STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as
Master
Servicer,
OFFICETIGER
GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION, as Trustee
Dated
as
of September 1, 2006
FIRST
FRANKLIN MORTGAGE LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-FF14
TABLE
OF
CONTENTS
Page | ||||
ARTICLE
I DEFINITIONS
|
||||
Section
1.01
|
Definitions.
|
15
|
||
Section
1.02
|
Calculations
Respecting Mortgage Loans.
|
57
|
||
Section
1.03
|
Calculations
Respecting Accrued Interest.
|
57
|
||
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
||||
Section
2.01
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
57
|
||
Section
2.02
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
61
|
||
Section
2.03
|
Representations
and Warranties of the Depositor.
|
63
|
||
Section
2.04
|
Discovery
of Breach.
|
65
|
||
Section
2.05
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
65
|
||
Section
2.06
|
Grant
Clause.
|
67
|
||
ARTICLE
III THE CERTIFICATES
|
||||
Section
3.01
|
The
Certificates.
|
68
|
||
Section
3.02
|
Registration.
|
69
|
||
Section
3.03
|
Transfer
and Exchange of Certificates.
|
70
|
||
Section
3.04
|
Cancellation
of Certificates.
|
76
|
||
Section
3.05
|
Replacement
of Certificates.
|
76
|
||
Section
3.06
|
Persons
Deemed Owners.
|
76
|
||
Section
3.07
|
Temporary
Certificates.
|
76
|
||
Section
3.08
|
Appointment
of Paying Agent.
|
77
|
||
Section
3.09
|
Book-Entry
Certificates.
|
78
|
||
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
||||
Section
4.01
|
Collection
Account.
|
79
|
||
Section
4.02
|
Application
of Funds in the Collection Account.
|
81
|
||
Section
4.03
|
Reports
to Certificateholders.
|
84
|
||
Section
4.04
|
Certificate
Account.
|
88
|
||
Section
4.05
|
[Reserved]
|
89
|
||
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
||||
Section
5.01
|
Distributions
Generally.
|
89
|
||
Section
5.02
|
Distributions
from the Certificate Account.
|
90
|
||
Section
5.03
|
Allocation
of Losses.
|
102
|
||
Section
5.04
|
Advances
by Master Servicer, Servicer and Trustee.
|
103
|
||
Section
5.05
|
Compensating
Interest Payments.
|
104
|
||
Section
5.06
|
Basis
Risk Reserve Fund.
|
104
|
||
Section
5.07
|
Supplemental
Interest Trust.
|
104
|
||
Section
5.08
|
Rights
of Swap Counterparty.
|
106
|
||
Section
5.09
|
Termination
Receipts.
|
106
|
i
ARTICLE
VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
|
||||
Section
6.01
|
Duties
of Trustee.
|
108
|
||
Section
6.02
|
Certain
Matters Affecting the Trustee .
|
111
|
||
Section
6.03
|
Trustee
Not Liable for Certificates.
|
112
|
||
Section
6.04
|
Trustee
May Own Certificates.
|
112
|
||
Section
6.05
|
Eligibility
Requirements for Trustee.
|
112
|
||
Section
6.06
|
Resignation
and Removal of Trustee.
|
113
|
||
Section
6.07
|
Successor
Trustee.
|
114
|
||
Section
6.08
|
Merger
or Consolidation of Trustee.
|
114
|
||
Section
6.09
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
115
|
||
Section
6.10
|
Authenticating
Agents.
|
117
|
||
Section
6.11
|
Indemnification
of Trustee.
|
118
|
||
Section
6.12
|
Fees
and Expenses of Trustee and Custodian.
|
118
|
||
Section
6.13
|
Collection
of Monies.
|
119
|
||
Section
6.14
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
119
|
||
Section
6.15
|
Additional
Remedies of Trustee Upon Event of Default.
|
123
|
||
Section
6.16
|
Waiver
of Defaults.
|
124
|
||
Section
6.17
|
Notification
to Holders.
|
124
|
||
Section
6.18
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
124
|
||
Section
6.19
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
125
|
||
Section
6.20
|
Preparation
of Tax Returns and Other Reports.
|
125
|
||
Section
6.21
|
Reporting
Requirements of the Commission.
|
132
|
||
Section
6.22
|
No
Merger.
|
132
|
||
Section
6.23
|
Indemnification
by the Trustee.
|
132
|
||
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
||||
Section
7.01
|
Purchase
of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
Regular Interests.
|
133
|
||
Section
7.02
|
Procedure
Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1
Uncertificated Regular Interests.
|
135
|
||
Section
7.03
|
Additional
Trust Fund Termination Event or Purchase of the Lower Tier REMIC
1
Uncertificated Regular Interests.
|
136
|
||
Section
7.04
|
Optional
Repurchase Right.
|
137
|
||
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
||||
Section
8.01
|
Limitation
on Rights of Holders.
|
138
|
||
Section
8.02
|
Access
to List of Holders.
|
138
|
||
Section
8.03
|
Acts
of Holders of Certificates.
|
139
|
ii
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE
MASTER
SERVICER; CREDIT RISK MANAGER
|
||||
Section
9.01
|
Duties
of the Master Servicer.
|
140
|
||
Section
9.02
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
Policy.
|
140
|
||
Section
9.03
|
Master
Servicer’s Financial Statements and Related Information.
|
141
|
||
Section
9.04
|
Power
to Act; Procedures.
|
141
|
||
Section
9.05
|
Enforcement
of Servicer’s and Master Servicer’s Obligations.
|
143
|
||
Section
9.06
|
Collection
of Taxes, Assessments and Similar Items.
|
144
|
||
Section
9.07
|
Termination
of Servicing Agreement; Successor Servicer.
|
145
|
||
Section
9.08
|
Master
Servicer Liable for Enforcement.
|
146
|
||
Section
9.09
|
No
Contractual Relationship Between the Servicer and Trustee or
Depositor.
|
146
|
||
Section
9.10
|
Assumption
of Servicing Agreement by Trustee.
|
146
|
||
Section
9.11
|
Due-on-Sale
Clauses; Assumption Agreements.
|
147
|
||
Section
9.12
|
Release
of Mortgage Files.
|
147
|
||
Section
9.13
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
148
|
||
Section
9.14
|
Representations
and Warranties of the Master Servicer.
|
149
|
||
Section
9.15
|
Opinion.
|
151
|
||
Section
9.16
|
Standard
Hazard and Flood Insurance Policies.
|
152
|
||
Section
9.17
|
Presentment
of Claims and Collection of Proceeds.
|
152
|
||
Section
9.18
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
152
|
||
Section
9.19
|
Trustee
To Retain Possession of Certain Insurance Policies and
Documents.
|
153
|
||
Section
9.20
|
[Reserved]
|
153
|
||
Section
9.21
|
Compensation
to the Master Servicer.
|
153
|
||
Section
9.22
|
REO
Property.
|
154
|
||
Section
9.23
|
Notice
to the Sponsor, the Depositor and the Trustee.
|
154
|
||
Section
9.24
|
Reports
to the Trustee.
|
155
|
||
Section
9.25
|
Assessment
of Compliance and Attestation Reports.
|
155
|
||
Section
9.26
|
Annual
Statement of Compliance with Applicable Servicing
Criteria.
|
157
|
||
Section
9.27
|
Merger
or Consolidation.
|
157
|
||
Section
9.28
|
Resignation
of Master Servicer.
|
158
|
||
Section
9.29
|
Assignment
or Delegation of Duties by the Master Servicer.
|
158
|
||
Section
9.30
|
Limitation
on Liability of the Master Servicer and Others.
|
159
|
||
Section
9.31
|
Indemnification;
Third-Party Claims.
|
160
|
||
Section
9.32
|
Special
Servicing of Delinquent Mortgage Loans.
|
160
|
||
Section
9.33
|
Alternative
Index.
|
160
|
||
Section
9.34
|
Duties
of the Credit Risk Manager.
|
161
|
||
Section
9.35
|
Limitation
Upon Liability of the Credit Risk Manager.
|
162
|
||
Section
9.36
|
Indemnification
by the Credit Risk Manager.
|
163
|
||
Section
9.37
|
Removal
of Credit Risk Manager.
|
163
|
||
ARTICLE
X REMIC ADMINISTRATION
|
||||
Section
10.01
|
REMIC
Administration.
|
163
|
||
Section
10.02
|
Prohibited
Transactions and Activities.
|
166
|
||
Section
10.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
167
|
||
Section
10.04
|
REO
Property.
|
167
|
iii
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
||||
Section
11.01
|
Binding
Nature of Agreement; Assignment.
|
168
|
||
Section
11.02
|
Entire
Agreement.
|
168
|
||
Section
11.03
|
Amendment.
|
168
|
||
Section
11.04
|
Voting
Rights.
|
170
|
||
Section
11.05
|
Provision
of Information.
|
170
|
||
Section
11.06
|
Governing
Law.
|
171
|
||
Section
11.07
|
Notices.
|
171
|
||
Section
11.08
|
Severability
of Provisions.
|
171
|
||
Section
11.09
|
Indulgences;
No Waivers.
|
172
|
||
Section
11.10
|
Headings
Not To Affect Interpretation.
|
172
|
||
Section
11.11
|
Benefits
of Agreement.
|
172
|
||
Section
11.12
|
Special
Notices to the Rating Agencies and any NIMS Insurer.
|
172
|
||
Section
11.13
|
Conflicts.
|
173
|
||
Section
11.14
|
Counterparts.
|
173
|
||
Section
11.15
|
Transfer
of Servicing.
|
174
|
iv
ATTACHMENTS
Exhibit
A
|
|
Forms
of Certificates
|
Exhibit
B-1
|
|
Form
of Initial Certification
|
Exhibit
B-2
|
|
Form
of Interim Certification
|
Exhibit
B-3
|
|
Form
of Final Certification
|
Exhibit
B-4
|
|
Form
of Endorsement
|
Exhibit
C
|
|
Request
for Release of Documents and Receipt
|
Exhibit
D-l
|
|
Form
of Residual Certificate Transfer Affidavit (Transferee)
|
Exhibit
D-2
|
|
Form
of Residual Certificate Transfer Affidavit (Transferor)
|
Exhibit
E
|
|
List
of Servicing Agreements
|
Exhibit
F
|
|
Form
of Rule 144A Transfer Certificate
|
Exhibit
G
|
|
Form
of Purchaser’s Letter for Institutional Accredited Investors
|
Exhibit
H
|
|
Form
of ERISA Transfer Affidavit
|
Exhibit
I
|
|
Monthly
Remittance Advice
|
Exhibit
J
|
|
Monthly
Electronic Data Transmission
|
Exhibit
K
|
|
List
of Custodial Agreements
|
Exhibit
L
|
|
List
of Credit Risk Management Agreements
|
Exhibit
M-1
|
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security
|
Exhibit
M-2
|
|
Form
of Transfer Certificate for Transfer from Regulation S Global Security
to
Restricted Global Security
|
Exhibit
N
|
|
Interest
Rate Cap Agreement
|
Exhibit
O
|
|
Swap
Agreement
|
Exhibit
P-1
|
|
Additional
Form 10-D Disclosure
|
Exhibit
P-2
|
|
Additional
Form 10-K Disclosure
|
Exhibit
P-3
|
|
Additional
Form 8-K Disclosure
|
Exhibit
P-4
|
|
Additional
Disclosure Notification
|
Exhibit
Q-1
|
|
Form
of Back-Up Xxxxxxxx-Xxxxx Certification
|
Exhibit
Q-2
|
|
Form
of Back-Up Xxxxxxxx-Xxxxx Certification to be Provided by the
Trustee
|
Exhibit
R
|
|
Form
of Credit Risk Management Report
|
Exhibit
S
|
|
Form
of Certification Regarding Servicing Criteria to be Addressed in
Report on
Assessment of Compliance
|
Exhibit
T
|
|
[Reserved]
|
Exhibit
U
|
|
Form
of Certification to be Provided by the Credit Risk
Manager
|
Exhibit
V
|
|
Transaction
Parties
|
Schedule
A
|
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
v
This
TRUST AGREEMENT, dated as of September 1, 2006 (the “Agreement”), is by and
among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the
“Trustee”), AURORA LOAN SERVICES LLC, as master servicer (the “Master
Servicer”), and OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., a Delaware
corporation, as credit risk manager (the “Credit Risk Manager”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by
it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the
other property constituting the Trust Fund. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the conveyance
to
the Trustee of the Mortgage Loans and the other property constituting the
Trust
Fund. All covenants and agreements made by the Seller in the Mortgage Loan
Sale
Agreement and by the Depositor, the Master Servicer and the Trustee herein
with
respect to the Mortgage Loans and the other property constituting the Trust
Fund
are for the benefit of the Holders from time to time of the Certificates
and, to
the extent provided herein, any NIMS Insurer, the Swap Counterparty and the
Cap
Counterparty. The Depositor, the Trustee, the Master Servicer and the Credit
Risk Manager are entering into this Agreement, and the Trustee is accepting
the
Trust Fund created hereby, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged.
As
provided herein, an election shall be made that the Trust Fund (exclusive
of (i)
the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and
the
obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
(iv)
the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the
Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii)
any
PPTL Premium and (ix) the obligation to pay Class I Shortfalls (collectively,
the “Excluded Trust Assets”)) be treated for federal income tax purposes as
comprising four real estate mortgage investment conduits under Section 860D
of
the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,”
and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any
inconsistencies or ambiguities in this Agreement or in the administration
of
this Agreement shall be resolved in a manner that preserves the validity
of such
REMIC elections.
Each
Certificate, other than the Class R and Class LT-R Certificates, represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. In addition, each Certificate, other than the Class R,
Class
LT-R, Class X and Class P Certificates, represents (i) the right to receive
payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R
Certificate represents ownership of the sole Class of residual interest in
REMIC
1. The Class R Certificate represents ownership of the sole Class of residual
interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes
of
the REMIC Provisions.
The
Upper
Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
in
REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest
is hereby designated as a regular interest in REMIC 3 for purposes of the
REMIC
Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier
Interests in REMIC 2, other than the Class LT2-R interest, and each such
Lower
Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC
2
shall hold as its assets the uncertificated Lower Tier Interests in REMIC
1, and
each such Lower Tier Interest is hereby designated as a regular interest
in
REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund
other
than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded
Trust Assets.
The
startup day for each REMIC created hereby for purposes of the REMIC Provisions
is the Closing Date. In addition, for purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each REMIC created
hereby is the Latest Possible Maturity Date.
REMIC
1:
REMIC
1
shall issue one uncertificated interest in respect of each Mortgage Loan
held by
the Trust Fund on the Closing Date, each of which is hereby designated as
a
regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall
also issue the Class LT-R Certificate, which shall represent the sole class
of
residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an
initial principal balance equal to the Scheduled Principal Balance of the
Mortgage Loan to which it relates and shall bear interest at a per annum
rate
equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified
Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original
Mortgage Loan”), no amount of interest payable on such Qualified Substitute
Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a
rate in
excess of the Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
REMIC
1 all expenses of the Trust Fund for such Distribution Date, other than any
expenses in respect of the Swap Agreement.
On
each
Distribution Date the Trustee shall distribute the aggregate Interest Remittance
Amount (net of expenses described in the preceding paragraph) with respect
to
each of the Lower Tier Interests in REMIC 1 based on the above-described
interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance
with
the amount of the Principal Remittance Amount attributable to the Mortgage
Loan
corresponding to each such Lower Tier Interest in REMIC 1. All losses on
the
Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC
1 in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period, in the case of Principal
Prepayments in full, or during the related Collection Period, in the case
of
Principal Prepayments in part, to the Lower Tier Interest in REMIC 1
corresponding to the Mortgage Loan with respect to which such amounts were
received.
2
REMIC
2:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 2, each of which (other than the Class LT2-R
Lower Tier Interest) is hereby designated as a regular interest in REMIC
2 (the
“REMIC 2 Regular Interests”):
Class Designation
|
Initial Principal
Balance
|
Interest Rate
|
||
LT2-A
|
$ 48,367,245.54
|
(1)
|
||
LT2-F1
|
$ 16,688,500.00
|
(2)
|
||
LT2-V1
|
$ 16,688,500.00
|
(3)
|
||
LT2-F2
|
$ 16,196,500.00
|
(2)
|
||
LT2-V2
|
$ 16,196,500.00
|
(3)
|
||
LT2-F3
|
$ 15,718,000.00
|
(2)
|
||
LT2-V3
|
$ 15,718,000.00
|
(3)
|
||
LT2-F4
|
$ 15,254,500.00
|
(2)
|
||
LT2-V4
|
$ 15,254,500.00
|
(3)
|
||
LT2-F5
|
$ 14,804,000.00
|
(2)
|
||
LT2-V5
|
$ 14,804,000.00
|
(3)
|
||
LT2-F6
|
$ 14,367,500.00
|
(2)
|
||
LT2-V6
|
$ 14,367,500.00
|
(3)
|
||
LT2-F7
|
$ 13,943,000.00
|
(2)
|
||
LT2-V7
|
$ 13,943,000.00
|
(3)
|
||
LT2-F8
|
$ 13,531,500.00
|
(2)
|
||
LT2-V8
|
$ 13,531,500.00
|
(3)
|
||
LT2-F9
|
$ 13,132,500.00
|
(2)
|
||
LT2-V9
|
$ 13,132,500.00
|
(3)
|
||
LT2-F10
|
$ 13,415,000.00
|
(2)
|
||
LT2-V10
|
$ 13,415,000.00
|
(3)
|
||
LT2-F11
|
$ 14,828,500.00
|
(2)
|
||
LT2-V11
|
$ 14,828,500.00
|
(3)
|
||
LT2-F12
|
$ 15,412,500.00
|
(2)
|
||
LT2-V12
|
$ 15,412,500.00
|
(3)
|
||
LT2-F13
|
$ 15,288,500.00
|
(2)
|
||
LT2-V13
|
$ 15,288,500.00
|
(3)
|
||
LT2-F14
|
$ 15,135,500.00
|
(2)
|
||
LT2-V14
|
$ 15,135,500.00
|
(3)
|
||
LT2-F15
|
$ 14,956,000.00
|
(2)
|
||
LT2-V15
|
$ 14,956,000.00
|
(3)
|
||
LT2-F16
|
$ 14,751,000.00
|
(2)
|
||
LT2-V16
|
$ 14,751,000.00
|
(3)
|
||
LT2-F17
|
$ 14,520,500.00
|
(2)
|
||
LT2-V17
|
$ 14,520,500.00
|
(3)
|
||
LT2-F18
|
$ 14,266,500.00
|
(2)
|
||
LT2-V18
|
$ 14,266,500.00
|
(3)
|
||
LT2-F19
|
$ 13,992,500.00
|
(2)
|
||
LT2-V19
|
$ 13,992,500.00
|
(3)
|
3
Class Designation
|
Initial Principal
Balance
|
Interest Rate
|
LT2-F20
|
$ 13,697,000.00
|
(2)
|
||
LT2-V20
|
$ 13,697,000.00
|
(3)
|
||
LT2-F21
|
$ 13,383,500.00
|
(2)
|
||
LT2-V21
|
$ 13,383,500.00
|
(3)
|
||
LT2-F22
|
$ 13,053,000.00
|
(2)
|
||
LT2-V22
|
$ 13,053,000.00
|
(3)
|
||
LT2-F23
|
$ 44,980,500.00
|
(2)
|
||
LT2-V23
|
$ 44,980,500.00
|
(3)
|
||
LT2-F24
|
$ 24,174,000.00
|
(2)
|
||
LT2-V24
|
$ 24,174,000.00
|
(3)
|
||
LT2-F25
|
$ 21,130,500.00
|
(2)
|
||
LT2-V25
|
$ 21,130,500.00
|
(3)
|
||
LT2-F26
|
$ 16,063,500.00
|
(2)
|
||
LT2-V26
|
$ 16,063,500.00
|
(3)
|
||
LT2-F27
|
$ 12,524,500.00
|
(2)
|
||
LT2-V27
|
$ 12,524,500.00
|
(3)
|
||
LT2-F28
|
$ 9,943,500.00
|
(2)
|
||
LT2-V28
|
$ 9,943,500.00
|
(3)
|
||
LT2-F29
|
$ 7,999,000.00
|
(2)
|
||
LT2-V29
|
$ 7,999,000.00
|
(3)
|
||
LT2-F30
|
$ 6,493,000.00
|
(2)
|
||
LT2-V30
|
$ 6,493,000.00
|
(3)
|
||
LT2-F31
|
$ 5,300,000.00
|
(2)
|
||
LT2-V31
|
$ 5,300,000.00
|
(3)
|
||
LT2-F32
|
$ 4,336,000.00
|
(2)
|
||
LT2-V32
|
$ 4,336,000.00
|
(3)
|
||
LT2-F33
|
$ 4,122,500.00
|
(2)
|
||
LT2-V33
|
$ 4,122,500.00
|
(3)
|
||
LT2-F34
|
$ 3,919,500.00
|
(2)
|
||
LT2-V34
|
$ 3,919,500.00
|
(3)
|
||
LT2-F35
|
$ 3,727,000.00
|
(2)
|
||
LT2-V35
|
$ 3,727,000.00
|
(3)
|
||
LT2-F36
|
$ 3,544,500.00
|
(2)
|
||
LT2-V36
|
$ 3,544,500.00
|
(3)
|
||
LT2-F37
|
$ 3,371,000.00
|
(2)
|
||
LT2-V37
|
$ 3,371,000.00
|
(3)
|
||
LT2-F38
|
$ 3,205,500.00
|
(2)
|
||
LT2-V38
|
$ 3,205,500.00
|
(3)
|
||
LT2-F39
|
$ 3,048,500.00
|
(2)
|
||
LT2-V39
|
$ 3,048,500.00
|
(3)
|
||
LT2-F40
|
$ 2,899,500.00
|
(2)
|
||
LT2-V40
|
$ 2,899,500.00
|
(3)
|
||
LT2-F41
|
$ 2,756,000.00
|
(2)
|
||
LT2-V41
|
$ 2,756,000.00
|
(3)
|
4
Class Designation
|
Initial Principal
Balance
|
Interest Rate
|
LT2-F42
|
$ 2,622,500.00
|
(2)
|
||
LT2-V42
|
$ 2,622,500.00
|
(3)
|
||
LT2-F43
|
$ 2,493,000.00
|
(2)
|
||
LT2-V43
|
$ 2,493,000.00
|
(3)
|
||
LT2-F44
|
$ 2,370,500.00
|
(2)
|
||
LT2-V44
|
$ 2,370,500.00
|
(3)
|
||
LT2-F45
|
$ 2,255,000.00
|
(2)
|
||
LT2-V45
|
$ 2,255,000.00
|
(3)
|
||
LT2-F46
|
$ 2,144,000.00
|
(2)
|
||
LT2-V46
|
$ 2,144,000.00
|
(3)
|
||
LT2-F47
|
$ 2,038,500.00
|
(2)
|
||
LT2-V47
|
$ 2,038,500.00
|
(3)
|
||
LT2-F48
|
$ 1,940,000.00
|
(2)
|
||
LT2-V48
|
$ 1,940,000.00
|
(3)
|
||
LT2-F49
|
$ 1,843,500.00
|
(2)
|
||
LT2-V49
|
$ 1,843,500.00
|
(3)
|
||
LT2-F50
|
$ 1,753,500.00
|
(2)
|
||
LT2-V50
|
$ 1,753,500.00
|
(3)
|
||
LT2-F51
|
$ 1,667,500.00
|
(2)
|
||
LT2-V51
|
$ 1,667,500.00
|
(3)
|
||
LT2-F52
|
$ 1,585,500.00
|
(2)
|
||
LT2-V52
|
$ 1,585,500.00
|
(3)
|
||
LT2-F53
|
$ 1,507,500.00
|
(2)
|
||
LT2-V53
|
$ 1,507,500.00
|
(3)
|
||
LT2-F54
|
$ 1,434,000.00
|
(2)
|
||
LT2-V54
|
$ 1,434,000.00
|
(3)
|
||
LT2-F55
|
$ 1,363,500.00
|
(2)
|
||
LT2-V55
|
$ 1,363,500.00
|
(3)
|
||
LT2-F56
|
$ 1,297,000.00
|
(2)
|
||
LT2-V56
|
$ 1,297,000.00
|
(3)
|
||
LT2-F57
|
$ 1,234,000.00
|
(2)
|
||
LT2-V57
|
$ 1,234,000.00
|
(3)
|
||
LT2-F58
|
$ 1,177,500.00
|
(2)
|
||
LT2-V58
|
$ 1,177,500.00
|
(3)
|
||
LT2-F59
|
$ 22,663,000.00
|
(2)
|
||
LT2-V59
|
$ 22,663,000.00
|
(3)
|
||
LT2-R
|
(4)
|
(4)
|
(1) |
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the Class LT2-A Interest shall be the Net WAC Rate.
|
(2) |
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Net WAC Rate and (b) 2.
|
5
(3) |
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the excess, if any,
of (i)
the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC
Swap
Rate for such Distribution Date.
|
(4) |
The
Class LT2-R interest shall not have a principal amount and shall
not bear
interest. The Class LT2-R interest is hereby designated as the sole
class
of residual interest in REMIC 2.
|
On
each
Distribution Date, the Trustee shall distribute the aggregate Interest
Remittance Amount for the two Mortgage Pools (net of the expenses paid by
REMIC
1) with respect to each of the Lower Tier Interests in REMIC 2 based on the
above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount with respect to the two Mortgage Pools with respect to
the
Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until
its
principal balance is reduced to zero, and then sequentially, to the other
Lower
Tier Interests in REMIC 2 in ascending order of their numerical class
designation, and, with respect to each pair of classes having the same numerical
designation, in equal amounts to each such class, until the principal balance
of
each such class is reduced to zero. All losses on the Mortgage Loans shall
be
allocated among the Lower Tier Interests in REMIC 2 in the same manner that
principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period to the Class LT2-F59 Lower
Tier
Interest.
REMIC
3:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 3, each of which (other than the Class
LT3-R
interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
Regular Interests”):
REMIC
3
Lower
Tier
Class
Designation
|
REMIC
3
Lower
Tier
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of Certificate(s)
|
|||
Class
LT3-A1
|
(1)
|
(3)
|
A1
|
|||
Class
LT3-A2
|
(1)
|
(3)
|
A2
|
|||
Class
LT3-A3
|
(1)
|
(3)
|
A3
|
|||
Class
LT3-A4
|
(1)
|
(3)
|
A4
|
|||
Class
LT3-A5
|
(1)
|
(3)
|
A5
|
|||
Class
LT3-A6
|
(1)
|
(3)
|
A6
|
|||
Class
LT3-M1
|
(1)
|
(3)
|
M1
|
|||
Class
LT3-M2
|
(1)
|
(3)
|
M2
|
|||
Class
LT3-M3
|
(1)
|
(3)
|
M3
|
|||
Class
LT3-M4
|
(1)
|
(3)
|
M4
|
|||
Class
LT3-M5
|
(1)
|
(3)
|
M5
|
|||
Class
LT3-M6
|
(1)
|
(3)
|
M6
|
|||
Class
LT3-M7
|
(1)
|
(3)
|
M7
|
|||
Class
LT3-M8
|
(1)
|
(3)
|
M8
|
|||
Class
LT3-M9
|
(1)
|
(3)
|
M9
|
|||
Class
LT3-B
|
(1)
|
(3)
|
B
|
|||
Class
LT3-Q
|
(1)
|
(4)
|
N/A
|
|||
Class
LT3-IO
|
(2)
|
(2)
|
N/A
|
|||
Class
LT3-R
|
(5)
|
(5)
|
R
|
(1) |
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests in REMIC 3 is a per annum
rate
equal to the weighted average of the interest rates on the Lower
Tier
Interests in REMIC 2 for such Distribution Date, provided,
however, that
for any Distribution Date on which the Class LT3-IO Interest is
entitled
to a portion of the interest accruals on a Lower Tier Interest
in REMIC 2
having an “F” in its class designation, as described in footnote two
below, such weighted average shall be computed by first subjecting
the
rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap
LIBOR
for such Distribution Date.
|
(2) |
The
Class LT3-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first
column in
the table below, the Class LT3-IO shall be entitled to interest
accrued on
the Lower Tier Interest in REMIC 2 listed in the second column
in the
table below at a per annum rate equal to the excess, if any, of
(i) the
interest rate for such Lower Tier Interest in REMIC 2 for such
Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
6
Distribution
Dates
|
REMIC
2
Class Designation
|
|
2
|
Class
LT2-F1
|
|
2-3
|
Class
LT2-F2
|
|
2-4
|
Class
LT2-F3
|
|
2-5
|
Class
LT2-F4
|
|
2-6
|
Class
LT2-F5
|
|
2-7
|
Class
LT2-F6
|
|
2-8
|
Class
LT2-F7
|
|
2-9
|
Class
LT2-F8
|
|
2-10
|
Class
LT2-F9
|
|
2-11
|
Class
LT2-F10
|
|
2-12
|
Class
LT2-F11
|
|
2-13
|
Class
LT2-F12
|
|
2-14
|
Class
LT2-F13
|
|
2-15
|
Class
LT2-F14
|
|
2-16
|
Class
LT2-F15
|
|
2-17
|
Class
LT2-F16
|
|
2-18
|
Class
LT2-F17
|
|
2-19
|
Class
LT2-F18
|
|
2-20
|
Class
LT2-F19
|
|
2-21
|
Class
LT2-F20
|
|
2-22
|
Class
LT2-F21
|
|
2-23
|
Class
LT2-F22
|
|
2-24
|
Class
LT2-F23
|
|
2-25
|
Class
LT2-F24
|
|
2-26
|
Class
LT2-F25
|
|
2-27
|
Class
LT2-F26
|
|
2-28
|
Class
LT2-F27
|
|
2-29
|
Class
LT2-F28
|
|
2-30
|
Class
LT2-F29
|
|
2-31
|
Class
LT2-F30
|
|
2-32
|
Class
LT2-F31
|
|
2-33
|
Class
LT2-F32
|
|
2-34
|
Class
LT2-F33
|
|
2-35
|
Class
LT2-F34
|
|
2-36
|
Class
LT2-F35
|
|
2-37
|
Class
LT2-F36
|
|
2-38
|
Class
LT2-F37
|
|
2-39
|
Class
LT2-F38
|
|
2-40
|
Class
LT2-F39
|
|
2-41
|
Class
LT2-F40
|
|
2-42
|
Class
LT2-F41
|
|
2-43
|
Class
LT2-F42
|
|
2-44
|
Class
LT2-F43
|
|
2-45
|
Class
LT2-F44
|
|
2-46
|
Class
LT2-F45
|
|
2-47
|
Class
LT2-F46
|
|
2-48
|
Class
LT2-F47
|
|
2-49
|
Class
LT2-F48
|
|
2-50
|
Class
LT2-F49
|
|
2-51
|
Class
LT2-F50
|
|
2-52
|
Class
LT2-F51
|
|
2-53
|
Class
LT2-F52
|
|
2-54
|
Class
LT2-F53
|
|
2-55
|
Class
LT2-F54
|
|
2-56
|
Class
LT2-F55
|
|
2-57
|
Class
LT2-F56
|
|
2-58
|
Class
LT2-F57
|
|
2-59
|
Class
LT2-F58
|
|
2-60
|
Class
LT2-F59
|
(3) |
This
interest shall have an initial class principal amount equal to
one-half of
the initial Class Principal Amount of its Corresponding Class of
Certificates.
|
(4) |
This
interest shall have an initial class principal amount equal to
the excess
of (i) the Aggregate Pool Balance as of the Cut-off Date, over
(ii) the
aggregate initial class principal amount of each other regular
interest in
REMIC 3.
|
(5) |
The
Class LT3-R interest is the sole class of residual interests in
REMIC 3.
It does not have an interest rate or a principal
balance.
|
7
On
each
Distribution Date, interest shall be distributed on the Lower Tier Interests
in
REMIC 3 based on the above-described interest rates,
provided,
however,
that
interest that accrues on the Class LT3-Q Interest shall be deferred in
an amount
equal to one-half of the increase, if any, in the Overcollateralization
Amount
for such Distribution Date. Any interest so deferred shall itself bear
interest
at the interest rate for the Class LT3-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the
other
Lower Tier Interests in REMIC 3 having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the Lower Tier Interests in REMIC 3 in the following order
of
priority:
(a)
First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
LT3-A5, Class LT3-A6, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class
LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9
and
Class LT3-B Interests until the principal balance of each such Lower Tier
Interest equals one-half of the Class Principal Amount of the Corresponding
Class of Certificates immediately after such Distribution Date; and
8
(b)
Second, to the Class LT3-Q Interest, any remaining amounts.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the Class LT2-F59 Lower
Tier
Interest in REMIC 2 on such Distribution Date to the Class LT3-Q
Interest
The
Certificates:
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount and minimum denomination for
each
Class of Certificates comprising interests in the Trust Fund created hereunder.
Class
Designation
|
Certificate
Interest
Rate
|
Initial
Class
Principal Amount
|
Minimum
Denomination
|
||||
Class
A1
|
(1)
|
$
|
129,258,000
|
$
25,000
|
|||
Class
A2
|
(2)
|
$
|
340,869,000
|
$
25,000
|
|||
Class
A3
|
(3)
|
$
|
177,785,000
|
$
25,000
|
|||
Class
A4
|
(4)
|
$
|
28,746,000
|
$
25,000
|
|||
Class
A5
|
(5)
|
$
|
205,997,000
|
$
25,000
|
|||
Class
A6
|
(6)
|
$
|
83,712,000
|
$
25,000
|
|||
Class
M1
|
(7)
|
$
|
37,794,000
|
$100,000
|
|||
Class
M2
|
(8)
|
$
|
32,561,000
|
$100,000
|
|||
Class
M3
|
(9)
|
$
|
19,769,000
|
$100,000
|
|||
Class
M4
|
(10)
|
$
|
18,025,000
|
$100,000
|
|||
Class
M5
|
(11)
|
$
|
16,862,000
|
$100,000
|
|||
Class
M6
|
(12)
|
$
|
15,699,000
|
$100,000
|
|||
Class
M7
|
(13)
|
$
|
14,536,000
|
$100,000
|
|||
Class
M8
|
(14)
|
$
|
7,559,000
|
$100,000
|
|||
Class
M9
|
(15)
|
$
|
8,140,000
|
$100,000
|
|||
Class
B
|
(16)
|
$
|
11,629,000
|
$100,000
|
|||
Class
X
|
(17)
|
(17)
|
10%
|
||||
Class
R
|
(18)
|
(18)
|
100%
|
||||
Class
P
|
(19)
|
$
|
100
(20)
|
10%
|
|||
Class
LT-R
|
(21)
|
(21)
|
100%
|
(1) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.105% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 2
Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 2 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A1 Certificates
will be LIBOR plus 0.210%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A1 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A1 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A1 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
9
(2) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.060% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Class A1 Certificates has been reduced to
zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A2 Certificates
will be LIBOR plus 0.120%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A2 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A2 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A2 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(3) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.050% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Class A1 Certificates has been reduced to
zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A3 Certificates
will be LIBOR plus 0.100%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A3 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A3 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A3 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(4) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.100% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Class A1 Certificates has been reduced to
zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A4 Certificates
will be LIBOR plus 0.200%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A4 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A4 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A4 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
10
(5) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Class A1 Certificates has been reduced to
zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A5 Certificates
will be LIBOR plus 0.320%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A5 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A5 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A5 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(6) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.310% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Class A1
Certificates is outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Class A1 Certificates has been reduced to
zero,
the Subordinate Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A6 Certificates
will be LIBOR plus 0.620%. For purposes of the REMIC Provisions,
the
reference to a “Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A6 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A6 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A6 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A5 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(7) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.260% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M1 Certificates
will be LIBOR plus 0.390%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M1 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M1
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M1 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
11
(8) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.290% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M2 Certificates
will be LIBOR plus 0.435%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M2 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M2
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M2 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(9) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.340% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M3 Certificates
will be LIBOR plus 0.510%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M3 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M3
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M3 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(10) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.360% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M4 Certificates
will be LIBOR plus 0.540%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M4 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M4
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M4 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(11) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.380% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M5 Certificates
will be LIBOR plus 0.570%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M5 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M5
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M5 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
12
(12) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M6 Certificates
will be LIBOR plus 0.675%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M6 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M6
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M6 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(13) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.800% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M7 Certificates
will be LIBOR plus 1.200%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M7 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M7
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M7 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(14) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.050% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M8 Certificates
will be LIBOR plus 1.575%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M8 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M8
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M8 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(15) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.950% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M9 Certificates
will be LIBOR plus 2.925%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M9 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M9
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M9 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
13
(16) |
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class B Certificates is the per annum
rate
equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net
Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class B Certificates
will
be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference
to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class B Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
B Certificates is based on the Subordinate Net Funds Cap, the amount
of
interest that would have accrued on the Class B Certificates if the
REMIC
3 Net Funds Cap were substituted for the Subordinate Net Funds Cap
shall
be treated as having been paid by the Class B Certificateholders
to the
Supplemental Interest Trust, all pursuant to and as further provided
in
Section 10.01(n) hereof.
|
(17) |
For
purposes of the REMIC Provisions, Class X shall have an initial principal
balance of $13,955,245.54, and the right to receive distributions
of such
amount represents a regular interest in the Upper Tier REMIC. The
Class X
Certificate shall also comprise two notional components, each of
which
represents a regular interest in the Upper Tier REMIC. The first
such
component has a notional balance that will at all times equal the
aggregate of the Class Principal Amounts of the Lower Tier Interests
in
REMIC 3, and, for each Distribution Date (and the related Accrual
Period)
this notional component shall bear interest at a per annum rate equal
to
the excess, if any, of (i) (a) the weighted average of the interest
rates
on the Lower Tier Interests in REMIC 3 (other than any interest-only
regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii)
the Adjusted Lower Tier WAC. The second notional component represents
the
right to receive all distributions in respect of the Class LT3-IO
Interest
in REMIC 3 (the “Class LT4-I” interest). In addition, for purposes of the
REMIC Provisions, the Class X Certificate shall represent beneficial
ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental
Interest Trust, including the Swap Agreement, the Swap Account, the
Interest Rate Cap Agreement and the Interest Rate Cap Account, (iii)
any
PPTL Premiums and (iv) an interest in the notional principal contracts
described in Section 10.01(n) hereof.
|
(18) |
The
Class R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class R Certificate
represents ownership of the residual interest in the Upper Tier REMIC,
as
well as ownership of the Class LT2-R Interest and Class LT3-R Interest.
The Class R Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
|
(19) |
The
Class P Certificates shall not bear interest at a stated rate. Prepayment
Premiums paid with respect to the Mortgage Loans shall be paid to
the
Holders of the Class P Certificates as provided in Section 5.02(i).
For
purposes of the REMIC Provisions, Class P shall represent a regular
interest in the Upper Tier REMIC.
|
(20) |
The
Class P Certificates will have an initial Class P Principal Amount
of
$100.
|
(21) |
The
Class LT-R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class LT-R Certificate
represents ownership of the residual interest in REMIC 1. The Class
LT-R
Certificate will be issued as a single Certificate evidencing the
entire
Percentage Interest in such Class.
|
14
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$1,162,896,245.54.
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Credit Risk Manager, the Master Servicer and the Trustee hereby
agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions. The
following words and phrases, unless the context otherwise requires, shall
have
the following meanings:
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that service
or
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Trustee or the Master Servicer, or (y) as provided
in
the Servicing Agreement, to the extent applicable to the Servicer.
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accrual
Period:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
period beginning on the Distribution Date in the calendar month immediately
preceding the month in which the related Distribution Date occurs (or, in
the
case of the first Distribution Date, beginning on September 25, 2006) and
ending
on the day immediately preceding the related Distribution Date, as calculated
in
accordance with Section 1.03.
Act:
As
defined in Section 3.03(c).
Additional
Collateral:
None.
Additional
Form 10-D Disclosure:
As
defined in Section 6.20(d)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 6.20(e)(i).
Additional
Servicer:
Each
affiliate of the Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of the Servicer, who Services 10% or more
of the
Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement.
15
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for the adjustment
of the Mortgage Rate applicable thereto.
Adjusted
Lower Tier WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
LT3-A4, Class LT3-A5, Class
LT3-A6,
Class
LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6,
Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B and Class LT3-Q Interests,
weighted in proportion to their Class Principal Amounts as of the beginning
of
the related Accrual Period and computed by subjecting the rate on the Class
LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the
Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class
LT3-A6, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5,
Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9 and Class LT3-B Interests
to a cap that corresponds to the Certificate Interest Rate (determined by
substituting the REMIC 3 Net Funds Cap for the applicable Net Funds Cap)
for the
Corresponding Class of Certificates; provided,
however,
that
for each Class of LIBOR Certificates, the Certificate Interest Rate shall
be
multiplied by an amount equal to (a) the actual number of days in the Accrual
Period, divided by (b) 30.
Advance:
With
respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an
advance of the aggregate of payments (other than Balloon Payments) of principal
and interest (net of the Servicing Fee) on one or more Mortgage Loans that
were
due on a Due Date in the related Collection Period and not received as of
the
close of business on the related Determination Date, required to be made
by or
on behalf of the Master Servicer and the Servicer (or by the Trustee as
successor to the Master Servicer) pursuant to Section 5.04, but only to the
extent that such amount is expected, in the reasonable judgment of the Master
Servicer or Servicer (or by the Trustee as successor to the Master Servicer),
to
be recoverable from collections or recoveries in respect of such Mortgage
Loans.
With respect to a Simple Interest Mortgage Loan, an advance of an amount
equal
to the interest accrual on such Simple Interest Mortgage Loan through the
related Due Date but not received as of the close of business on the related
Distribution Date (net of the Servicing Fee) required to be made by or on
behalf
of the Master Servicer or the Servicer (or by the Trustee as successor to
the
Master Servicer) pursuant to Section 5.04, but only to the extent that such
amount is expected, in the reasonable judgment of the Master Servicer or
Servicer (or by the Trustee as successor to the Master Servicer), to be
recoverable from collections or recoveries in respect of such Simple Interest
Mortgage Loans.
Adverse
REMIC Event:
Either
(i) the loss of status as a REMIC, within the meaning of Section 860D of
the
Code, for any group of assets identified as a REMIC in the Preliminary Statement
to this Agreement, or (ii) the imposition of any tax, including the tax imposed
under Section 860F(a)(1) on prohibited transactions and the tax imposed under
Section 860G(d) on certain contributions to a REMIC, on any REMIC created
hereunder to the extent such tax would be payable from assets held as part
of
the Trust Fund.
Affected
Party:
As
defined in the Swap Agreement.
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.
16
Aggregate
Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the aggregate of the
Principal Remittance Amounts for each Mortgage Pool for such Distribution
Date
and (y) the amount, if any, by which (i) the Overcollateralization Amount
for
such date, calculated for this purpose on the basis of the assumption that
100%
of the aggregate of the Principal Remittance Amounts for such Distribution
Date
is applied on such date in reduction of the aggregate Certificate Principal
Amount of the Certificates, exceeds (ii) the Targeted Overcollateralization
Amount for such Distribution Date.
Aggregate
Pool Balance:
As of
any date of determination, the aggregate of the Pool Balances of Pool 1 and
Pool
2 on such date.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the
day
after the end of the preceding Anniversary Year and ending on the next
succeeding anniversary of the Closing Date.
Applied
Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the aggregate
Certificate Principal Amount of the LIBOR Certificates after giving effect
to
distributions of principal on such Distribution Date, but before giving effect
to any application of the Applied Loss Amount with respect to such date,
exceeds
(y) the Aggregate Pool Balance for such Distribution Date.
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument,
in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage
to the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by
law;
provided,
however,
that
neither the Custodian nor the Trustee shall be responsible for determining
whether any such assignment is in recordable form.
Authenticating
Agent:
Any
authenticating agent appointed by the Trustee pursuant to Section
6.10.
17
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate on behalf of the
Depositor.
B
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in each case
after
giving effect to distributions on such Distribution Date and (ii) the Class
Principal Amount of the Class B Certificates immediately prior to such
Distribution Date exceeds (y) the B Target Amount.
B
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 97.60% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(ii)
the Overcollateralization Floor.
Back-Up
Certification:
As
defined in Section 6.20(e)(iv).
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments.
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bankruptcy:
As to
any Person, the making of an assignment for the benefit of creditors, the
filing
of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
the entry of an order for relief in a bankruptcy or insolvency proceeding,
the
seeking of reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief, or seeking, consenting to or acquiescing in
the
appointment of a trustee, receiver or liquidator, dissolution, or termination,
as the case may be, of such Person pursuant to the provisions of either the
Bankruptcy Code or any other similar state laws.
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Payment:
With
respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall
for
such Distribution Date, (ii) any Unpaid Basis Risk Shortfall from previous
Distribution Dates and (iii) any Required Reserve Fund Deposit for such
Distribution Date. The amount of the Basis Risk Payment for any Distribution
Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
for
distribution pursuant to Section 5.02(f)(iv) of this Agreement.
Basis
Risk Reserve Fund:
A fund
created as part of the Trust Fund pursuant to Section 5.06 of this Agreement
but
which is not an asset of any of the REMICs.
18
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of LIBOR Certificates, the
amount
by which the amount of interest calculated at the Certificate Interest Rate
applicable to such Class for such date, determined without regard to the
Pool 1
Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
for such date but subject to a cap equal to the applicable Maximum Interest
Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds Cap,
Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Depositor and the Trustee to the effect
that any proposed transfer of Certificates will not (i) cause the assets
of the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor
or the Trustee, respectively.
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in
this Agreement, ownership and transfers of which shall be evidenced or made
through book entries by a Clearing Agency as described in Section 3.09;
provided,
that after
the
occurrence of a condition whereupon book-entry registration and transfer
are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” As of the Closing Date, each Class of LIBOR Certificates
constitutes Book-Entry Certificates.
Bulk
PMI Policy:
Not
applicable.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in New York, New York or, if other than New York or the city in which the
principal office of the Corporate Trust Office of the Trustee is located,
or the
States of Massachusetts, Minnesota or Colorado are closed, or (iii) with
respect
to the Servicer Remittance Date or the Servicer reporting date, the States
specified in the definition of “Business Day” in the Servicing Agreement, are
authorized or obligated by law or executive order to be closed.
Cap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Interest Rate
Cap
Agreement, and any successor in interest or assigns. Initially, the Cap
Counterparty shall be Wachovia Bank, National Association.
Cap
Replacement Receipts:
As
defined in Section 5.09(b).
Cap
Replacement Receipts Account:
As
defined in Section 5.09(b).
Cap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Interest Rate
Cap Agreement, the payment required to be made by the Cap Counterparty
to the
Supplemental Interest Trust pursuant to the terms of the Interest Rate
Cap
Agreement, and any unpaid amounts due on previous Interest Rate Cap Payment
Dates and accrued interest thereon as provided in the Interest Rate Cap
Agreement, as calculated by the Cap Counterparty and furnished to the
Trustee.
Cap
Termination Receipts:
As
defined in Section 5.09(b).
Cap
Termination Receipts Account:
As
defined in Section 5.09(b).
19
Carryforward
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the
sum of
(i) the amount, if any, by which (x) the sum of (A) Current Interest for
such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds
(y) the amount distributed in respect of interest on such Class on such
immediately preceding Distribution Date, and (ii) interest on such amount
for
the related Accrual Period at the applicable Certificate Interest
Rate.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
the
forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of
Section
4.04.
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described under the heading “The Certificates” in
the Preliminary Statement hereto.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency,
or on
the books of a Person maintaining an account with such Clearing Agency
(directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency).
Certificate
Principal Amount:
With
respect to any LIBOR Certificate, the initial Certificate Principal Amount
thereof on the Closing Date, less the amount of all principal distributions
previously distributed with respect to such Certificate and, in the case
of the
Subordinate Certificates, any Applied Loss Amount previously allocated
to such
Certificate; provided,
however,
that on
each Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Subordinate Certificates whose
Certificate Principal Amount has previously been reduced by application
of
Applied Loss Amounts will be increased, sequentially, in order of seniority,
by
an amount (to be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such Distribution Date and (2) the
total
amount of any Subsequent Recovery distributed on such Distribution Date
to
Certificateholders, after application for this purpose to any more senior
Classes of Certificates. The Class X, Class R and Class LT-R Certificates
are
issued without Certificate Principal Amounts. The Class P Certificates
are
issued with an initial Class P Principal Amount of $100.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certification
Parties:
As
defined in Section 6.20(e)(iv).
Certifying
Person:
As
defined in Section 6.20(e)(iv).
Civil
Relief Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
statute.
20
Class:
All
Certificates, in the case of REMIC 4, all interests bearing the same class
designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all Lower
Tier
Interests, bearing the same class designation.
Class
I Shortfalls:
As
defined in Section 10.01(n) hereof. For purposes of clarity, the Class
I
Shortfall for any Distribution Date shall equal the amount payable to the
Swap
Counterparty on such Distribution Date in excess of the amount payable
on the
Class LT4-I interest in the Upper Tier REMIC on such Distribution Date,
all as
further provided in Section 10.01(n) hereof.
Class
LT-R Certificate:
Each
Class LT-R Certificate executed by the Trustee and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto
as
Exhibit A and evidencing the ownership of the residual interest in REMIC
1.
Class
M Certificates:
Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6,
Class M7, Class M8 and Class M9 Certificates.
Class
M1 Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount of
the
Offered Subordinate Certificates (other than the Class M1 Certificates)
and the
Class B Certificates and the Overcollateralization Amount for such Distribution
Date (which, for purposes of this definition only, will not be less than
zero)
and the denominator of which is the Aggregate Pool Balance for such Distribution
Date, in each case after giving effect to distributions on such Distribution
Date.
Class
Notional Amount:
Not
applicable.
Class
P Principal Amount:
As of
the Closing Date, $100.
Class
Principal Amount:
With
respect to any Class of LIBOR Certificates and any date of determination,
the
aggregate of the Certificate Principal Amounts of all Certificates of such
Class
on such date. With respect to the Class X, Class P, Class LT-R and Class
R
Certificates, zero. With respect to any Lower Tier Interest, the initial
Class
Principal Amount as shown or described in the table set forth in the Preliminary
Statement to this Agreement for the issuing REMIC, as reduced by principal
distributed with respect to such Lower Tier Interest and Realized Losses
allocated to such Lower Tier Interest.
Class
R Certificate:
Each
Class R Certificate executed by the Trustee, and authenticated and delivered
by
the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A
and evidencing the ownership of the Class LT2-R Interest, Class LT3-R Interest
and the residual interest in the Upper Tier REMIC.
Class
X Distributable Amount:
With
respect to any Distribution Date, the amount of interest that has accrued
on the
Class X Notional Balance, as described in the Preliminary Statement, but
that
has not been distributed prior to such date. In addition, such amount shall
include the initial Overcollateralization Amount of $13,955,145.54
($13,955,245.54 less $100 of such amount allocated to the Class P Certificates)
to the extent such amount has not been distributed on an earlier Distribution
Date as part of the Aggregate Overcollateralization Release Amount.
21
Class
X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
principal balance of the regular interests in REMIC 3 as specified in the
Preliminary Statement hereto.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges
of
securities deposited with the Clearing Agency.
Clearstream:
Clearstream Banking Luxembourg, and any successor thereto.
Closing
Date:
September 25, 2006.
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Collection
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 first day of the month in which such Distribution Date
occurs.
Commission:
The
United States Securities and Exchange Commission.
Compensating
Interest Payment:
With
respect to any Distribution Date, an amount equal to the aggregate amount
of any
Prepayment Interest Shortfalls required to be paid by the Servicer with respect
to such Distribution Date. The Master Servicer shall not be responsible for
making any Compensating Interest Payment.
Controlling
Person:
With
respect to any Person, any other Person who “controls” such Person within the
meaning of the Securities Act.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
22
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv)
the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon
(or in
a form suitable for recordation).
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
The
principal corporate trust office of the Trustee at which, at any particular
time, its corporate trust business shall be administered, which office at
the
date hereof is located at Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000,
Attention: Structured Finance—FFMLT 2006-FF14.
Corresponding
Class:
The
Class of Certificates that corresponds to a Class of interests in REMIC 3
or
REMIC 4, as provided in the Preliminary Statement.
Credit
Risk Manager:
OfficeTiger Global Real Estate Services Inc., a Delaware corporation, and
its
successors and assigns.
Credit
Risk Manager’s Fee:
With
respect to any Distribution Date and each Mortgage Loan, an amount equal
to the
product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
Scheduled Principal Balance of such Mortgage Loan as of the first day of
the
related Collection Period; provided, however, that such amount shall not
be less
than $1,500.00 on each Distribution Date.
Credit
Risk Manager’s Fee Rate:
0.010%
per annum.
23
Cumulative
Loss Trigger Event:
A
Cumulative Loss Trigger Event shall have occurred with respect to any
Distribution Date if the fraction, expressed as a percentage, obtained by
dividing (x) the aggregate amount of cumulative Realized Losses incurred
on the
Mortgage Loans from the Cut-off Date through the last day of the related
Collection Period by (y) the Cut-off Date Balance exceeds the applicable
percentages described below with respect to such Distribution Date:
Distribution
Date
|
Loss
Percentage
|
|
October
2008 to September 2009
|
1.20%
for the first month, plus
an
additional 1/12th
of
1.55% for each month thereafter
|
|
October
2009 to September 2010
|
2.75%
for the first month, plus
an
additional 1/12th
of
1.55% for each month thereafter
|
|
October
2010 to September 2011
|
4.30%
for the first month, plus
an
additional 1/12th
of
1.25% for each month thereafter
|
|
October
2011 to September 2012
|
5.55%
for the first month, plus
an
additional 1/12th
of
0.65% for each month thereafter
|
|
October
2012 and thereafter
|
6.20%
|
Current
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the
aggregate amount of interest accrued at the applicable Certificate Interest
Rate
during the related Accrual Period on the Class Principal Amount of such
Class
immediately prior to such Distribution Date.
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and maintained
by
the Servicer pursuant to the Servicing Agreement.
Custodial
Agreement:
The
custodial agreement identified on Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee and acknowledged by the Master Servicer
substantially in the form thereof.
Custodian:
The
Custodian appointed by the Trustee pursuant to the Custodial Agreement,
and any
successor thereto. The initial Custodian is U.S. Bank National
Association.
Cut-off
Date:
September 1, 2006.
Cut-off
Date Balance:
The
Aggregate Pool Balance as of the Cut-off Date.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that
the
related Mortgagor is obligated to pay on any Due Date as a result of, or
in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Swap Agreement.
Deferred
Amount:
With
respect to any Distribution Date and each Class of the Subordinate Certificates,
the amount by which (x) the aggregate of Applied Loss Amounts previously
applied
in reduction of the Class Principal Amount thereof exceeds (y) the sum
of (1)
the aggregate of amounts previously reimbursed in respect thereof and (2)
the
amount by which the Class Principal Amount of such Class has been increased
due
to any Subsequent Recovery.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
24
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans
are
substituted therefor.
Delinquency
Event:
A
Delinquency Event will have occurred if with respect to any Distribution
Date
prior to the Distribution Date on which the aggregate Class Principal Amount
of
the Senior Certificates has been reduced to zero, the Rolling Three Month
Delinquency Rate as of the last day of the immediately preceding calendar
month
equals or exceeds (1) 41.75% of the Senior Enhancement Percentage for such
Distribution Date or (2) with respect to any Distribution Date on which
the
aggregate Class Principal Amount of the Senior Certificates has been reduced
to
zero, 58.50% of the Class M1 Enhancement Percentage.
Delinquency
Rate:
With
respect to any calendar month, the fraction, expressed as a percentage,
the
numerator of which is the aggregate outstanding principal balance of all
Mortgage Loans 60 days Delinquent or more (including all foreclosures,
bankruptcies and REO Properties) as of the close of business on the last
day of
such month, and the denominator of which is the Aggregate Pool Balance
as of the
close of business on the last day of such month.
Delinquent:
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business on
the Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day of
the month
immediately succeeding the month in which such payment was first due, or,
if
there is no such corresponding day (e.g.,
as when
a 30-day month follows a 31-day month in which a payment was due on the
31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation having
its
principal place of business in New York, or its successors in
interest.
Determination
Date:
With
respect to each Distribution Date, the 18th day of the month in which such
Distribution Date occurs, or, if such 18th day is not a Business Day, the
next
succeeding Business Day.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is Delinquent in payment
for a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the Servicer or the Trustee has
accepted
a deed in lieu of foreclosure.
Distribution
Date:
The
25th day of each month or, if such 25th day is not a Business Day, the
next
succeeding Business Day, commencing in October 2006.
Distribution
Date Statement:
As
defined in Section 4.03(a).
25
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is
due under
the related Mortgage Note.
Eligible
Account:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company acceptable to the Rating Agencies
or
(ii) an account or accounts the deposits in which are insured by the FDIC
to the
limits established by such corporation, provided that any such deposits
not so
insured shall be maintained in an account at a depository institution or
trust
company whose commercial paper or other short term debt obligations (or,
in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short term
debt
or deposit obligations of such holding company or depository institution,
as the
case may be) have been rated by each Rating Agency in its highest short-term
rating category, or (iii) a segregated trust account or accounts (which
shall be
a “special deposit account”) maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its
fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Investments:
Any one
or more of the following obligations or securities:
(i)
direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii)
federal
funds, or demand and time deposits in, certificates of deposits of, or
bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent
of the
Trustee, acting in its respective commercial capacity) incorporated or
organized
under the laws of the United States of America or any state thereof and
subject
to supervision and examination by federal or state banking authorities,
so long
as at the time of investment or the contractual commitment providing for
such
investment the commercial paper or other short-term debt obligations of
such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one
of its
two highest long-term rating categories;
(iii)
repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
Investor Protection Corporation jurisdiction or any commercial bank insured
by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest short-term
rating category;
(iv)
securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to
(a) one
of the two highest short-term credit rating categories of each Rating Agency
and
(b) the highest short-term rating category of Fitch; provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the
Trust
Fund to exceed 20% of the sum of the Aggregate Pool Balance and the aggregate
principal amount of all Eligible Investments in the Certificate Account;
provided,
further,
that
such securities will not be Eligible Investments if they are published
as being
under review with negative implications from any Rating Agency;
26
(v)
commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating
Agency in
its highest short-term rating category;
(vi)
a
Qualified GIC;
(vii)
certificates
or receipts representing direct ownership interests in future interest
or
principal payments on obligations of the United States of America or
its
agencies or instrumentalities (which obligations are backed by the full
faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii)
any
other
demand, money market, common trust fund or time deposit or obligation,
or
interest-bearing or other security or investment (including those managed
or
advised by the Trustee or any Affiliate thereof), (A) rated in the highest
rating category by each Rating Agency rating such investment or (B) that
would
not adversely affect the then current rating assigned by each Rating
Agency of
any of the Certificates or the NIM Securities and has a short term rating
of at
least “A-1” or its equivalent by each Rating Agency. Such investments in this
subsection (viii) may include money market mutual funds or common trust
funds,
including any fund for which U.S. Bank National Association (the “Bank”) in its
capacity other than as Trustee, the Trustee, the Master Servicer, any
NIMS
Insurer or an affiliate thereof serves as an investment advisor, administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Bank, the Trustee, the Master Servicer, any NIMS Insurer
or any
affiliate thereof charges and collects fees and expenses from such funds
for
services rendered, (y) the Bank, the Trustee, the Master Servicer, any
NIMS
Insurer or any affiliate thereof charges and collects fees and expenses
for
services rendered pursuant to this Agreement, and (z) services performed
for
such funds and pursuant to this Agreement may converge at any time. The
Trustee
specifically authorizes the Bank or an affiliate thereof to charge and
collect
from the Trustee such fees as are collected from all investors in such
funds for
services rendered to such funds (but not to exceed investment earnings
thereon);
27
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to
the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the
principal
and interest payments with respect to such instrument provide a yield
to
maturity of greater than 120% of the yield to maturity at par of such
underlying
obligations, provided
that any
such investment will be a “permitted investment” within the meaning of Section
860G(a)(5) of the Code.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets
the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate:
Any
Class B, Class P, Class X, Class R or Class LT-R Certificate, and any
Offered
Certificate which does not have a rating of BBB- or above or Baa3 or
above.
ERISA-Restricted
Trust Certificate:
Any
Senior Certificate or Class M Certificate.
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by the Servicer
satisfying the requirements of the Servicing Agreement.
Escrow
Account:
Any
account established and maintained by the Servicer pursuant to the Servicing
Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended.
Exchange
Act Signing Party:
Either
the Depositor or the Master Servicer, to be determined by mutual agreement
between such parties.
Excluded
Trust Assets:
As
described in the Preliminary Statement.
Xxxxxx
Xxx or FNMA:
Xxxxxx
Mae, f/k/a/ the Federal National Mortgage Association, a federally chartered
and
privately owned corporation organized and existing under the Federal
National
Mortgage Association Charter Act, or any successor thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by the Servicer satisfying the
requirements of the Servicing Agreement.
Final
Scheduled Distribution Date:
With
respect to each Class of Certificates, the Distribution Date occurring
in
October 2036.
28
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that
clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
First
Payment Default Loan:
Any
Mortgage Loans which do not make first payments due to the Seller within
the
time frame required under the PPTLS.
Fitch:
Fitch
Ratings, Inc., or any successor in interest.
Fixed
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for a fixed
rate of
interest throughout the term of such Note.
Form
8-K Disclosure Information:
As
defined in Section 6.20(f)(i).
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
Xxxxxxx
Mac or FHLMC:
Xxxxxxx
Mac, f/k/a the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title
III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
GNMA:
The
Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within HUD.
Group:
The
Group 1 Senior Certificates or the Group 2 Senior Certificates, as the
context
requires.
Group
1 Senior Certificates:
The
Class A1 Certificates.
Group
2 Senior Certificates:
Collectively, the Class A2, Class A3, Class A4, Class A5 and Class A6
Certificates.
Holder
or
Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or
giving
any consent pursuant to this Agreement, any Certificate registered in
the name
of the Depositor, the Trustee, the Master Servicer, the Servicer or the
Credit
Risk Manager or any Affiliate thereof shall be deemed not to be outstanding
in
determining whether the requisite percentage necessary to effect any
such
consent has been obtained, except that, in determining whether the Trustee
shall
be protected in relying upon any such consent, only Certificates which
a
Responsible Officer of the Trustee knows to be so owned shall be disregarded.
The Trustee and any NIMS Insurer may request and conclusively rely on
certifications by the Depositor, the Master Servicer, the Servicer or
the Credit
Risk Manager in determining whether any Certificates are registered to
an
Affiliate of the Depositor, the Master Servicer, the Servicer or the
Credit Risk
Manager. After a Section 7.01(c) Purchase Event, other than in Sections
5.02(b)
through (g) and 11.03(a) and (b) and, except in the case of the Class
LT-R
Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.09 herein,
all
references in this Agreement to “Holder” or “Certificateholder” shall be deemed
to be references to the LTURI-holder, as recorded on the books of the
Certificate Registrar, as holder of the Lower Tier Uncertificated REMIC
1
Regular Interests.
29
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent
of another
specified Person and any Affiliate of such other Person, (b) does not
have any
material direct financial interest in such other Person or any Affiliate
of such
other Person, (c) is not connected with such other Person or any Affiliate
of
such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (d) is not
a member
of the immediate family of a Person defined in clause (b) or (c)
above.
Index:
The
index specified in the related Mortgage Note for calculation of the Mortgage
Rate thereof.
Initial
LIBOR Rate:
5.33%.
Initial
Optional Termination Date:
The
first Distribution Date following the date on which the Aggregate Pool
Balance
is less than 5.00% of the Cut-off Date Balance.
Insurance
Fee Rate:
Not
applicable.
Insurance
Policy:
Any
standard hazard insurance policy, flood insurance policy, earthquake
insurance
policy or title insurance policy relating to the Mortgage Loans or
the Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during
the term
of this Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts
(i) to cover
expenses incurred by or on behalf of the Servicer or Master Servicer
in
connection with procuring such proceeds, (ii) to be applied to restoration
or
repair of the related Mortgaged Property or (iii) required to be paid
over to
the Mortgagor pursuant to the law or the related Mortgage Note.
Interest
Rate Cap Account:
The
account created pursuant to Section 5.07(b).
Interest
Rate Cap Agreement:
The
interest rate cap agreement dated September 25, 2006 entered into by
the
Supplemental Interest Trust, which agreement provides for the monthly
payment
specified therein to the Trustee (for the benefit of the Certificateholders)
commencing with the Distribution Date in September 2007 and ending
on the
Distribution Date in September 2011, by the Cap Counterparty, but subject
to the
conditions set forth therein together with any schedules, confirmations
or other
agreements relating thereto, attached hereto as Exhibit N.
Interest
Rate Cap Amount:
With
respect to each Distribution Date, the amount of any Interest Rate
Cap Payment
deposited into the Interest Rate Cap Account.
30
Interest
Rate Cap Payment:
With
respect to each Distribution Date, any payment required to be made
by the Cap
Counterparty to the Supplemental Interest Trust pursuant to the terms
of the
Interest Rate Cap Agreement.
Interest
Rate Cap Payment Date:
For so
long as the Interest Rate Cap Agreement is in effect or any amounts
remain
unpaid thereunder, the Business Day immediately preceding each Distribution
Date.
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount
equal to (a)
the sum of (1) all interest collected (other than Payaheads and Prepayment
Premiums) or advanced in respect of Scheduled Payments on the Mortgage
Loans in
such Mortgage Pool during the related Collection Period by the Servicer,
the
Master Servicer or the Trustee (solely in its capacity as successor
master
servicer), minus
(x) the
Servicing Fee with respect to such Mortgage Loans in such Mortgage
Pool and (y)
previously unreimbursed Advances due to the Servicer, the Master Servicer
or the
Trustee (solely in its capacity as successor master servicer) to the
extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans to the extent
allocable
to interest, (2) any amounts actually paid by the Servicer with respect
to
Prepayment Interest Shortfalls and any Compensating Interest Payments
with
respect to such Mortgage Loans and the related Prepayment Period, (3)
the
portion of any Purchase Price (or PPTL Purchase Price (excluding PPTL
Premium)
payable with respect to a First Payment Default Loan) or Substitution
Amount
paid with respect to such Mortgage Loans during the related Prepayment
Period
allocable to interest and (4) all Net Liquidation Proceeds, Subsequent
Recoveries, Insurance Proceeds and any other recoveries collected with
respect
to such Mortgage Loans during the related Prepayment Period, to the
extent
allocable to interest, for each Mortgage Pool, as
reduced by (b)
the
product of (i) the applicable Pool Percentage for such Distribution
Date and
(ii) any other costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer, the Custodian and the Servicer to the extent provided
in
this Agreement, the Servicing Agreement and the Custodial Agreement;
provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee payable
from
the Interest Remittance Amount and Principal Remittance Amount may
not exceed
$200,000 during any Anniversary Year. In the event that the Trustee
incurs
reimbursable amounts in excess of $200,000, it may seek reimbursement
for such
amounts in subsequent Anniversary Years, but in no event shall more
than
$200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
the
foregoing, costs and expenses incurred by the Trustee pursuant to Section
6.14(a) in connection with any transfer of servicing shall be excluded
from the
$200,000 per Anniversary Year limit on reimbursable amounts. For the
avoidance
of doubt, (i) the Interest Remittance Amount available on each Swap
Payment Date
for distributions to the Swap Account shall be equal to the Interest
Remittance
Amount on the related Distribution Date and (ii) the Interest Remittance
Amount
for each Distribution Date shall be calculated without regard to any
distributions to the Swap Account on the related Swap Payment Date.
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer
or
equivalent instrument.
Latest
Possible Maturity Date:
The
Distribution Date occurring in October 2041.
31
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
(a)
With respect to the first Accrual Period, the Initial LIBOR Rate.
With respect
to each subsequent Accrual Period, a per annum rate determined on
the LIBOR
Determination Date in the following manner by the Trustee on the
basis of the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
for one-month United States dollar deposits, as such rates appear
on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination
Date.
(b)
If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on the Telerate Page 3750 as of 11:00 a.m. (London time),
or if the
Telerate Page 3750 is not available on such date, the Trustee will
obtain such
rate first
from
Reuters’ “page LIBOR 01,” or if such page is not available, then from
Bloomberg’s page “BBAM.” If any such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently
published
Interest Settlement Rate. In the event that the BBA no longer sets
an Interest
Settlement Rate, the Trustee will designate an alternative index
that has
performed, or that the Trustee expects to perform, in a manner substantially
similar to the BBA’s Interest Settlement Rate. The Trustee will select a
particular index as the alternative index only if it receives an
Opinion of
Counsel (a copy of which shall be furnished to the Trustee and any
NIMS
Insurer), which opinion shall be an expense reimbursed from the Certificate
Account pursuant to Section 4.04, that the selection of such index
will not
cause any of the REMICs to lose their classification as REMICs for
federal
income tax purposes.
(c)
The
establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
of the Certificate Interest Rate applicable to the LIBOR Certificates
for the
relevant Accrual Period, in the absence of manifest error, will be
final and
binding.
LIBOR
Business Day:
Any day
on which banks in London, England and The City of New York are open
and
conducting transactions in foreign currency and exchange.
LIBOR
Certificate:
Any
Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class
M1, Class M2,
Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class
M9 or Class B
Certificate.
LIBOR
Determination Date:
The
second LIBOR Business Day immediately preceding the commencement
of each Accrual
Period for any LIBOR Certificate.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the Master Servicer or the Servicer
has
determined that all amounts that it expects to recover on behalf
of the Trust
Fund from or on account of such Mortgage Loan have been recovered.
Liquidation
Expenses:
Expenses that are incurred by the Master Servicer or a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan, including, without
limitation, foreclosure and rehabilitation expenses, legal expenses
and
unreimbursed amounts, if any, expended pursuant to Sections 9.06,
9.16 or
9.22.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage
Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale, payment in full, discounted payoff or otherwise,
or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired
in
satisfaction of the Mortgage Loan, including any amounts remaining
in the
related Escrow Account.
32
Loan
Performance Advisor Agreement:
The
agreement dated as of June 30, 2005, entered into by the Credit Risk
Manager and
LBH.
Loan
Performance Monitoring Agreement:
The
agreement dated as of September 25, 2006 entered into by the Credit
Risk Manager
and the Servicer.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the ratio of the principal balance
of such
Mortgage Loan at origination, or such other date as is specified,
to the
Original Value of the related Mortgaged Property.
Lower
Tier Interest:
As
described in the Preliminary Statement.
Lower
Tier REMIC 1 Uncertificated Regular Interests:
Lower
Tier Interests of REMIC 1 constituting regular interests held in
uncertificated
form pursuant to a Section 7.01(c) Purchase Event.
LPMI
Policy:
Not
applicable.
LTURI-holder:
The
holder of Lower Tier REMIC 1 Uncertificated Regular Interests, which
upon the
occurrence of a Section 7.01(c) Purchase Event shall be the Master
Servicer or
its designee, and including any trustee in its capacity as trustee
of any
privately placed securitization.
M3
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and
as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates after giving effect to distributions on
such
Distribution Date and (ii) the aggregate Class Principal Amount of
the Class M1,
Class M2 and Class M3 Certificates immediately prior to such Distribution
Date
exceeds (y) the M3 Target Amount.
M3
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of
(a) the
product of (i) 81.70% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
M4
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and
as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2 and Class M3
Certificates,
in each case after giving effect to distributions on such Distribution
Date and
(ii) the Class Principal Amount of the Class M4 Certificates immediately
prior
to such Distribution Date exceeds (y) the M4 Target Amount.
33
M4
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of
(a) the
product of (i) 84.80% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and
as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2, Class M3 and
Class M4
Certificates, in each case after giving effect to distributions on
such
Distribution Date and (ii) the Class Principal Amount of the Class
M5
Certificates immediately prior to such Distribution Date exceeds
(y) the M5
Target Amount.
M5
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of
(a) the
product of (i) 87.70% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
M6
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and
as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2, Class M3,
Class M4 and
Class M5 Certificates, in each case after giving effect to distributions
on such
Distribution Date and (ii) the Class Principal Amount of the Class
M6
Certificates immediately prior to such Distribution Date exceeds
(y) the M6
Target Amount.
M6
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of
(a) the
product of (i) 90.40% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and
as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount
of the Senior Certificates and the Class M1, Class M2, Class M3,
Class M4, Class
M5 and Class M6 Certificates, in each case after giving effect to
distributions
on such Distribution Date and (ii) the Class Principal Amount of
the Class M7
Certificates immediately prior to such Distribution Date exceeds
(y) the M7
Target Amount.
M7
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of
(a) the
product of (i) 92.90% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3,
Class M4, Class
M5, Class M6 and Class M7 Certificates, in each case after giving
effect to
distributions on such Distribution Date and (ii) the Class Principal
Amount of
the Class M8 Certificates immediately prior to such Distribution
Date exceeds
(y) the M8 Target Amount.
M8
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 94.20% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
M9
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date
and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class
Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3,
Class M4, Class
M5, Class M6, Class M7 and Class M8 Certificates, in each case
after giving
effect to distributions on such Distribution Date and (ii) the
Class Principal
Amount of the Class M9 Certificates immediately prior to such Distribution
Date
exceeds (y) the M9 Target Amount.
M9
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser
of (a) the
product of (i) 95.60% and (ii) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution
Date determined as of the last day of the related Collection Period
exceeds (ii)
the Overcollateralization Floor.
Master
Servicer:
Aurora
Loan Services LLC, or any successor in interest, or if any successor
master
servicer shall be appointed as herein provided, then such successor
master
servicer.
Master
Servicer Remittance Date:
With
respect to each Distribution Date, two Business Days immediately
preceding such
Distribution Date.
Master
Servicing Fee:
As to
any Distribution Date, an amount equal to 1/12th
the
product of (a) the Master Servicing Fee Rate and (b) the outstanding
principal
balance of each Mortgage Loan.
Master
Servicing Fee Rate:
0.00%
per annum.
Material
Defect:
As
defined in Section 2.02(c) hereof.
Maximum
Interest Rate:
The
Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate
or the
Subordinate Maximum Interest Rate, as applicable.
MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware corporation,
or any
successor in interest thereto.
35
MERS
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage, or an Assignment
of Mortgage,
has been or will be recorded in the name of MERS, as nominee for
the holder from
time to time of the Mortgage Note.
Monthly
Excess Cashflow:
For
each Distribution Date, the aggregate of any remaining Interest
Remittance
Amount pursuant to Section 5.02(d)(v) for
such
date, any Principal Distribution Amount remaining after distribution
pursuant to
Section 5.02(e)(ii)(C) or 5.02 (e)(iii)(L) for such date, and any
Aggregate
Overcollateralization Release Amount for such date.
Moody’s:
Xxxxx’x
Investors Service, Inc., or any successor in interest.
Mortgage:
A
mortgage, deed of trust or other instrument encumbering a fee simple
interest in
real property securing a Mortgage Note, together with improvements
thereto.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage
Loan required to be delivered to the Trustee pursuant to this
Agreement.
Mortgage
Loan:
A
Mortgage and the related notes or other evidences of indebtedness
secured by
each such Mortgage conveyed, transferred, sold, assigned to or
deposited with
the Trustee pursuant to Section 2.01 or Section 2.05, including
without
limitation each Mortgage Loan listed on the Mortgage Loan Schedule,
as amended
from time to time.
Mortgage
Loan Sale Agreement:
The
mortgage loan sale and assignment agreement dated as of September
1, 2006, for
the sale of the Mortgage Loans by the Seller to the Depositor.
Mortgage
Loan Schedule:
The
schedule attached hereto as Schedule A, which shall identify each
Mortgage Loan,
as such schedule may be amended from time to time to reflect the
addition of
Mortgage Loans to, or the deletion of Mortgage Loans from, the
Trust Fund. Such
schedule shall set forth, among other things, the following information
with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying
number; (ii)
the city, state and zip code of the Mortgaged Property; (iii) the
original
principal amount of the Mortgage Loan; (iv) the Mortgage Rate at
origination;
(v) the monthly payment of principal and interest at origination;
(vi) the
Mortgage Pool in which such Mortgage Loan is included; (vii) whether
such
Mortgage Loan is subject to a Prepayment Premium for voluntary
prepayments by
the Mortgagor, the term during which such Prepayment Premiums are
imposed and
the methods of calculation of the Prepayment Premium; and (viii)
whether such
Mortgage Loan is a Simple Interest Mortgage Loan. The Depositor
shall be
responsible for providing the Trustee and the Master Servicer with
all
amendments to the Mortgage Loan Schedule.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured
by a Mortgage
under a Mortgage Loan.
Mortgage
Pool:
Any of
Pool 1 or Pool 2.
Mortgage
Rate:
With
respect to any Mortgage Loan, the per annum rate at which interest
accrues on
such Mortgage Loan, as determined under the related Mortgage Note
as reduced by
any Relief Act Reductions.
36
Mortgaged
Property:
Either
of (x) the fee simple interest in real property, together with
improvements
thereto including any exterior improvements to be completed within
120 days of
disbursement of the related Mortgage Loan proceeds, or (y) in the
case of a
Cooperative Loan, the related Cooperative Shares and Proprietary
Lease, securing
the indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor:
The
obligor on a Mortgage Note.
Net
Excess Spread:
With
respect to any Distribution Date, (A) the fraction, expressed as
a percentage,
the numerator of which is equal to the product of (i) the amount,
if any, by
which (a) the aggregate of the Interest Remittance Amounts for
each Mortgage
Pool such Distribution Date (as reduced by the aggregate Credit
Risk Manager’s
Fee) exceeds (b) the Current Interest payable with respect to the
Certificates
for such date and (ii) twelve, and the denominator of which is
the Aggregate
Pool Balance for such Distribution Date, multiplied
by (B) a
fraction, the numerator of which is thirty and the denominator
of which is the
greater of thirty and the actual number of days in the immediately
preceding
calendar month minus
(C)
the
product, expressed as a percentage, of (i) the amount of any Net
Swap Payment
owed to the Swap Counterparty for such Distribution Date divided
by the
Aggregate Pool Balance as of the beginning of the related Collection
Period and
(ii) a fraction, the numerator of which is 360 and the denominator
of which is
the actual number of days in the Accrual Period related to such
Distribution
Date, plus
(D)
the
product, expressed as a percentage, of (i) the sum of (a) the amount
of any Net
Swap Payment and (b) any Interest Rate Cap Payment received by
the Supplemental
Interest Trust for such Distribution Date divided by the Aggregate
Pool Balance
as of the beginning of the related Collection Period and (ii) a
fraction, the
numerator of which is 360 and the denominator of which is the actual
number of
days in the Accrual Period related to such Distribution Date.
Net
Funds Cap:
The
Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate
Net Funds Cap,
as the context requires.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, the related Liquidation
Proceeds net of
(i) unreimbursed expenses and (ii) any unreimbursed Advances, if
any, received
and retained in connection with the liquidation of such Mortgage
Loan.
Net
Mortgage Rate:
With
respect to any Mortgage Loan, the Mortgage Rate thereof reduced
by the Servicing
Fee Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfall:
With
respect to any Master Servicer Remittance Date, the excess, if
any, of any
Prepayment Interest Shortfalls with respect to the Mortgage Loans
for such date
over any amounts paid with respect to such shortfalls by the Servicer
pursuant
to the Servicing Agreement.
Net
Simple Interest Excess:
With
respect to any Distribution Date, the excess, if any, of (a) the
amount of the
payments received by the Servicer and the Master Servicer in the
related
Collection Period allocable to interest in respect of Simple Interest
Mortgage
Loans, calculated in accordance with the Simple Interest Method,
net of the
Servicing Fees, over (b) 30 days’ interest at the weighted average (by principal
balance) of the Net Mortgage Rates of the Simple Interest Mortgage
Loans as of
the first day of the related Collection Period, as determined by
the Servicer,
on the aggregate principal balance of such Simple Interest Mortgage
Loans for
such Distribution Date, carried to six decimal places, rounded
down, and
calculated on the basis of a 360-day year consisting of twelve
30-day months.
For this purpose, the amount of interest received in respect of
the Simple
Interest Mortgage Loans in any month shall be deemed (i) to include
any Advances
of interest made by the Servicer, the Master Servicer or the Trustee
(solely in
its capacity as successor servicer) in such month in respect of
such Simple
Interest Mortgage Loans and (ii) to be reduced by any amounts paid
to the
Servicer, the Master Servicer or the Trustee (solely in its capacity
as
successor servicer) in such month in reimbursement of Advances
previously made
by the Servicer, the Master Servicer or the Trustee (solely in
its capacity as
successor servicer) in respect of such Simple Interest Mortgage
Loans.
37
Net
Simple Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of (a) 30
days’ interest
at the weighted average (by principal balance) of the Net Mortgage
Rates of the
Simple Interest Mortgage Loans as of the first day of the related
Collection
Period, as determined by the Servicer, on the aggregate principal
balance of
such Simple Interest Mortgage Loans for such Distribution Date,
carried to six
decimal places, rounded down, and calculated on the basis of a
360-day year
consisting of twelve 30-day months, over (b) the amount of the
payments received
by the Servicer or the Master Servicer in the related Collection
Period
allocable to interest in respect of such Simple Interest Mortgage
Loans,
calculated in accordance with the Simple Interest Method, net of
the Servicing
Fees.
Net
Swap Payment:
With
respect to each Swap Payment Date, the sum of (i) the net payment
required to be
made pursuant to the terms of the Swap Agreement, which net payment
shall not
take into account any Swap Termination Payment, and (ii) any unpaid
amounts due
on previous Swap Payment Dates and accrued interest thereon as
provided in the
Swap Agreement, as calculated by the Swap Counterparty and furnished
to the
Trustee.
Net
WAC Rate:
With
respect to any Distribution Date (and the related Accrual Period),
a per annum
rate equal to the weighted average of the Net Mortgage Rates of
the Mortgage
Loans as of the first day of the related Collection Period (not
including for
this purpose Mortgage Loans for which prepayments in full have
been received and
distributed in the month prior to that Distribution Date).
NIM
Redemption Amount:
As
defined in Section 7.01(b).
NIM
Securities:
Any net
interest margin securities issued by a trust or other special purpose
entity,
the principal assets of such trust including the Class P and Class
X
Certificates and the payments received thereon, which principal
assets back such
securities.
NIMS
Agreement:
Any
agreement pursuant to which the NIM Securities are issued.
NIMS
Insurer:
One or
more insurers issuing financial guaranty insurance policies in
connection with
the issuance of NIM Securities.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
38
Non-permitted
Foreign Holder:
As
defined in Section 3.03(f).
Non-U.S.
Person:
Any
person other than a “United States person” within the meaning of Section
7701(a)(30) of the Code.
Notional
Amount:
Not
applicable.
Notional
Certificate:
Not
applicable.
Offered
Certificates:
The
Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class
M1, Class M2,
Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and
Class M9
Certificates.
Offering
Document:
Each of
the Prospectus and the Private Placement Memorandum.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, any Vice Chairman,
the
President, any Vice President or any Assistant Vice President
of a Person, and
in each case delivered to the Trustee.
Opinion
of Counsel:
A
written opinion of counsel, reasonably acceptable in form and
substance to the
Trustee, and which may be in-house or outside counsel to the
Depositor, the
Master Servicer or the Trustee but which must be Independent
outside counsel
with respect to any such opinion of counsel concerning the transfer
of any
Residual Certificate or concerning certain matters with respect
to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation,
or the federal income tax status, of each REMIC.
Original
Mortgage Loan:
As
described in the Preliminary Statement.
Original
Value:
The
lesser of (a) the Appraised Value of a Mortgaged Property at
the time the
related Mortgage Loan was originated and (b) if the Mortgage
Loan was made to
finance the acquisition of the related Mortgaged Property, the
purchase price
paid for the Mortgaged Property by the Mortgagor at the time
the related
Mortgage Loan was originated.
Overcollateralization
Amount:
With
respect to any Distribution Date, the amount, if any, by which
(x) the Aggregate
Pool Balance for such Distribution Date exceeds (y) the aggregate
Class
Principal Amount of the LIBOR Certificates after giving effect
to distributions
on such Distribution Date.
Overcollateralization
Deficiency:
With
respect to any Distribution Date, the amount, if any, by which
(x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds
(y) the
Overcollateralization Amount for such Distribution Date, calculated
for this
purpose after giving effect to the reduction on such Distribution
Date of the
Certificate Principal Amounts of the LIBOR Certificates resulting
from the
distribution of the Principal Distribution Amount on such Distribution
Date, but
prior to allocation of any Applied Loss Amount on such Distribution
Date.
Overcollateralization
Floor:
The
amount equal to $5,814,481.23 (approximately 0.50% of the Cut-off
Date
Balance).
39
Payahead:
With
respect to any Mortgage Loan and any Due Date therefor, any Scheduled
Payment
received by the Servicer during any Collection Period in addition
to the
Scheduled Payment due on such Due Date, intended by the related
Mortgagor to be
applied on a subsequent Due Date or Due Dates.
Paying
Agent:
Any
paying agent appointed pursuant to Section 3.08.
PCAOB:
The
Public Company Accounting Oversight Board.
Percentage
Interest:
With
respect to any Certificate, its percentage interest in the undivided
beneficial
ownership interest in the Trust Fund evidenced by all Certificates
of the same
Class as such Certificate. With respect to any LIBOR Certificate,
the Percentage
Interest evidenced thereby shall equal the Certificate Principal
Amount thereof
divided by the Class Principal Amount of all Certificates of
the same Class.
With respect to the Class X, Class P, Class R and Class LT-R
Certificates, the
Percentage Interest evidenced thereby shall be as specified on
the face thereof,
or otherwise be equal to 100%.
Permitted
Servicing Amendment:
Any
amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii)
hereunder
in connection with any servicing transfer or transfer of any
servicing
rights.
Person:
Any
individual, corporation, partnership, joint venture, association,
joint-stock
company, limited liability company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Plan:
An
employee benefit plan or other retirement arrangement which is
subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity
whose
underlying assets include such plan’s or arrangement’s assets by reason of their
investment in the entity.
Plan
Asset Regulations:
The
Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.
PMI
Insurance Premium:
Not
applicable.
PMI
Insurer:
Not
applicable.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan
Schedule as
being included in Pool 1.
Pool
1
Maximum Interest Rate:
For the
Group 1 Senior Certificates, for each Distribution Date on or
before the
Distribution Date on which the aggregate Class Principal Amount
of the Group 2
Senior Certificates has been reduced to zero, an annual rate
equal to (a) the
product, expressed as a percentage, of (1) the amount, if any,
by which the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool 1 Mortgage
Loans exceeds
the Servicing Fee Rate and (2) a fraction, the numerator of which
is 30 and the
denominator of which is the actual number of days in the Accrual
Period related
to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the
amount of any Net
Swap Payment owed by the Swap Counterparty on
the
related Swap Payment Date
allocable to Pool 1 (based on the applicable Pool Percentage)
and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the
related Interest
Rate Cap Payment Date allocable to Pool 1 (based on the applicable
Pool
Percentage) divided by the Pool Balance for Pool 1 as of the
beginning of the
related Collection Period and (2) a fraction, the numerator of
which is 360 and
the denominator of which is the actual number of days in the
Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction, expressed
as a
percentage, the numerator of which is the amount of any Net Swap
Payment owed to
the Swap Counterparty on the related Swap Payment Date allocable
to Pool 1
(based on the applicable Pool Percentage) and the denominator
of which is the
Pool Balance for Pool 1 as of the beginning of the related Collection
Period and
(2) a fraction, the numerator of which is 360 and the denominator
of which is
the actual number of days in the Accrual Period related to such
Distribution
Date.
40
Pool
1
Net Funds Cap:
With
respect to any Distribution Date and the Group 1 Senior Certificates,
a per
annum rate equal to (a) a fraction, expressed as a percentage,
the numerator of
which is the product of (1) the excess, if any, of (i) the Pool
1 Optimal
Interest Remittance Amount for such date over (ii) any Net Swap
Payment or Swap
Termination Payment (not due to a Swap Counterparty Trigger Event)
owed to the
Swap Counterparty on the related Swap Payment Date allocable
to Pool 1 (based on
the applicable Pool Percentage) and (2) 12, and the denominator
of which is the
Pool Balance for Pool 1 as of the first day of the related Collection
Period
(excluding for this purpose any Mortgage Loans in Pool 1 for
which any Principal
Prepayments in full have been deposited into the Collection Account
and
distributed therefrom in accordance with Section 5.02 during
the month prior to
such Distribution Date), multiplied by (b) a fraction, the numerator
of which is
30 and the denominator of which is the actual number of days
in the Accrual
Period related to such Distribution Date.
Pool
1
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product
of (a) the
quotient of (i) the weighted average of the Net Mortgage Rates
of the Mortgage
Loans in Pool 1 as of the first day of the related Collection
Period, and (ii)
12 and (b) the Pool Balance for Pool 1 as of the first day of
the related
Collection Period (excluding for purposes of clauses (a)(i) and
(b) any Mortgage
Loans in Pool 1 for which any Principal Prepayments in full have
been deposited
into the Collection Account and distributed therefrom in accordance
with Section
5.02 during the month prior to such Distribution Date).
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan
Schedule as
being included in Pool 2.
Pool
2
Maximum Interest Rate:
For the
Group 2 Senior Certificates, and for each Distribution Date on
or before the
Distribution Date on which the aggregate Class Principal Amounts
of the Group 1
Senior Certificates has been reduced to zero, an annual rate
equal to (a) the
product, expressed as a percentage, of (1) the amount, if any,
by which the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool 2 Mortgage
Loans exceeds
the Servicing Fee Rate and (2) a fraction, the numerator of which
is 30 and the
denominator of which is the actual number of days in the Accrual
Period related
to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the
amount of any Net
Swap Payment owed by the Swap Counterparty on the related Swap
Payment Date
allocable to Pool 2 (based on the applicable Pool Percentage)
and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the
related Interest
Rate Cap Payment Date allocable to Pool 2 (based on the applicable
Pool
Percentage) divided by the Pool Balance for Pool 2 as of the
beginning of the
related Collection Period and (2) a fraction, the numerator of
which is 360 and
the denominator of which is the actual number of days in the
Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction, expressed
as a
percentage, the numerator of which is the amount of any Net Swap
Payment owed to
the Swap Counterparty on the related Swap Payment Date allocable
to Pool 2
(based on the applicable Pool Percentage) and the denominator
of which is the
Pool Balance for Pool 2 as of the beginning of the related Collection
Period and
(2) a fraction, the numerator of which is 360 and the denominator
of which is
the actual number of days in the Accrual Period related to such
Distribution
Date.
41
Pool
2
Net Funds Cap:
With
respect to any Distribution Date and the Group 2 Senior Certificates,
a per
annum rate equal to (a) a fraction, expressed as a percentage,
the numerator of
which is the product of (1) the excess, if any, of (i) the Pool
2 Optimal
Interest Remittance Amount for such date over (ii) any Net Swap
Payment or Swap
Termination Payment (not due to a Swap Counterparty Trigger Event)
owed to the
Swap Counterparty on the related Swap Payment Date allocable
to Pool 2 (based on
the applicable Pool Percentage) and (2) 12, and the denominator
of which is the
Pool Balance for Pool 2 as of the first day of the related Collection
Period
(excluding for this purpose any Mortgage Loans in Pool 2 for
which any Principal
Prepayments in full have been deposited into the Collection Account
and
distributed therefrom in accordance with Section 5.02 during
the month prior to
such Distribution Date), multiplied by (b) a fraction, the numerator
of which is
30 and the denominator of which is the actual number of days
in the Accrual
Period related to such Distribution Date.
Pool
2
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product
of (a) the
quotient of (i) the weighted average of the Net Mortgage Rates
of the Mortgage
Loans in Pool 2 as of the first day of the related Collection
Period, and (ii)
12 and (b) the Pool Balance for Pool 2 as of the first day of
the related
Collection Period (excluding for purposes of clauses (a)(i) and
(b) any Mortgage
Loans in Pool 2 for which any Principal Prepayments in full have
been deposited
into the Collection Account and distributed therefrom in accordance
with Section
5.02 during the month prior to such Distribution Date).
Pool
Balance:
With
respect to each Mortgage Pool, the aggregate of the Scheduled
Principal Balances
of all Mortgage Loans in such Mortgage Pool at the date of
determination.
Pool
Percentage:
With
respect to each Mortgage Pool and any Distribution Date, the
fraction, expressed
as a percentage, the numerator of which is the Pool Balance for
such Mortgage
Pool for such date and the denominator of which is the Aggregate
Pool Balance
for such date.
Pool
Subordinate Amount:
As to
each Mortgage Pool and any Distribution Date, the excess of the
Pool Balance for
such Mortgage Pool as of the first day of the immediately preceding
Collection
Period over (i) the aggregate Class Principal Amounts of the
Group 1 Senior
Certificates (in the case of Pool 1) or (ii) the aggregate Class
Principal
Amounts of the Group 2 Senior Certificates (in the case of Pool
2) immediately
prior to the related Distribution Date.
42
PPTL
Premium:
With
respect to any First Payment Default Mortgage Loan, the excess,
if any, of the
PPTL Purchase Price over the Purchase Price.
PPTL
Purchase Price:
The
purchase price paid for a First Payment Default Mortgage Loan
which is required
to be repurchased by a Transferor pursuant to the related PPTLS.
PPTLS:
As to
any First Payment Default Mortgage Loan, (i)
the
Purchase Price and Terms Letter between First Franklin Financial
Corporation and
Xxxxxx Brothers Bank, FSB, dated as of May 11, 2006, as revised
on July 31, 2006
(FF 2006-5, FF 2006-6).
Prepayment
Interest Shortfall:
With
respect to any full or partial Principal Prepayment of a Mortgage
Loan, the
excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
(as reduced by the Servicing Fee, as applicable, in the case
of Principal
Prepayments in full) on the outstanding principal balance of
such Mortgage Loan
immediately prior to such prepayment over (ii) the amount of
interest actually
received with respect to such Mortgage Loan in connection with
such Principal
Prepayment.
Prepayment
Period:
With
respect to any Distribution Date and any Principal Prepayment,
whether in part
or in full (including any Principal Prepayment due to liquidation
of a Mortgage
Loan), the calendar month immediately preceding the month in
which such
Distribution Date occurs.
Prepayment
Premiums:
Any
prepayment fees and penalties to be paid by the Mortgagor on
a Mortgage
Loan.
Primary
Mortgage Insurance Policy:
Not
applicable.
Prime
Rate:
The
prime rate of the United States money center commercial banks
as published in
The
Wall Street Journal.
Principal
Distribution Amount:
With
respect to each Mortgage Pool and any Distribution Date, an
amount equal to the
Principal Remittance Amount for such Mortgage Pool for such
date minus
the
Aggregate Overcollateralization Release Amount, if any, allocable
to such
Mortgage Pool, for such Distribution Date (based on the applicable
Pool
Percentage).
Principal
Prepayment:
Any
Mortgagor payment of principal (other than a Balloon Payment)
or other recovery
of principal on a Mortgage Loan that is recognized as having
been received or
recovered in advance of its scheduled Due Date and applied
to reduce the
principal balance of the Mortgage Loan in accordance with the
terms of the
Mortgage Note or the related Servicing Agreement.
43
Principal
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, (a)
the sum of (i) all
principal collected (other than Payaheads) or advanced in respect
of Scheduled
Payments on the Mortgage Loans in such Mortgage Pool during
the related
Collection Period whether by the Servicer, the Master Servicer
or the Trustee
(solely in its capacity as successor Master Servicer) (less
unreimbursed
Advances due to the Master Servicer, the Servicer or the Trustee
(solely in its
capacity as successor Master Servicer) with respect to the
related Mortgage
Loans, to the extent allocable to principal), (ii) all Principal
Prepayments in
full or in part received during the related Prepayment Period
on the Mortgage
Loans in such Mortgage Pool, (iii) the outstanding principal
balance of each
Mortgage Loan (excluding any PPTL Premium) in such Mortgage
Pool that was
purchased from the Trust Fund by the Seller or the related
Transferor during the
related Prepayment Period or the NIMS Insurer (in the case
of certain Mortgage
Loans 90 days or more delinquent) from such Mortgage Pool,
(iv) the portion of
any Substitution Amount paid with respect to any Deleted Mortgage
Loan in such
Mortgage Pool during the related Prepayment Period allocable
to principal and
(v) all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent
Recovery
and other recoveries collected with respect to the Mortgage
Loans in such
Mortgage Pool during the related Prepayment Period, to the
extent allocable to
principal, as reduced by (b) to the extent not reimbursed from
amounts otherwise
allocable to interest, the related Pool Percentage for such
date of any other
costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer,
the Custodian and the Servicer to the extent provided in this
Agreement, the
Servicing Agreement and the Custodial Agreement and, with respect
to the
Trustee, to the extent the Interest Remittance Amount is less
than amounts
reimbursable to the Trustee pursuant to Section 4.04(b)(i),
the product of (x)
the applicable Pool Percentage for such Distribution Date and
(y) any amounts
reimbursable during the related Anniversary Year to the Trustee
therefrom and
not reimbursed from the Interest Remittance Amount, or otherwise;
provided,
however,
that
such reimbursable amounts from the Interest Remittance Amount
and Principal
Remittance Amount may not exceed $200,000 in the aggregate
during any
Anniversary Year. In the event that the Trustee incurs reimbursable
amounts in
excess of $200,000, it may seek reimbursement for such amounts
in subsequent
Anniversary Years, but in no event shall more than $200,000
be reimbursed to the
Trustee per Anniversary Year. Notwithstanding the foregoing,
costs and expenses
incurred by the Trustee pursuant to Section 6.14(a) in connection
with any
transfer of servicing shall be excluded from the $200,000 per
Anniversary Year
limit on reimbursable amounts. For the avoidance of doubt, (i) the
Principal
Remittance Amount available on each Swap Payment Date for distributions
to the
Swap Account shall be equal to the Principal Remittance Amount
on the related
Distribution Date and (ii) the Principal Remittance Amount
for each Distribution
Date shall be calculated without regard to any distributions
to the Swap Account
on the related Swap Payment Date.
Private
Placement Memorandum:
The
private placement memorandum dated September 21, 2006, relating
to the Class B
Certificates.
Proceeding:
Any
suit in equity, action at law or other judicial or administrative
proceeding.
Proprietary
Lease:
With
respect to any Cooperative Unit, a lease or occupancy agreement
between a
Cooperative Corporation and a holder of related Cooperative
Shares.
Prospectus:
The
prospectus supplement dated September 21, 2006, together with
the accompanying
prospectus dated September 13, 2006, relating to the Offered
Certificates.
Purchase
Price:
With
respect to the purchase of a Mortgage Loan or related REO Property
pursuant to
this Agreement, an amount equal to the sum of (a) 100% of the
unpaid principal
balance of such Mortgage Loan; (b) accrued interest thereon
at the applicable
Mortgage Rate, from the date as to which interest was last
paid to (but not
including) the Due Date in the Collection Period immediately
preceding the
related Distribution Date; (c) the amount of any costs and
damages incurred by
the Trust Fund as a result of any violation of any applicable
federal, state or
local predatory- or abusive-lending law arising from or in
connection with the
origination of such Mortgage Loan; and (d) any unreimbursed
Servicing Advances
with respect to such Mortgage Loan. The Master Servicer, the
Servicer, the
Custodian (or the Trustee, if applicable) shall be reimbursed
from the Purchase
Price for any Mortgage Loan or related REO Property for any
Advances made or
other amounts advanced with respect to such Mortgage Loan that
are reimbursable
to the Master Servicer or the Servicer under this Agreement
or the Servicing
Agreement (or to the Trustee, if applicable), together with
any accrued and
unpaid compensation due to the Master Servicer, the Servicer,
the Custodian or
the Trustee hereunder or thereunder.
44
QIB:
As
defined in Section 3.03(c).
Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Collection Account or the Certificate Account and insuring a
minimum, fixed or floating rate of return on investments of such funds, which
contract or surety bond shall:
(i)
be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability
is
rated by each Rating Agency in one of its two highest rating categories,
and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(ii)
provide
that the Trustee may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(iii)
provide
that if at any time the then current credit standing of the obligor under
such
guaranteed investment contract is such that continued investment pursuant
to
such contract of funds would result in a downgrading of any rating of the
Certificates or the NIM Securities, the Trustee shall terminate such contract
without penalty and be entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest rate provided
under such contract to the date of delivery of such funds to the Trustee;
(iv)
provide
that the Trustee’s interest therein shall be transferable to any successor
trustee hereunder; and
(v)
provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Collection Account or the Certificate Account, as the case may be,
not
later than the Business Day prior to any Distribution Date.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the related Mortgaged Properties are located, duly authorized and licensed
in
such states to transact the applicable insurance business and to write the
insurance provided and whose claims paying ability is rated by each Rating
Agency in its highest rating category or whose selection as an insurer will
not
adversely affect the ratings of the Certificates.
45
Qualifying
Substitute Mortgage Loan:
In the
case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to
the
terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
(i) has an outstanding Scheduled Principal Balance (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate Scheduled Principal Balance), after application of all Scheduled
Payments due during or prior to the month of substitution, not in excess of,
and
not more than 5% less than, the outstanding Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate
on
the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
not
less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
Rate
of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to
or
greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
Loan, (vii) if applicable, has a next adjustment date not later than the next
adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
as
the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
longer than 18 months and not more than 18 months shorter than the remaining
stated term to maturity of the related Deleted Mortgage Loan; provided,
that
in
no case should such substitute Mortgage Loan have a maturity date later than
the
Final Scheduled Distribution Date; (x) is current as of the date of
substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
as
of such date, (xii) has been underwritten by the Transferor in accordance with
the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
(xiii) has a risk grading determined by the Seller at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
property type as the Deleted Mortgage Loan, (xv) conforms to each representation
and warranty applicable to the Deleted Mortgage Loan made in the Mortgage Loan
Sale Agreement, (xvi) has the same or higher lien position as the Deleted
Mortgage Loan, (xvii) [Reserved], (xviii) contains provisions covering the
payment of Prepayment Premium by the Mortgagor for early prepayment of the
Mortgage Loan at least as favorable as the Deleted Mortgage Loan and (xix)
for
any Mortgage Loan to be substituted into Pool 1, has an original Scheduled
Principal Balance within the maximum dollar amount limitations prescribed by
Xxxxxxx Mac and Xxxxxx Mae for conforming one-to-four family first and second
lien residential mortgaged properties. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the risk
gradings described in clause (xiii) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (ix) hereof shall be determined
on
the basis of weighted average remaining term to maturity; provided,
that
the
stated maturity date of any Qualifying Substitute Mortgage Loan shall not be
later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
described in clause (xi) hereof shall be satisfied as to each such mortgage
loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xv) hereof must be satisfied
as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the
case
may be.
Rating
Agency:
Each of
Fitch, Xxxxx’x and S&P.
46
Realized
Loss:
With
respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of liquidation,
minus
(ii)
Liquidation Proceeds received, to the extent allocable to principal, net of
amounts that are reimbursable therefrom to the Master Servicer or the Servicer
with respect to such Mortgage Loan (other than Advances of principal) including
expenses of liquidation. In determining whether a Realized Loss is a Realized
Loss of principal, Liquidation Proceeds shall be allocated, first, to payment
of
expenses related to such Liquidated Mortgage Loan, then to accrued unpaid
interest and finally to reduce the principal balance of the Mortgage
Loan.
Recognition
Agreement:
With
respect to any Cooperative Loan, an agreement between the related Cooperative
Corporation and the originator of such Mortgage Loan to establish the rights
of
such originator in the related Cooperative Property.
Record
Date:
With
respect to any Class of Book-Entry Certificates and any Distribution Date,
the
close of business on the Business Day immediately preceding such Distribution
Date. With respect to any Class of Definitive Certificates and any Distribution
Date, the last Business Day of the month immediately preceding the month in
which the Distribution Date occurs (or, in the case of the first Distribution
Date, the Closing Date).
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Regulation
S:
Regulation S promulgated under the Securities Act or any successor provision
thereto, in each case as the same may be amended from time to time; and all
references to any rule, section or subsection of, or definition or term
contained in, Regulation S means such rule, section, subsection, definition
or
term, as the case may be, or any successor thereto, in each case as the same
may
be amended from time to time.
Regulation
S Global Security:
The
meaning specified in Section 3.01(d).
Related
Senior Principal Distribution Amount:
For
each Mortgage Pool and any Distribution Date on or after the Stepdown Date
and
for as long as a Trigger Event is not in effect, an amount equal to the lesser
of (x) the sum of the Class Principal Amounts of the Group 1 Senior Certificates
(with respect to Pool 1) or the sum of the Class Principal Amounts of the Group
2 Senior Certificates (with respect to Pool 2) immediately prior to such date
and (y) the product of (a) the Senior Principal Distribution Amount and (b)
the
related Senior Proportionate Percentage, in each case for such
date.
Related
Senior Priority:
With
respect to each of Group 1 and Group 2 Senior Certificates, the priority of
distribution on the Senior Certificates relating to such Groups as described
in
5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3), respectively.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party, as set forth on Exhibit S attached
hereto. Multiple parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, the Paying Agent, the Trustee, the Credit Risk Manager, the Custodian
or the Servicer, the term “Relevant Servicing Criteria” may refer to a portion
of the Relevant Servicing Criteria applicable to such parties.
47
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of interest collectible thereon as a result of application of the
Civil
Relief Act or any similar state or local statute, any amount by which interest
collectible on such Mortgage Loan for the Due Date in the related Collection
Period is less than interest accrued thereon for the applicable one-month
period
at the Mortgage Rate without giving effect to such reduction.
REMIC:
Each
pool of assets in the Trust Fund designated as a REMIC pursuant to the
Preliminary Statement.
REMIC
1:
As
described in the Preliminary Statement.
REMIC
2:
As
described in the Preliminary Statement.
REMIC
3:
As
described in the Preliminary Statement.
REMIC
3 Net Funds Cap:
For any
Distribution Date (and the related Accrual Period) and any Class of
Certificates, an amount equal to (i) the weighted average of the interest
rates
on the Lower Tier Interests in REMIC 3 (other than an interest-only regular
interest), weighted in proportion to their Class Principal Amounts as of
the
beginning of the related Accrual Period, multiplied by (ii) an amount equal
to
(a) 30, divided by (b) the actual number of days in the Accrual
Period.
REMIC
4:
As
described in the Preliminary Statement.
REMIC
Provisions:
The
provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC
Swap Rate:
For
each Distribution Date (and the related Accrual Period), a per annum rate
equal
to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
such Distribution Date, as set forth in Annex C-1 to the Prospectus Supplement,
(ii) 2, and (iii) the quotient of (a) the actual number of days in the related
Accrual Period divided by (b) 30.
REO
Property:
A
Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan
or
otherwise treated as having been acquired pursuant to the REMIC
Provisions.
Reportable
Event:
As
defined in Section 6.20(f)(i).
Reporting
Servicer:
As
defined in Section 6.20(e)(i).
48
Required
Reserve Fund Deposit:
With
respect to any Distribution Date on which the Net Excess Spread is less than
0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
Pool Balance for such date exceeds (b) the amount on deposit in the Basis
Risk
Reserve Fund immediately prior to such date. With respect to any Distribution
Date on which the Net Excess Spread is equal to or greater than 0.25%, the
amount, if any, by which (i) $1,000 exceeds the amount on deposit in the
Basis
Risk Reserve Fund immediately prior to such date; provided,
however,
that on
any Distribution Date on which the Class Principal Amount of each Class of
Offered Certificates and the Class B Certificates has been reduced to zero,
the
Required Reserve Fund Deposit shall be zero.
Residual
Certificate:
Any
Class R or Class LT-R Certificate.
Responsible
Officer or responsible officer:
When
used with respect to the Trustee, any vice president, assistant vice president,
the secretary, any assistant secretary, or any officer, working in its Corporate
Trust Office and having direct responsibility for the administration of this
Agreement, and any other officer to whom a matter arising under this Agreement
may be referred.
Restricted
Certificate:
Any
Class B, Class P, Class X, Class R or Class LT-R Certificate.
Restricted
Global Security:
As
defined in Section 3.01(c).
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
equal
to the average of the Delinquency Rates for each of the three (or one and
two,
in the case of the first and second Distribution Dates, respectively)
immediately preceding calendar months.
Rules:
As
defined in Section 6.20(c).
S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor in interest.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
A
written certification covering the activities of all Servicing Function
Participants and signed by an officer of the Exchange Act Signing Party that
complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time
to
time.
Scheduled
Payment:
Each
scheduled payment of principal and interest (or of interest only, if applicable)
to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
otherwise specified herein) by the amount of any related Debt Service Reduction
(excluding all amounts of principal and interest that were due on or before
the
Cut-off Date, whenever received) and, in the case of an REO Property, an
amount
equivalent to the Scheduled Payment that would have been due on the related
Mortgage Loan if such Mortgage Loan had remained in existence.
49
Scheduled
Principal Balance:
With
respect to (i) any Mortgage Loan (other than a Simple Interest Mortgage Loan)
as
of any Distribution Date, the principal balance of such Mortgage Loan at
the
close of business on the Cut-off Date after giving effect to principal payments
due on or before the Cut-off Date, whether or not received, less an amount
equal
to principal payments due after the Cut-off Date, and on or before the Due
Date
in the related Collection Period, whether or not received from the Mortgagor
or
advanced by the Servicer or the Master Servicer, and all amounts allocable
to
unscheduled principal payments (including Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the
extent identified and applied prior to or during the related Prepayment Period)
and (ii) any REO Property as of any Distribution Date, the Scheduled Principal
Balance of the related Mortgage Loan on the Due Date immediately preceding
the
date of acquisition of such REO Property by or on behalf of the Trustee (reduced
by any amount applied as a reduction of principal on the Mortgage Loan).
With
respect to any Mortgage Loan as of the Cut-off Date, the principal balance
of
such Mortgage Loan as specified in the Mortgage Loan Schedule. The Scheduled
Principal Balance of any Liquidated Mortgage Loan shall be zero. In the case
of
a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
Scheduled Principal Balance shall mean its actual unpaid principal balance.
The
actual unpaid principal balance of a Simple Interest Mortgage Loan with respect
to any Distribution Date shall be determined by subtracting from such Mortgage
Loan’s unpaid principal balance as of the end of the preceding Collection Period
the amount of the borrower’s fixed monthly payment for the related Collection
Period that is not allocated to the payment of interest applying the Simple
Interest Method.
Section
7.01(c) Purchase Event:
The
purchase of all the Lower Tier REMIC 1 Uncertificated Regular
Interests.
Securities
Act:
The
Securities Act of 1933, as amended.
Security
Agreement:
With
respect to any Cooperative Loan, the agreement between the owner of the related
Cooperative Shares and the originator of the related Mortgage Note that defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Seller:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
Senior
Certificate:
Any
Class A1, Class A2, Class A3, Class A4, Class A5 or Class A6 Certificate.
Senior
Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount of
the
Subordinate Certificates and the Overcollateralization Amount (which amount,
for
purposes of this definition only, shall not be less than zero and assuming
for
purposes of this definition that the Principal Distribution Amount has been
distributed on such Distribution Date and no Trigger Event has occurred)
and the
denominator of which is the Aggregate Pool Balance for such Distribution
Date,
in each case after giving effect to distributions on such Distribution
Date.
50
Senior
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
lesser of (x) the aggregate Principal Distribution Amount for both Mortgage
Pools and (y) the amount, if any by which (A) the aggregate Class Principal
Amount of the Senior Certificates immediately prior to such Distribution
Date
exceeds (B) the Senior Target Amount.
Senior
Proportionate Percentage:
With
respect to Pool 1 and any Distribution Date, the fraction, expressed as a
percentage, the numerator of which is the Principal Remittance Amount for
Pool 1
for such Distribution Date and the denominator of which is the aggregate
of the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
With respect to Pool 2 and any Distribution Date, the fraction, expressed
as a
percentage, the numerator of which is the Principal Remittance Amount for
Pool 2
for such Distribution Date and the denominator of which is the aggregate
of the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
Senior
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 66.20% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the Collection Period exceeds (ii)
the
Overcollateralization Floor.
Servicer
Remittance Date:
The day
in each calendar month on which the Servicer is required to remit payments
to
the Collection Account, as specified in the Servicing Agreement, which is
the
18th
day of
each calendar month (or, if such 18th
day is
not a Business Day, the next succeeding Business Day).
Servicer:
National City Home Loan Services, Inc., or its successor in
interest.
Service(s)(ing):
In
accordance with Regulation AB, the act of managing or collecting payments
on the
Mortgage Loans or any other assets of the Trust Fund by an entity that meets
the
definition of “servicer’ set forth in Item 1101 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses other
than Advances (including reasonable attorneys’ fees and disbursements) incurred
in the performance by the Servicer of its servicing obligations, including,
but
not limited to, the cost of (a) the preservation, inspection, restoration
and
protection of the Mortgaged Property, (b) any enforcement or administrative
or
judicial proceedings, including foreclosures, (c) the management and liquidation
of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
charges which are or may become a lien upon the Mortgaged Property, and fire
and
hazard insurance coverage and (e) any losses sustained by the Servicer with
respect to the liquidation of the Mortgaged Property.
51
Servicing
Agreement:
The
servicing agreement dated as of September 1, 2006, among the Seller, the
Master
Servicer and the Servicer, and any other servicing agreement entered into
between a successor servicer and the Seller pursuant to the terms of this
Agreement.
Servicing
Criteria:
The
criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may
be amended from time to time.
Servicing
Fee:
As to
any Distribution Date and each Mortgage Loan, an amount equal to the product
of
(a) one-twelfth of the Servicing Fee Rate and (b) the outstanding principal
balance of such Mortgage Loan as of the first day of the related Collection
Period.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, 0.50% per annum.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than the Servicer,
the
Custodian, the Master Servicer, the Paying Agent and the Trustee, that is
participating in the servicing function within the meaning of Regulation
AB,
unless such Person’s activities relate only to 5% or less of the Mortgage
Loans.
Simple
Interest Method:
With
respect to a Simple Interest Mortgage Loan, the method of allocating a payment
to principal and interest, pursuant to which the portion of such payment
that is
allocated to interest is equal to the product of the applicable rate of interest
multiplied by the unpaid principal balance multiplied by the period of time
elapsed since the preceding payment of interest was made and divided by either
360 or 365, as specified in the related Mortgage Note and the remainder of
such
payment is allocated to principal.
Simple
Interest Mortgage Loan:
Any
Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
hereto as Schedule A. As of the Closing Date, there are no Simple Interest
Mortgage Loans included in the Trust Fund.
Sponsor:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
Startup
Day:
The day
designated as such pursuant to Section 10.01(b) hereof.
Stepdown
Date:
The
earlier of (i) the first Distribution Date following the Distribution Date
on
which the Class Principal Amounts of the Senior Certificates have each been
reduced to zero or (ii) the later to occur of (x) the Distribution Date in
October 2009 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments or
other
recoveries in respect of the Mortgage Loans during the related Collection
Period
but before giving effect to distributions on the Certificates on such
Distribution Date) is greater than or equal to 33.80%.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of the Mortgage Loans but performs one
or
more discrete functions identified in Item 1122(d) of Regulation AB with
respect
to the Mortgage Loans under the direction or authority of the Trustee, the
Master Servicer, a Custodian, the Servicer or the Credit Risk
Manager.
52
Subordinate
Certificate:
Any
Class M Certificate or Class B Certificate.
Subordinate
Maximum Interest Rate:
For (i)
the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with
respect
to each Distribution Date after the Distribution Date on which the aggregate
Class Principal Amounts of the Group 2 Senior Certificates has been reduced
to
zero and (iii) the Group 2 Senior Certificates, with respect to each
Distribution Date after the Distribution Date on which the aggregate Class
Principal Amounts of the Group 1 Senior Certificates has been reduced to
zero,
the weighted average of the Pool 1 Maximum Interest Rate and the Pool 2 Maximum
Interest Rate for such Distribution Date, weighted on the basis of (i) in
the
case of any Distribution Date on or before the date on which the aggregate
Class
Principal Amounts of the Senior Certificates relating to any Mortgage Pool
has
been reduced to zero, the Pool Subordinate Amount and (ii) for any Distribution
Date thereafter, such weighting shall be on the basis of the Pool Balance
of
each Mortgage Pool.
Subordinate
Net Funds Cap:
With
respect to any Distribution Date, an amount equal to the weighted average
of the
Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis
of the
Pool Subordinate Amount for each Mortgage Pool; provided,
however,
that on
any Distribution Date after which the aggregate Class Principal Amount of
the
Senior Certificates relating to any Mortgage Pool has been reduced to zero,
such
weighting shall be on the basis of the Pool Balance of each Mortgage
Pool.
Subordinate
Priority:
To the
Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
M8,
Class M9 and Class B Certificates, sequentially, in that order.
Subsequent
Recovery:
Any
amount recovered by the Servicer or the Master Servicer with respect to a
Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
after the liquidation or disposition of such Mortgage Loan.
Subservicer:
Any
Person that (i) is considered to be a Servicing Function Participant, (ii)
services Mortgage Loans on behalf of the Servicer or Additional Servicer,
and
(iii) is responsible for the performance (whether directly or through
subservicers or Subcontractors) of Servicing functions required to be performed
under this Agreement, any related Servicing Agreement or any subservicing
agreement that are identified in Item 1122(d) of Regulation AB.
Substitution
Amount:
The
amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
Loan exceeds the Scheduled Principal Balance of the related Qualifying
Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
applicable, plus
unpaid
interest thereon, any related unpaid Advances or Servicing Advances or unpaid
Servicing Fees and the amount of any costs and damages incurred by the Trust
Fund associated with a violation of any applicable federal, state or local
predatory or abusive lending law in connection with the origination of such
Deleted Mortgage Loan.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 5.07 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
Rate
Cap Account, the right to receive the Class X Distributable Amount as provided
in Section 5.02(d)(vi), the Class LT4-I interest in REMIC 4 and the right
to
receive Class I Shortfalls.
53
Swap
Account:
The
account created pursuant to Section 5.07(a) of this Agreement.
Swap
Agreement:
The
interest rate swap agreement entered into by the Supplemental Interest Trust,
which agreement provides for, among other things, a Net Swap Payment to be
paid
pursuant to the conditions provided therein, together with any schedules,
confirmations or other agreements relating thereto, attached hereto as Exhibit
O.
Swap
Amount:
With
respect to each Distribution Date and the related Swap Payment Date, the
sum of
any Net Swap Payment and any Swap Termination Payment deposited into the
Swap
Account.
Swap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Swap Agreement,
and
any successor in interest or assigns. Initially, the Swap Counterparty shall
be
Wachovia Bank, National Association.
Swap
Counterparty Trigger Event:
A Swap
Counterparty Trigger Event shall have occurred if any of a Swap Default with
respect to which the Swap Counterparty is a Defaulting Party, a Termination
Event with respect to which the Swap Counterparty is the sole Affected Party
or
an Additional Termination Event with respect to which the Swap Counterparty
is
the sole Affected Party has occurred.
Swap
Default:
Any of
the circumstances constituting an “Event of Default” under the Swap
Agreement.
Swap
LIBOR:
With
respect to any Distribution Date and the related Swap Payment Date (and the
Accrual Period relating to such Distribution Date), the product of (i) the
Floating Rate Option (as defined in the Swap Agreement) for the related Swap
Payment Date, (ii) two, and (iii) the quotient of (a) the actual number of
days
in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated
by
the Swap Counterparty and furnished to the Trustee.
Swap
Payment Date:
For so
long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
the Business Day immediately preceding each Distribution Date.
Swap
Replacement Receipts:
As
defined in Section 5.09(a).
Swap
Replacement Receipts Account:
As
defined in Section 5.09(a).
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment required to be made by the Supplemental Interest Trust to the
Swap
Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
as
applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
due on previous Swap Payment Dates and accrued interest thereon as provided
in
the Swap Agreement, as calculated by the Swap Counterparty and furnished
to the
Trustee.
Swap
Termination Receipts:
As
defined in Section 5.09(a).
Swap
Termination Receipts Account:
As
defined in Section 5.09(a).
54
Target
Amount:
With
respect to any Distribution Date, an amount equal to the Aggregate Pool Balance
for such Distribution Date minus
the
Targeted Overcollateralization Amount for such Distribution Date.
Targeted
Overcollateralization Amount:
With
respect to any Distribution Date prior to the Stepdown Date, an amount equal
to
$13,955,245.54. For any Distribution Date on or after the Stepdown Date and
provided a Trigger Event is not in effect, an amount equal to the greater
of (i)
the lesser of (a) $13,955,245.54 and (b) 2.40% of the Aggregate Pool Balance
after giving effect to distributions on such Distribution Date and (ii)
$5,814,481.23. With respect to any Distribution Date on or after the Stepdown
Date or provided a Trigger Event is in effect, an amount equal to the Targeted
Overcollateralization Amount for the immediately preceding Distribution
Date.
Tax
Matters Person:
The
“tax matters person” as specified in the REMIC Provisions.
Telerate
Page 3750:
The
display currently so designated as “Page 3750” on the Reuters Telerate Service
(or such other page selected by the Trustee as may replace Page 3750 on that
service for the purpose of displaying daily comparable rates on
prices).
Termination
Event:
As
defined in the Swap Agreement.
Termination
Price:
As
defined in Section 7.01.
Title
Insurance Policy:
A title
insurance policy maintained with respect to a Mortgage Loan.
Total
Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the aggregate of the Interest
Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance
Amounts for such date; and (iii) all Prepayment Premiums collected during
the
related Prepayment Period.
Transfer
Agreement:
As
defined in the Mortgage Loan Sale Agreement.
Transferor:
The
seller of Mortgage Loans to Xxxxxx Brothers Bank FSB pursuant to the Transfer
Agreement.
Trigger
Event:
A
Trigger Event shall have occurred with respect to any Distribution Date if
either a Delinquency Event or a Cumulative Loss Trigger Event is in effect
for
such Distribution Date.
Trust
Fund:
The
corpus of the First Franklin Mortgage Loan Trust 2006-FF14 created pursuant
to
this Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor’s rights under the Transfer Agreement, the Mortgage Loan Sale
Agreement and the Servicing Agreement, such amounts as shall from time to
time
be held in the Collection Account, Certificate Account, Securities
Administration Account, any Custodial Account and any Escrow Account, the
Swap
Termination Receipts Account, the Swap Replacement Receipts Account, the
Cap
Termination Receipts Account, the Cap Replacement Receipts Account, the Basis
Risk Reserve Fund, the Insurance Policies, any REO Property and the other
items
referred to in, and conveyed to the Trustee under, Section 2.01(a).
55
Trust
Fund Termination Event:
As
defined in Section 7.01(a).
Trustee:
U.S.
Bank National Association, not in its individual capacity but solely as Trustee,
or any successor in interest, or if any successor trustee shall be appointed
as
herein provided, then such successor in interest or successor trustee, as
the
case may be.
Trustee
Fee:
As to
any Distribution Date, any investment earnings from amounts on deposit in
the
Certificate Account for the one-day period from and including two Business
Days
immediately preceding the related Distribution Date to and including the
related
Distribution Date.
UCC
or
Uniform Commercial Code:
The
Uniform Commercial Code as in effect in any applicable jurisdiction from
time to
time.
Underwriter:
Xxxxxx
Brothers Inc.
Underwriter’s
Exemption:
Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended
(or any successor thereto), or any substantially similar administrative
exemption granted by the U.S. Department of Labor.
Unpaid
Basis Risk Shortfall:
With
respect to any Distribution Date and any LIBOR Certificate, the aggregate
of all
Basis Risk Shortfalls with respect to such Certificate remaining unpaid from
previous Distribution Dates, plus interest accrued thereon at the applicable
Certificate Interest Rate (calculated without giving effect to the applicable
Net Funds Cap) but limited to a rate no greater than the applicable Maximum
Interest Rate.
Upper
Tier REMIC:
REMIC
4.
Voting
Interests:
The
portion of the voting rights of all the Certificates that is allocated to
any
Certificate for purposes of the voting provisions of this Agreement. At all
times during the term of this Agreement, 97.00% of all Voting Interests shall
be
allocated to the LIBOR Certificates. Voting Interests shall be allocated
among
the Classes of LIBOR Certificates based on the product of (i) 97.00% and
(ii)
the fraction, expressed as a percentage, the numerator of which is the aggregate
Class Principal Amount of all Certificates then outstanding and the denominator
of which is the Aggregate Pool Balance then outstanding. At all times during
the
term of this Agreement, 1% of all Voting Interests shall be allocated to
each of
the Class P, Class R and Class X Certificates while they remain outstanding.
Voting Interests shall be allocated among the other Classes of Certificates
(and
among the Certificates within each such Class) in proportion to their Class
Principal Amounts (or Certificate Principal Amounts) or Percentage Interests.
In
the case of the purchase by the Master Servicer of the Lower Tier REMIC 1
Uncertificated Regular Interests pursuant to a Section 7.01(c) Purchase Event,
the LTURI-holder shall be allocated 100% of the Voting Interests and upon
such
purchase any provision in this Agreement which requires a vote by, a direction
or notice given by, an action taken by, a request in writing by or the consent
of, any percentage of the Holders of the Certificates or any Class of
Certificates may be exercised by the LTURI-holder.
56
Section
1.01. Calculations Respecting Mortgage Loans.
Calculations
required to be made pursuant to this Agreement with respect to any Mortgage
Loan
in the Trust Fund shall be made based upon current information as to the
terms
of the Mortgage Loans and reports of payments received from the Mortgagor
on
such Mortgage Loans and payments to be made to the Trustee as supplied to
the
Trustee by the Master Servicer. The Trustee shall not be required to recompute,
verify or recalculate the information supplied to it by the Master Servicer,
the
Servicer or the Credit Risk Manager.
Section
1.02. Calculations Respecting Accrued Interest.
Accrued
interest, if any, on any LIBOR Certificate shall be calculated based upon
a
360-day year and the actual number of days in each Accrual Period.
ARTICLE
II
DECLARATION
OF TRUST;
ISSUANCE
OF CERTIFICATES
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
(a)
Concurrently with the execution and delivery of this Agreement, the Depositor
does hereby transfer, assign, set over, deposit with and otherwise convey
to the
Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06,
in
trust, all the right, title and interest of the Depositor in and to the Mortgage
Loans. Such conveyance includes, without limitation, the right to all payments
of principal and interest received on or with respect to the Mortgage Loans
on
and after the Cut-off Date (other than payments of principal and interest
due on
or before such date), and all such payments due after such date but received
prior to such date and intended by the related Mortgagors to be applied after
such date together with all of the Depositor’s right, title and interest in and
to the Collection Account and all amounts from time to time credited to and
the
proceeds of the Collection Account, the Certificate Account and all amounts
from
time to time credited to and the proceeds of the Certificate Account, the
Custodial Accounts and all amounts from time to time credited to and the
proceeds of the Custodial Accounts, any Escrow Account established pursuant
to
Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section
5.06 and all amounts from time to time credited to and the proceeds of each
such
account, any REO Property and the proceeds thereof, the Depositor’s rights under
any Insurance Policies related to the Mortgage Loans, the Depositor’s security
interest in any collateral pledged to secure the Mortgage Loans, including
the
Mortgaged Properties and any Additional Collateral, and any proceeds of the
foregoing, to have and to hold, in trust; and the Trustee declares that,
subject
to the review provided for in Section 2.02, it has received and shall hold
the
Trust Fund, as trustee, in trust, for the benefit and use of the Holders
of the
Certificates and for the purposes and subject to the terms and conditions
set
forth in this Agreement, and, concurrently with such receipt, has caused
to be
executed, authenticated and delivered to or upon the order of the Depositor,
in
exchange for the Trust Fund, Certificates in the authorized denominations
evidencing the entire ownership of the Trust Fund.
57
Concurrently
with the execution of this Agreement, the Swap Agreement and the Interest
Rate
Cap Agreement shall be delivered to the Trustee. In connection therewith,
the
Depositor hereby directs the Trustee (solely in its capacity as such) and
the
Trustee is hereby authorized to execute and deliver the Swap Agreement and
the
Interest Rate Cap Agreement (each on behalf of the Supplemental Interest
Trust)
for the benefit of, the Certificateholders. The Seller, the Master Servicer,
the
Depositor, the Servicer and the Certificateholders (by their acceptance of
such
Certificates) acknowledge and agree that the Trustee is executing and delivering
the Swap Agreement and the Interest Rate Cap Agreement solely in its capacity
as
Trustee of the Supplemental Interest Trust and the Trust Fund and not in
its
individual capacity. The Trustee shall have no duty or responsibility to
enter
into any other swap agreement or interest rate cap agreement upon the expiration
or termination of the Swap Agreement or the Interest Rate Cap
Agreement.
Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
assign to the Trustee all of its rights and interest under the Mortgage Loan
Sale Agreement, including all rights of the Seller under the Servicing Agreement
and the Transfer Agreement (including the right to enforce the Transferor’s
obligation to repurchase First Payment Default Mortgage Loans pursuant to
the
related PPTL), but only to the extent assigned under the Mortgage Loan Sale
Agreement. The Trustee hereby accepts such assignment, and shall be entitled
to
exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement
as if, for such purpose, it were the Depositor.
It
is
agreed and understood by the Depositor and the Trustee (and the Seller has
so
represented and recognized in the Mortgage Loan Sale Agreement) that it is
not
intended that any Mortgage Loan to be included in the Trust Fund be (i) a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home
Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the
Indiana Home Loan Practices Act effective January 1, 2005.
The
foregoing sale, transfer, assignment, set-over, deposit and conveyance does
not
and is not intended to result in the creation or assumption by the Trustee
of
any obligation of the Depositor, the Seller or any other Person in connection
with the Mortgage Loans.
(b)
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, or cause to be delivered to and deposited with, the
Trustee, and/or the Custodian acting on the Trustee’s behalf, the following
documents or instruments with respect to each Mortgage Loan (each a “Mortgage
File”) so transferred and assigned:
(i)
with
respect to each Mortgage Loan, the original Mortgage Note endorsed without
recourse in proper form to the order of the Trustee, or in blank (in each
case,
with all necessary intervening endorsements, as applicable) or with respect
to
any lost Mortgage Note, a lost note affidavit stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
58
(ii)
the
original of any guarantee executed in connection with the Mortgage Note,
assigned to the Trustee;
(iii)
with respect to any Mortgage Loan other than a Cooperative Loan, the original
recorded Mortgage with evidence of recording indicated thereon and the original
recorded power of attorney, with evidence of recording thereon. If, in
connection with any Mortgage Loan, the Depositor cannot deliver the Mortgage
or
power of attorney with evidence of recording thereon on or prior to the Closing
Date because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage or power
of
attorney has been lost, the Depositor shall deliver or cause to be delivered
to
the Trustee (or the Custodian), in the case of a delay due to recording,
a true
copy of such Mortgage or power of attorney, pending delivery of the original
thereof, together with an Officer’s Certificate of the Depositor certifying that
the copy of such Mortgage or power of attorney delivered to the Trustee (or
the
Custodian) is a true copy and that the original of such Mortgage or power
of
attorney has been forwarded to the public recording office, or, in the case
of a
Mortgage or power of attorney that has been lost, a copy thereof (certified
as
provided for under the laws of the appropriate jurisdiction) and a written
Opinion of Counsel acceptable to the Trustee and the Depositor that an original
recorded Mortgage or power of attorney is not required to enforce the Trustee’s
interest in the Mortgage Loan;
(iv)
the
original of each assumption, modification or substitution agreement, if any,
relating to the Mortgage Loans, or, as to any assumption, modification or
substitution agreement which cannot be delivered on or prior to the Closing
Date
because of a delay caused by the public recording office where such assumption,
modification or substitution agreement has been delivered for recordation,
a
photocopy of such assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer’s Certificate of the
Depositor certifying that the copy of such assumption, modification or
substitution agreement delivered to the Trustee (or the Custodian) is a true
copy and that the original of such agreement has been forwarded to the public
recording office;
(v)
with
respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank, without recourse or (B)
to
“U.S. Bank National Association, as Trustee of the First Franklin Mortgage
Loan
Trust, 2006-FF14,” without recourse;
(vi)
if
applicable, such original intervening assignments of the Mortgage, notice
of
transfer or equivalent instrument (each, an “Intervening Assignment”), as may be
necessary to show a complete chain of assignment from the originator, or,
in the
case of an Intervening Assignment that has been lost, a written Opinion of
Counsel acceptable to the Trustee and any NIMS Insurer that such original
Intervening Assignment is not required to enforce the Trustee’s interest in the
Mortgage Loan;
59
(vii)
with respect to any Mortgage Loan other than a Cooperative Loan, the original
mortgagee title insurance policy (or, in lieu thereof, a commitment to issue
such title insurance policy with an original or certified copy of such title
insurance policy to follow as soon after the Closing Date as reasonably
practicable) or attorney’s opinion of title and abstract of title;
(viii)
the original Primary Mortgage Insurance Policy or certificate or, an electronic
certification evidencing the existence of the Primary Mortgage Insurance
Policy
or certificate, if private mortgage guaranty insurance is required;
(ix)
the
original of any security agreement, chattel mortgage or equivalent instrument
executed in connection with the Mortgage or as to any security agreement,
chattel mortgage or their equivalent instrument that cannot be delivered
on or
prior to the Closing Date because of a delay caused by the public recording
office where such document has been delivered for recordation, a photocopy
of
such document, pending delivery of the original thereof, together with an
Officer’s Certificate of the Depositor certifying that the copy of such security
agreement, chattel mortgage or their equivalent instrument delivered to the
Trustee (or its custodian) is a true copy and that the original of such document
has been forwarded to the public recording office;
(x)
with
respect to any Cooperative Loan, the Cooperative Loan Documents;
and
(xi)
with
respect to any manufactured housing contract, any related manufactured housing
sales contract, installment loan agreement or participation
interest.
The
parties hereto acknowledge and agree that the form of endorsement attached
hereto as Exhibit B-4 is intended to effect the transfer to the Trustee,
for the
benefit of the Certificateholders, of the Mortgage Notes and the
Mortgages.
(c)
i) Assignments
of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
Loan shall be recorded; provided,
however,
that
such Assignments need not be recorded if, on or prior to the Closing Date,
the
Depositor delivers, at its own expense, an Opinion of Counsel addressed to
the
Trustee (which must be Independent counsel) acceptable to the Trustee and
the
Rating Agencies, to the effect that recording in such states is not required
to
protect the Trustee’s interest in the related Non-MERS Mortgage Loans;
provided,
further,
that
notwithstanding the delivery of any Opinion of Counsel, the Master Servicer
shall direct the Servicer to submit each Assignment of Mortgage for recording
upon the occurrence of a bankruptcy, insolvency or foreclosure relating to
the
Mortgagor under the related Mortgage. Subject to the preceding sentence,
as soon
as practicable after the Closing Date (but in no event more than three months
thereafter except to the extent delays are caused by the applicable recording
office), the Master Servicer, at the expense of the Depositor and with the
cooperation of the Servicer, shall direct to be properly recorded by the
Servicer in each public recording office where the related Mortgages are
recorded each Assignment of Mortgage referred to in subsection (b)(v) above
with
respect to each Non-MERS Mortgage Loan.
60
(ii)
With
respect to each MERS Mortgage Loan, the Master Servicer shall direct the
Servicer, at the expense of the Depositor, to take such actions as are necessary
to cause the Trustee to be clearly identified as the owner of each such Mortgage
Loan on the records of MERS for purposes of the system of recording transfers
of
beneficial ownership of mortgages maintained by MERS. With respect to each
Cooperative Loan, the Master Servicer, at the expense of the Depositor and
with
the cooperation of the Servicer, shall direct the Servicer to take such actions
as are necessary under applicable law in order to perfect the interest of
the
Trustee in the related Mortgaged Property.
(d)
In
instances where a Title Insurance Policy is required to be delivered to the
Trustee or the Custodian on behalf of the Trustee under clause (b)(vii) above
and is not so delivered, the Depositor will provide a copy of such Title
Insurance Policy to the Trustee, or to the Custodian on behalf of the Trustee,
as promptly as practicable after the execution and delivery hereof, but in
any
case within 180 days of the Closing Date.
(e)
For
Mortgage Loans (if any) that have been prepaid in full after the Cut-off
Date
and prior to the Closing Date, the Depositor, in lieu of delivering the above
documents, herewith delivers to any NIMS Insurer and the Trustee, or to the
Custodian on behalf of the Trustee, an Officer’s Certificate which shall include
a statement to the effect that all amounts received in connection with such
prepayment that are required to be deposited in the Collection Account pursuant
to Section 4.01 have been so deposited. All original documents that are not
delivered to the Trustee or the Custodian on behalf of the Trustee shall
be held
by the Master Servicer or the Servicer in trust for the benefit of the Trustee
and the Certificateholders.
(f)
The
Depositor shall have the right to receive any and all loan-level information
regarding the characteristics and performance of the Mortgage Loans upon
request, and to publish, disseminate or otherwise utilize such information
in
its discretion, subject to applicable laws and regulations.
Section
2.02. Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
(a)
The
Trustee, by execution and delivery hereof, acknowledges receipt by it or
by the
Custodian on its behalf of the Mortgage Files pertaining to the Mortgage
Loans
listed on the Mortgage Loan Schedule, subject to review thereof by the Trustee,
or by the Custodian on behalf of the Trustee, under this Section 2.02. The
Trustee, or the Custodian on behalf of the Trustee, will execute and deliver
to
the Depositor, the Master Servicer, the Trustee and any NIMS Insurer on the
Closing Date an Initial Certification in the form annexed hereto as Exhibit
B-1
(or in the form annexed to the Custodial Agreement as Exhibit B-1, as
applicable).
(b)
Within 45 days after the Closing Date, the Trustee or the Custodian on behalf
of
the Trustee, will, for the benefit of Holders of the Certificates, review
each
Mortgage File to ascertain that all required documents set forth in Section
2.01
have been received and appear on their face to contain the requisite signatures
by or on behalf of the respective parties thereto, and shall deliver to the
Trustee, the Depositor, the Master Servicer and any NIMS Insurer an Interim
Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed
to the Custodial Agreement as Exhibit B-2, as applicable) to the effect that,
as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan prepaid in full or any Mortgage Loan specifically identified
in
such certification as not covered by such certification), (i) all of the
applicable documents specified in Section 2.01(b) are in its possession and
(ii)
such documents have been reviewed by it and appear to relate to such Mortgage
Loan. The Trustee, or the Custodian on behalf of the Trustee, shall determine
whether such documents are executed and endorsed, but shall be under no duty
or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that the same are valid, binding,
legally effective, properly endorsed, genuine, enforceable or appropriate
for
the represented purpose or that they have actually been recorded or are in
recordable form or that they are other than what they purport to be on their
face. Neither the Trustee nor the Custodian shall have any responsibility
for
verifying the genuineness or the legal effectiveness of or authority for
any
signatures of or on behalf of any party or endorser.
61
(c)
If in
the course of the review described in paragraph (b) above the Trustee or
the
Custodian discovers any document or documents constituting a part of a Mortgage
File that is missing, does not appear regular on its face (i.e.,
is
mutilated, damaged, defaced, torn or otherwise physically altered) or appears
to
be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
(each, a “Material Defect”), the Trustee, or the Custodian on behalf of the
Trustee, discovering such Material Defect shall promptly identify the Mortgage
Loan to which such Material Defect relates in the Interim Certification
delivered to the Depositor and the Master Servicer. Within 90 days of its
receipt of such notice, the Transferor, or, if the Transferor does not do
so,
the Depositor shall be required to cure such Material Defect (and, in such
event, the Depositor shall provide the Trustee with an Officer’s Certificate
confirming that such cure has been effected). If the Transferor or the
Depositor, as applicable, does not so cure such Material Defect, the Transferor,
or, if the Transferor does not do so, the Depositor, shall, if a loss has
been
incurred with respect to such Mortgage Loan that would, if such Mortgage
Loan
were not purchased from the Trust Fund, constitute a Realized Loss, and such
loss is attributable to the failure of the Depositor to cure such Material
Defect, repurchase the related Mortgage Loan from the Trust Fund at the Purchase
Price. A loss shall be deemed to be attributable to the failure of the Depositor
to cure a Material Defect if, as determined by the Depositor, upon mutual
agreement with the Trustee each acting in good faith, absent such Material
Defect, such loss would not have been incurred. Within the two-year period
following the Closing Date, the Depositor may, in lieu of repurchasing a
Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage
Loan a
Qualifying Substitute Mortgage Loan subject to the provisions of Section
2.05.
The failure of the Trustee or the Custodian to give the notice contemplated
herein within 45 days after the Closing Date shall not affect or relieve
the
Depositor of its obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02 or any other Section of this Agreement requiring the repurchase
of
Mortgage Loans from the Trust Fund.
(d)
Within 180 days following the Closing Date, the Trustee, or the Custodian,
shall
deliver to the Trustee, the Depositor, the Master Servicer and any NIMS Insurer
a Final Certification substantially in the form attached as Exhibit B-3 (or
in
the form annexed to the Custodial Agreement as Exhibit B-3, as applicable)
evidencing the completeness of the Mortgage Files in its possession or control,
with any exceptions noted thereto.
62
(e)
Nothing in this Agreement shall be construed to constitute an assumption
by the
Trust Fund, the Trustee, the Custodian or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.
(f)
Each
of the parties hereto acknowledges that the Custodian shall perform the
applicable review of the Mortgage Loans and respective certifications thereof
as
provided in this Section 2.02 and the Custodial Agreement. The Trustee is
hereby
authorized and directed by the Depositor to appoint the Custodian and to
execute
and deliver the Custodial Agreement.
(g)
Upon
execution of this Agreement, the Depositor hereby delivers to the Trustee
and
the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement and
the
Servicing Agreement. The Depositor hereby directs the Trustee, solely in
its
capacity as Trustee hereunder, to execute and deliver, concurrently with
the
execution and delivery of this Agreement, the Servicing Agreement to which
the
Trustee is a party.
Section
2.03. Representations and Warranties of the Depositor.
(a)
The
Depositor hereby represents and warrants to the Trustee, for the benefit
of
Certificateholders, the Master Servicer and any NIMS Insurer as of the Closing
Date or such other date as is specified, that:
(i)
the
Depositor is a corporation duly organized, validly existing and in good standing
under the laws governing its creation and existence and has full corporate
power
and authority to own its property, to carry on its business as presently
conducted, to enter into and perform its obligations under this Agreement,
and
to create the trust pursuant hereto;
(ii)
the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions
hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Depositor or its properties or the certificate of
incorporation or bylaws of the Depositor;
(iii)
the
execution, delivery and performance by the Depositor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except such as has been obtained, given, effected or
taken
prior to the date hereof;
(iv)
this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the Trustee, the Master Servicer
and the Credit Risk Manager, constitutes a valid and binding obligation of
the
Depositor enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law;
63
(v)
there
are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened or likely to be asserted against or affecting the
Depositor, before or by any court, administrative agency, arbitrator or
governmental body (A) with respect to any of the transactions contemplated
by
this Agreement or (B) with respect to any other matter which in the judgment
of
the Depositor will be determined adversely to the Depositor and will if
determined adversely to the Depositor materially and adversely affect it
or its
business, assets, operations or condition, financial or otherwise, or adversely
affect its ability to perform its obligations under this Agreement;
and
(vi)
immediately prior to the transfer and assignment of the Mortgage Loans to
the
Trustee, the Depositor was the sole owner of record and holder of each Mortgage
Loan, and the Depositor had good and marketable title thereto, and had full
right to transfer and sell each Mortgage Loan to the Trustee free and clear,
subject only to (1) liens of current real property taxes and assessments
not yet
due and payable and, if the related Mortgaged Property is a condominium unit,
any lien for common charges permitted by statute, (2) covenants, conditions
and
restrictions, rights of way, easements and other matters of public record
as of
the date of recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is located
and
specifically referred to in the lender’s Title Insurance Policy or attorney’s
opinion of title and abstract of title delivered to the originator of such
Mortgage Loan, and (3) such other matters to which like properties are commonly
subject which do not, individually or in the aggregate, materially interfere
with the benefits of the security intended to be provided by the Mortgage,
of
any encumbrance, equity, participation interest, lien, pledge, charge, claim
or
security interest, and had full right and authority, subject to no interest
or
participation of, or agreement with, any other party, to sell and assign
each
Mortgage Loan pursuant to this Agreement.
(b)
The
representations and warranties of the Transferor with respect to the related
Mortgage Loans in the Transfer Agreement, which have been assigned to the
Trustee hereunder, were made as of the date specified in the Transfer Agreement
(or underlying agreement, if such Transfer Agreement is in the form of an
assignment of a prior agreement). To the extent that any fact, condition
or
event with respect to a Mortgage Loan constitutes a breach of both (i) a
representation or warranty of the Transferor under the Transfer Agreement
and
(ii) a representation or warranty of the Seller under the Mortgage Loan Sale
Agreement, the only right or remedy of the Trustee, any Certificateholder
or any
NIMS Insurer hereunder shall be their rights to enforce the obligations of
the
Transferor under any applicable representation or warranty made by it (except
in
the case of a breach by the Seller of the representations made by it with
respect to predatory and abusive lending laws, which shall be a direct
obligation of the Seller pursuant to the Mortgage Loan Sale Agreement and
enforceable by the Trustee, any Certificateholder or any NIMS Insurer
hereunder). The Trustee acknowledges that, except as otherwise provided in
the
Mortgage Loan Sale Agreement, the Seller shall not have any obligation or
liability with respect to any breach of a representation or warranty made
by it
with respect to the Mortgage Loans sold by it if the fact, condition or event
constituting such breach also constitutes a breach of a representation or
warranty made by the Transferor in the Transfer Agreement, without regard
to
whether such Transferor fulfills its contractual obligations in respect of
such
representation or warranty. The Trustee further acknowledges that the Depositor
shall have no obligation or liability with respect to any breach of any
representation or warranty with respect to the Mortgage Loans (except as
set
forth in Section 2.03(a)(vi)) under any circumstances.
64
Section
2.04. Discovery of Breach.
It
is
understood and agreed that the representations and warranties (i) of the
Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller
under
the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
and (iii) of the Transferor and of the Servicer assigned by the Seller
to the
Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to
the
Trustee by the Depositor hereunder, shall each survive delivery of the
Mortgage
Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee
and
shall continue throughout the term of this Agreement. Upon discovery by
any of
the Depositor, the Master Servicer or the Trustee of a breach of any of
such
representations and warranties that adversely and materially affects the
value
of the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties. Within 90 days of the discovery
of a
breach of any representation or warranty given to the Trustee by the Depositor
or given by the Transferor or the Seller and assigned to the Trustee, the
Depositor, the Transferor or the Seller, as applicable, shall either (a)
cure
such breach in all material respects, (b) repurchase such Mortgage Loan
or any
property acquired in respect thereof from the Trustee at the Purchase Price
(or
in the case of a Delinquency Default Mortgage Loan, the PPTL Purchase Price
(excluding any PPTL Premium)) or (c) within the two-year period following
the
Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
affected
Mortgage Loan. In the event of discovery of a breach of any representation
and
warranty of the Transferor assigned to the Trustee, the Trustee shall enforce
its rights under the Transfer Agreement and the Mortgage Loan Sale Agreement
for
the benefit of Certificateholders and any NIMS Insurer. As provided in
the
Mortgage Loan Sale Agreement, if the Transferor substitutes a mortgage
loan for
a Deleted Mortgage Loan pursuant to the Transfer Agreement and such substitute
mortgage loan is not a Qualifying Substitute Mortgage Loan, then pursuant
to the
terms of the Mortgage Loan Sale Agreement the Seller will, in exchange
for such
substitute mortgage loan, (i) pay to the Trust Fund the applicable Purchase
Price for the affected Mortgage Loan or (ii) within two years of the
Closing Date, substitute a Qualifying Substitute Mortgage Loan.
Section
2.05. Repurchase,
Purchase or Substitution of Mortgage Loans.
(a)
With
respect to any Mortgage Loan repurchased by the Depositor pursuant to this
Agreement, by the Seller pursuant to the Mortgage Loan Sale Agreement or
by the
Transferor pursuant to the Transfer Agreement, the principal portion of
the
funds (including the related PPTL Purchase Price (excluding any PPTL Premium)
in
the case of a First Payment Default Mortgage Loan) received by the Trustee
in
respect of such repurchase of a Mortgage Loan will be considered a Principal
Prepayment and the Purchase Price or PPTL Purchase Price (excluding any
PPTL
Premium) shall be deposited in the Collection Account or a Custodial Account,
as
applicable. The Trustee (i) upon receipt of the full amount of the Purchase
Price for a Deleted Mortgage Loan, (ii) upon receipt of a written certification
from the Master Servicer that it has received the full amount of the Purchase
Price for a Deleted Mortgage Loan and has deposited such amount in the
Collection Account or (iii) upon receipt of notification from the Custodian
that
it had received the Mortgage File for a Qualifying Substitute Mortgage
Loan
substituted for a Deleted Mortgage Loan (and any applicable Substitution
Amount), shall release or cause to be released and reassign to the Depositor,
the Seller or the Transferor, as applicable, the related Mortgage File
for the
Deleted Mortgage Loan and shall execute and deliver such instruments of
transfer
or assignment, in each case without recourse, representation or warranty,
as
shall be necessary to vest in such party or its designee or assignee title
to
any Deleted Mortgage Loan released pursuant hereto, free and clear of all
security interests, liens and other encumbrances created by this Agreement,
which instruments shall be prepared by the Servicer and the Trustee shall
have
no further responsibility with respect to the Mortgage File relating to
such
Deleted Mortgage Loan. The Seller indemnifies and holds the Trust Fund,
the
Master Servicer, the Trustee, the Depositor, and NIMS Insurer and each
Certificateholder harmless against any and all taxes, claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments,
and any
other costs, fees and expenses that the Trust Fund, the Trustee, the Master
Servicer, the Depositor, any NIMS Insurer and any Certificateholder may
sustain
in connection with any actions of such Seller relating to a repurchase
of a
Mortgage Loan other than in compliance with the terms of this Section 2.05
and
the Mortgage Loan Sale Agreement, to the extent that any such action causes
an
Adverse REMIC Event.
65
(b)
With
respect to each Qualifying Substitute Mortgage Loan to be delivered to
the
Trustee (or the Custodian) pursuant to the terms of this Article II in
exchange
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor or the Seller,
as
applicable, must deliver to the Trustee (or the Custodian) the Mortgage
File for
the Qualifying Substitute Mortgage Loan containing the documents set forth
in
Section 2.01(b) along with a written certification certifying as to the
delivery
of such Mortgage File and containing granting language substantially comparable
to that set forth in the first paragraph of Section 2.01(a); and (ii) the
Depositor will be deemed to have made, with respect to such Qualifying
Substitute Mortgage Loan, each of the representations and warranties made
by it
with respect to the related Deleted Mortgage Loan. As soon as practicable
after
the delivery of any Qualifying Substitute Mortgage Loan hereunder, the
Master
Servicer, at the expense of the Depositor and at the direction and with
the
cooperation of the Servicer, shall (i) with respect to a Qualifying
Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment
of Mortgage to be recorded by the Servicer if required pursuant to Section
2.01(c), or (ii) with respect to a Qualifying Substitute Mortgage Loan
that is a
MERS Mortgage Loan, cause to be taken such actions as are necessary to
cause the
Trustee to be clearly identified as the owner of each such Mortgage Loan
on the
records of MERS if required pursuant to Section 2.01(c).
(c)
Notwithstanding any other provision of this Agreement, the right to substitute
Mortgage Loans pursuant to this Article II shall be subject to the additional
limitations that no substitution of a Qualifying Substitute Mortgage Loan
for a
Deleted Mortgage Loan shall be made unless the Trustee and any NIMS Insurer
has
received an Opinion of Counsel addressed to the Trustee (at the expense
of the
party seeking to make the substitution) that, under current law, such
substitution will not cause an Adverse REMIC Event.
66
Section
2.06. Grant Clause.
(a)
It is
intended that the conveyance of the Depositor’s right, title and interest in and
to property constituting the Trust Fund pursuant to this Agreement shall
constitute, and shall be construed as, a sale of such property and not
a grant
of a security interest to secure a loan. However, if such conveyance is
deemed
to be in respect of a loan, it is intended that: (1) the rights and obligations
of the parties shall be established pursuant to the terms of this Agreement;
(2)
the Depositor hereby grants to the Trustee for the benefit of the Holders
of the
Certificates a first priority security interest to secure repayment of
an
obligation in an amount equal to the aggregate Class Principal Amount of
the
Certificates (or the aggregate principal balance of the Lower Tier REMIC
1
Uncertificated Regular Interests, if applicable) in all of the Depositor’s
right, title and interest in, to and under, whether now owned or hereafter
acquired, the Trust Fund, the Supplemental Interest Trust and all proceeds
of
any and all property constituting the Trust Fund and the Supplemental Interest
Trust to secure payment of the Certificates or Lower Tier REMIC 1 Uncertificated
Regular Interests, as applicable (such security interest being, to the
extent of
the assets that constitute the Supplemental Interest Trust, pari
passu
with the
security interest as provided in clause (4) below); (3) this Agreement
shall
constitute a security agreement under applicable law; and (4) the Swap
Counterparty shall be deemed, during the term of such agreement and while
such
agreement is the property of the Trustee, to have a security interest in
all of
the assets that constitute the Supplemental Interest Trust, but only to
the
extent of such Swap Counterparty’s right to payment under the Swap Agreement
(such security interest being pari
passu
with the
security interest as provided in clause (2) above). If such conveyance
is deemed
to be in respect of a loan and the trust created by this Agreement terminates
prior to the satisfaction of the claims of any Person holding any Certificate
or
Lower Tier REMIC 1 Uncertificated Regular Interests, as applicable, the
security
interest created hereby shall continue in full force and effect and the
Trustee
shall be deemed to be the collateral agent for the benefit of such Person,
and
all proceeds shall be distributed as herein provided.
(b)
The
Depositor shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement
were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be
a
perfected security interest of first priority under applicable law and
shall be
maintained as such throughout the term of this Agreement. The Depositor
shall,
at its own expense, make all initial filings on or about the Closing Date
and
shall forward a copy of such filing or filings to the Trustee. Without
limiting
the generality of the foregoing, the Depositor shall prepare and forward
for
filing, or shall cause to be forwarded for filing, at the expense of the
Depositor, all filings necessary to maintain the effectiveness of any original
filings necessary under the relevant UCC to perfect the Trustee’s security
interest in or lien on the Mortgage Loans, including without limitation
(x)
continuation statements, and (y) such other statements as may be occasioned
by
(1) any change of name of the Seller, the Depositor or the Trustee, (2)
any
change of location of the jurisdiction of organization of the Seller or
the
Depositor, (3) any transfer of any interest of the Seller or the Depositor
in
any Mortgage Loan or (4) any change under the relevant UCC or other applicable
laws. Neither the Seller nor the Depositor shall organize under the law
of any
jurisdiction other than the State under which each is organized as of the
Closing Date (whether changing its jurisdiction of organization or organizing
under an additional jurisdiction) without giving 30 days prior written
notice of
such action to its immediate and intermediate transferee, including the
Trustee.
Before effecting such change, the Seller or the Depositor proposing to
change
its jurisdiction of organization shall prepare and file in the appropriate
filing office any financing statements or other statements necessary to
continue
the perfection of the interests of its immediate and intermediate transferees,
including the Trustee, in the Mortgage Loans. In connection with the
transactions contemplated by this Agreement, each of the Seller and the
Depositor authorizes its immediate or intermediate transferee to file in
any
filing office any initial financing statements, any amendments to financing
statements, any continuation statements, or any other statements or filings
described in this paragraph (b).
67
ARTICLE
III
THE
CERTIFICATES
Section
3.01. The
Certificates.
(a)
The
Certificates shall be issuable in registered form only and shall be securities
governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
Certificates will be evidenced by one or more certificates, beneficial
ownership
of which will be held in the dollar denominations in Certificate Principal
Amount, or in the Percentage Interests, specified herein. Each Class of
Book-Entry Certificates will be issued in the minimum denominations in
Certificate Principal Amount specified in the Preliminary Statement hereto
and
in integral multiples of $1 in excess thereof. The Class P and Class X
Certificates shall each be maintained in definitive, fully registered form
in
the minimum denomination specified in the Preliminary Statement hereto
and in
integral multiples of 1% in excess thereof. Each of the Class R and Class
LT-R
Certificate shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100%
of the
Percentage Interest of such Class. The Certificates may be issued in the
form of
typewritten certificates.
(b)
The
Certificates shall be executed by manual or facsimile signature on behalf
of the
Trustee by an authorized officer. Each Certificate shall, on original issue,
be
authenticated by the Trustee upon the order of the Depositor upon receipt
by the
Trustee (or the Custodian) of the Mortgage Files described in Section 2.01.
No
Certificate shall be entitled to any benefit under this Agreement, or be
valid
for any purpose, unless there appears on such Certificate a certificate
of
authentication substantially in the form provided for herein, executed
by an
authorized officer of the Trustee or the Authenticating Agent, if any,
by manual
signature, and such certification upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated
the date
of their authentication. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates
executed
by the Depositor to the Trustee or the Authenticating Agent for authentication
and the Trustee or the Authenticating Agent shall authenticate and deliver
such
Certificates as in this Agreement provided and not otherwise.
(c)
The
Class B Certificates offered and sold in reliance on the exemption from
registration under Rule 144A under the Securities Act shall be issued initially
in the form of one or more permanent global Certificates in definitive,
fully
registered form without interest coupons with the applicable legends set
forth
in Exhibit A added to the forms of such Certificates (each, a “Restricted Global
Security”), which shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for The
Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC,
duly executed and authenticated by the Trustee as hereinafter provided.
The
aggregate principal amounts of the Restricted Global Securities may from
time to
time be increased or decreased by adjustments made on the records of the
Trustee
or DTC or its nominee, as the case may be, as hereinafter provided.
68
(d)
The
Class B Certificates sold in offshore transactions in reliance on Regulation
S
shall be issued initially in the form of one or more permanent global
Certificates in definitive, fully registered form without interest coupons
with
the applicable legends set forth in Exhibit A hereto added to the forms
of such
Certificates (each, a “Regulation S Global Security”), which shall be deposited
on behalf of the subscribers for such Certificates represented thereby
with the
Trustee, as custodian for DTC and registered in the name of a nominee of
DTC,
duly executed and authenticated by the Trustee as hereinafter provided.
The
aggregate principal amounts of the Regulation S Global Securities may from
time
to time be increased or decreased by adjustments made on the records of
the
Trustee or DTC or its nominee, as the case may be, as hereinafter
provided.
(e)
The
Class B Certificates sold to an “accredited investor” under Rule 501(a)(1), (2),
(3) or (7) under the Securities Act shall be issued initially in the form
of one
or more Definitive Certificates.
Section
3.02. Registration.
The
Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
Registrar in respect of the Certificates (and, after a Section 7.01(c)
Purchase
Event, the Lower Tier REMIC 1 Uncertificated Regular Interests) and shall
maintain books for the registration and for the transfer of Certificates
(and,
after a Section 7.01(c) Purchase Event, the Lower Tier REMIC 1 Uncertificated
Regular Interests) (the “Certificate Register”). The Trustee may appoint a bank
or trust company to act as Certificate Registrar. A registration book shall
be
maintained for the Certificates (and Lower Tier REMIC 1 Uncertificated
Regular
Interests, as the case may be) collectively. The Certificate Registrar
may
resign or be discharged or removed and a new successor may be appointed
in
accordance with the procedures and requirements set forth in Sections 6.06
and
6.07 hereof with respect to the resignation, discharge or removal of the
Trustee
and the appointment of a successor Trustee. The Certificate Registrar may
appoint, by a written instrument delivered to the Holders, any NIMS Insurer
and
the Master Servicer, any bank or trust company to act as co-registrar under
such
conditions as the Certificate Registrar may prescribe; provided,
however,
that the
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment.
Upon
the
occurrence of a Section 7.01(c) Purchase Event, the Master Servicer shall
provide the Trustee with written notice of the identity of any transferee
of the
Master Servicer’s interest in the Lower Tier REMIC 1 Uncertificated Regular
Interests, which notice shall contain a certification that such transferee
is a
permitted LTURI-holder hereunder. The Lower Tier REMIC 1 Uncertificated
Regular
Interests may only be transferred in whole and not in part to no more than
one
LTURI-holder at a time who is either (1) an affiliate of the Master Servicer
or
(2) a trustee of a privately placed securitization. The Trustee and the
Depositor shall treat the Person in whose name the Lower Tier REMIC 1
Uncertificated Regular Interests are registered on the books of the Certificate
Registrar as the LTURI-holder for all purposes hereunder.
69
Section
3.03. Transfer
and Exchange of Certificates.
(a)
A
Certificate (other than a Book-Entry Certificate which shall be subject
to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the Certificate
Registrar duly endorsed or accompanied by an assignment duly executed by
such
Holder or his duly authorized attorney in such form as shall be satisfactory
to
the Certificate Registrar. Upon the transfer of any Certificate in accordance
with the preceding sentence, the Trustee shall execute, and the Trustee
or any
Authenticating Agent shall authenticate and deliver to the transferee,
one or
more new Certificates of the same Class and evidencing, in the aggregate,
the
same aggregate Certificate Principal Amount or Percentage Interest as the
Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but
the
Certificate Registrar may require payment of a sum sufficient to cover
any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.
(b)
A
Certificate may be exchanged by the