutsche Bank National
Trust Company, as Trustee, in trust for the registered Holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2006-R1.” The Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th
day of any month, or if such 25th
day is not a Business Day, the next succeeding Business Day, commencing in
March
2006.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution or trust company the short-term unsecured debt obligations of which
are rated “F-1” by Fitch, “P-1” by Xxxxx’x and “A-1+” by S&P (or comparable
ratings if Fitch, Xxxxx’x and S&P are not the Rating Agencies) at the time
any amounts are held on deposit therein, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Account”: The account or accounts created and maintained pursuant to Section
3.04(c).
“Escrow
Payments”: The amounts constituting taxes, and/or fire and hazard insurance
premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary
escrow agreement related to any Mortgage Loan.
“Estate
in Real Property”: A fee simple estate or leasehold estate in a parcel of
land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on
such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property), as of any date of determination, a per annum rate of
interest equal to the applicable Maximum Mortgage Rate (or the Mortgage Rate
for
such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the first
day of the month preceding the month in which the Distribution Date occurs
minus
the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
Rate.
“Expense
Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Mortgage Rate thereon as of the first day of the month
preceding the month in which the Distribution Date occurs minus the sum of
(i)
the Trustee Fee Rate and (ii) the Servicing Fee Rate.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Trustee, or any director,
officer, employee or agent of the Trustee, from the Trust Fund pursuant to
Section 8.05, any amounts payable from the Distribution Account in respect
of
taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee
for the recording of the Assignments pursuant to Section 2.01.
“Xxxxxx
Xxx”: Xxxxxx Xxx, formally known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Seller,
the Depositor or the Master Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01), a determination made by the Master
Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments
or
recoveries which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The
Master Servicer shall maintain records, prepared by a Servicing Officer, of
each
Final Recovery Determination made thereby.
“Final
Stated Maturity Date”: The Distribution Date occurring in March
2036.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Certificates”: None.
“Fixed-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a fixed Mortgage Rate.
“Fixed
Swap Payment”: With respect to any Distribution Date, an amount equal to the
Fixed Rate Payer Payment Amount, as defined in the Interest Rate Swap
Agreement.
“Floating
Swap Payment”: With respect to any Swap Payment Date, a floating amount equal to
the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap
Agreement for such Swap Payment Date), (ii) the related Base Calculation Amount
(as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction,
the numerator of which is the actual number of days elapsed from and including
the previous Swap Payment Date to but excluding the current Swap Payment Date
(or, for the first Swap Payment Date, the actual number of days elapsed from
the
Closing Date to but excluding the first Swap Payment Date), and the denominator
of which is 360.
“Formula
Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates,
the lesser of (i) One-Month
LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap
Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group I Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
I Certificates”: The Class A-1 Certificates.
“Group
I Interest Remittance Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date that represents
interest received or advanced on the Group I Mortgage Loans, minus an
amount equal to the Group I Net WAC Allocation Percentage of any Net
Swap Payment or Swap Termination Payment (other than termination payments
resulting from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
“Group
I Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage
Loans have a principal balance at origination that conforms to Xxxxxxx Mac
loan
limits.
“Group
I Net WAC Allocation Percentage” for any Distribution Date will be the
percentage equivalent of a fraction, the numerator of which will be (x) the
aggregate principal balance of the Group I Mortgage Loans as of the first day
of
the related Due Period and the denominator of which will be (y) the aggregate
principal balance of the Mortgage Loans as of the first day of the related
Due
Period.
“Group
I Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment on the Group I Mortgage
Loans due during the related Due Period, to the extent received on or prior
to
the related Determination Date or advanced prior to such Distribution Date;
(ii)
the Stated Principal Balance of any Group I Mortgage Loan that was purchased
during the related Prepayment Period pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited
in the Collection Account in connection with the substitution of a Deleted
Mortgage Loan in Loan Group I pursuant to Section 2.03 during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received during the related Prepayment Period on the Group I
Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv) the Group
I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; minus
(v) the Group I Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date. In no event shall the Group I
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Class A and Mezzanine Certificates.
“Group
I Principal Remittance Amount”: With respect to any Distribution Date, the sum
of the amounts described in clauses (i) through (iii) of the definition of
Group
I Principal Distribution Amount.
“Group
II Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
II Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates.
“Group
II Interest Remittance Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date that represents
interest received or advanced on the Group II Mortgage Loans, minus an
amount equal to the Group II Net WAC Allocation Percentage of any Net
Swap Payment or Swap Termination Payment (other than termination payments
resulting from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
“Group
II Mortgage Loan”: A Mortgage Loan assigned to Loan Group II, all with a
principal balance at origination that may or may not conform to Xxxxxx Mae
or
Xxxxxxx Mac loan limits.
“Group
II Net WAC Allocation Percentage” for any Distribution Date will be the
percentage equivalent of a fraction, the numerator of which will be (x) the
aggregate principal balance of the Group II Mortgage Loans as of the first
day
of the related Due Period and the denominator of which will be (y) the aggregate
principal balance of the Mortgage Loans as of the first day of the related
Due
Period.
“Group
II Principal Distribution Amount”: With respect to any Distribution Date, the
sum of (i) the principal portion of each Monthly Payment on the Group II
Mortgage Loans due during the related Due Period, to the extent received on
or
prior to the related Determination Date or advanced prior to such Distribution
Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that
was
purchased during the related Prepayment Period pursuant to or as contemplated
by
Section 2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall
deposited in the Collection Account in connection with the substitution of
a
Deleted Mortgage Loan in Loan Group II pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received during the related Prepayment Period on the Group II
Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group
II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; minus
(v) the Group II Allocation Percentage of the amount of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
shall the Group II Principal Distribution Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.
“Group
II Principal Remittance Amount”: With respect to any Distribution Date, the sum
of the amounts described in clauses (i) through (iii) of the definition of
Group
II Principal Distribution Amount.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero, with
the highest priority for payments pursuant to Section 4.01, in the following
order of decreasing priority: the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates
and the Class M-11 Certificates.
“HOEPA”:
The Home Ownership and Equity Protection Act of 1994.
“Indenture”:
An indenture relating to the issuance of notes secured by all or a portion
of
the Class CE Certificates, the Class P Certificates and/or the Residual
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Master Servicer, the Seller and their
respective Affiliates, (b) does not have any direct financial interest in or
any
material indirect financial interest in the Depositor, the Seller, the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
the Seller, the Master Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, the Seller, the Master Servicer or any Affiliate
thereof merely because such Person is the beneficial owner of 1% or less of
any
class of securities issued by the Depositor or the Master Servicer or any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Master Servicer) that would
be an “independent contractor” with respect to REMIC I within the meaning of
Section 856(d)(3) of the Code if such REMIC were a real estate investment trust
(except that the ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates), so long as such REMIC does not receive or derive any
income from such Person and provided that the relationship between such Person
and such REMIC is at arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer)
if the Trustee has received an Opinion of Counsel to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor shall not cause such REO Property to cease to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes
of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment
Date, the average of the interbank offered rates for six-month United States
dollar deposits in the London market as published in The
Wall Street Journal
and as most recently available as of the first business day 45 days or more
prior to such Adjustment Date, as specified in the related Mortgage
Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan to the extent such proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
“Interest
Accrual Period”: With respect to any Distribution Date and the Adjustable-Rate
Certificates, the period commencing on the Distribution Date in the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date) and
ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC II Regular
Interests, the one-month period ending on the last day of the calendar month
preceding the month in which such Distribution Date occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and any Class of
Class A Certificates or Mezzanine Certificates, the sum of (i) the amount,
if
any, by which (a) the Interest Distribution Amount for such Class of
Certificates as of the immediately preceding Distribution Date exceeded (b)
the
actual amount distributed on such Class of Certificates in respect of interest
on such immediately preceding Distribution Date and (ii) the amount of any
Interest Carry Forward Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Adjustable-Rate Certificates, and
solely for purposes of calculating the Marker Rate, REMIC II Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC
II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
II
Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 and any
Interest Accrual Period therefor (other than the first Interest Accrual Period),
the second LIBOR Business Day preceding the commencement of such Interest
Accrual Period.
“Interest
Distribution Amount”: With respect to any Distribution Date and any Class of
Class A Certificates or Mezzanine Certificates and the Class CE Certificates,
the aggregate Accrued Certificate Interest on the Certificates of such Class
for
such Distribution Date.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of February 23, 2006 (together with the schedule thereto,
the
Master Agreement) between the Interest Rate Swap Provider and the Trustee,
an
ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date,
which supplements, forms part of, and is subject to the Master Agreement, and
a
confirmation of the same date, which supplements and forms part of the Master
Agreement, reference #N447576N.
“Interest
Rate Swap Provider”: Deutsche Bank AG, New York Branch or any successor under
the Interest Rate Swap Agreement.
“Late
Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
received subsequent to the Determination Date immediately following such Due
Period, whether as late payments of Monthly Payments or as Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late
payments or collections of principal and/or interest due (without regard to
any
acceleration of payments under the related Mortgage and Mortgage Note) but
delinquent for such Due Period and not previously recovered.
“LIBOR
Business Day”: Any day on which banks in the City of London and the City of New
York are open and conducting transactions in United States dollars.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property; or (ii) such REO Property is removed from REMIC
I
by reason of its being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (other than Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Master Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
foreclosure sale or otherwise or (iii) the repurchase, substitution or sale
of a
Mortgage Loan or an REO Property pursuant to or as contemplated by Section
2.03,
Section 3.13, Section 3.16(a) or Section 9.01.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
related Mortgage Loan at such date and the denominator of which is the Value
of
the related Mortgaged Property.
“Loss
Mitigation Action Plan”: The policies and procedures set forth in Exhibit I
hereto relating to the realization on delinquent Mortgage Loans, which are
incorporated by reference into this Agreement and shall be deemed a part
hereof.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Seller certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note,
in
the form of Exhibit B hereto.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC II
Remittance Rate for REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTM11, and REMIC II Regular Interest II-LTZZ,
with
the rate on each such REMIC II Regular Interest (other than REMIC II Regular
Interest II-LTZZ) subject to the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net WAC Pass-Through Rate for the
purpose of this calculation for such Distribution Date and with the rate on
REMIC II Regular Interest II-LTZZ subject to a cap of zero for the purpose
of
this calculation; provided, however, that solely for this purpose, calculations
of the REMIC II Remittance Rate and the related caps with respect to REMIC
II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC
II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTM11 shall be multiplied by a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period and the denominator of which
is
30.
“Master
Servicer”: Ameriquest Mortgage Company or any successor master servicer
appointed as herein provided, in its capacity as Master Servicer
hereunder.
“Master
Servicer Event of Default”: One or more of the events described in Section
7.01.
“Master
Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master
Servicer pursuant to Section 2.03(b) in respect of any waived (or, with respect
to subsequent changes of law, any unenforceable) Prepayment
Charges.
“Master
Servicer Remittance Date”: With respect to any Distribution Date, 3:00 p.m. New
York time on the last Business Day preceding such Distribution
Date.
“Master
Servicer Reporting Date”: With respect to any Distribution Date, 3:00 p.m. New
York time on the 18th
day of the calendar month in which such Distribution Date occurs or, if such
18th
day is not a Business Day, the Business Day immediately succeeding such
18th
day.
“Master
Servicer Termination Test”: With respect to any Distribution Date, the Master
Servicer Termination Test shall be failed if the Cumulative Loss Percentage
exceeds the level specified below for the applicable period:
|
Months
(following the Closing Date)
|
Cumulative
Loss (%)
|
|
37-48
|
4.75
|
|
49-60
|
6.25
|
|
61-72
|
7.50
|
|
73
and thereafter
|
8.00
|
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
Loans
minus an amount, expressed as a percentage, equal to the