FINANCIAL ASSET SECURITIES CORP., Depositor OPTION ONE MORTGAGE CORPORATION Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2006 Soundview Home Loan Trust 2006-OPT4 Asset-Backed...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
OPTION
ONE MORTGAGE CORPORATION
Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of May 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-OPT4
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms
SECTION
1.02 Accounting
SECTION
1.03 Allocation
of Certain Interest Shortfalls
SECTION
1.04 Rights
of
the NIMS Insurer.
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION
2.01 Conveyance
of Mortgage Loans
SECTION
2.02 Acceptance
by Trustee
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Originator
SECTION
2.04 Intentionally
Omitted
SECTION
2.05 Representations,
Warranties and Covenants of the Servicer
SECTION
2.06 Representations
and Warranties of the Depositor
SECTION
2.07 Issuance
of Certificates
SECTION
2.08 [Reserved]
SECTION
2.09 Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the Trustee;
Conveyance of REMIC 1 Regular Interests, Class C Interest and Class P Interest;
Issuance of Certificates
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION
3.01 Servicer
to Act as Servicer
SECTION
3.02 Sub-Servicing
Agreements Between Servicer and Sub-Servicers
SECTION
3.03 Successor
Sub-Servicers
SECTION
3.04 Liability
of the Servicer
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee
or Certificateholders
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements by Trustee
SECTION
3.07 Collection
of Certain Mortgage Loan Payments
SECTION
3.08 Sub-Servicing
Accounts
SECTION
3.09 Collection
of Taxes, Assessments and Similar Items; Escrow Accounts
SECTION
3.10 Collection
Account and Distribution Account
SECTION
3.11 Withdrawals
from the Collection Account and Distribution Account
SECTION
3.12 Investment
of Funds in the Collection Account and the Distribution Account
SECTION
3.13 [Reserved]
SECTION
3.14 Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity Coverage
SECTION
3.15 Enforcement
of Due-On-Sale Clauses; Assumption Agreements
SECTION
3.16 Realization
Upon Defaulted Mortgage Loans
SECTION
3.17 Trustee
to Cooperate; Release of Mortgage Files
SECTION
3.18 Servicing
Compensation
SECTION
3.19 Reports
to the Trustee; Collection Account Statements
SECTION
3.20 Statement
as to Compliance
SECTION
3.21 Assessments
of Compliance and Attestation Reports
SECTION
3.22 Access
to
Certain Documentation; Filing of Reports by Trustee
SECTION
3.23 Title,
Management and Disposition of REO Property
SECTION
3.24 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls
SECTION
3.25 [Reserved]
SECTION
3.26 Obligations
of the Servicer in Respect of Mortgage Rates and Monthly Payments
SECTION
3.27 Solicitations
SECTION
3.28 [Reserved]
SECTION
3.29 Advance
Facility
SECTION
3.30 Pool
Policy
ARTICLE
IV
FLOW OF
FUNDS
SECTION
4.01 Distributions
SECTION
4.02 [Reserved]
SECTION
4.03 Statements
SECTION
4.04 Remittance
Reports; Advances
SECTION
4.05 Swap
Account
SECTION
4.06 Tax
Treatment of Swap Payments and Swap Termination Payments
SECTION
4.07 Commission
Reporting
SECTION
4.08 Net
WAC
Rate Carryover Reserve Account
SECTION
4.09 Distributions
on the REMIC Regular Interests
SECTION
4.10 Allocation
of Realized Losses
ARTICLE
V
THE
CERTIFICATES
SECTION
5.01 The
Certificates
SECTION
5.02 Registration
of Transfer and Exchange of Certificates
SECTION
5.03 Mutilated,
Destroyed, Lost or Stolen Certificates
SECTION
5.04 Persons
Deemed Owners
SECTION
5.05 Appointment
of Paying Agent
ARTICLE
VI
THE
SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION
6.01 Liability
of the Servicer and the Depositor
SECTION
6.02 Merger
or
Consolidation of, or Assumption of the Obligations of, the Servicer or the
Depositor
SECTION
6.03 Limitation
on Liability of the Servicer and Others
SECTION
6.04 Servicer
Not to Resign
SECTION
6.05 Delegation
of Duties
SECTION
6.06 [Reserved]
SECTION
6.07 Inspection
SECTION
6.08 Credit
Risk Manager
ARTICLE
VII
DEFAULT
SECTION
7.01 Servicer
Events of Termination
SECTION
7.02 Trustee
to Act; Appointment of Successor
SECTION
7.03 Waiver
of
Defaults
SECTION
7.04 Notification
to Certificateholders
SECTION
7.05 Survivability
of Servicer Liabilities
ARTICLE
VIII
THE
TRUSTEE
SECTION
8.01 Duties
of
Trustee
SECTION
8.02 Certain
Matters Affecting the Trustee
SECTION
8.03 Trustee
Not Liable for Certificates or Mortgage Loans
SECTION
8.04 Trustee
May Own Certificates
SECTION
8.05 Trustee
Compensation, Custodial Fee and Expenses
SECTION
8.06 Eligibility
Requirements for Trustee
SECTION
8.07 Resignation
or Removal of Trustee
SECTION
8.08 Successor
Trustee
SECTION
8.09 Merger
or
Consolidation of Trustee
SECTION
8.10 Appointment
of Co-Trustee or Separate Trustee
SECTION
8.11 Limitation
of Liability
SECTION
8.12 Trustee
May Enforce Claims Without Possession of Certificates
SECTION
8.13 Suits
for
Enforcement
SECTION
8.14 Waiver
of
Bond Requirement
SECTION
8.15 Waiver
of
Inventory, Accounting and Appraisal Requirement
SECTION
8.16 Appointment
of the Custodian
ARTICLE
IX
REMIC
ADMINISTRATION
SECTION
9.01 REMIC
Administration
SECTION
9.02 Prohibited
Transactions and Activities
SECTION
9.03 Indemnification
with Respect to Certain Taxes and Loss of REMIC Status
ARTICLE
X
TERMINATION
SECTION
10.01 Termination
SECTION
10.02 Additional
Termination Requirements
ARTICLE
XI
MISCELLANEOUS PROVISIONS
SECTION
11.01 Amendment
SECTION
11.02 Recordation
of Agreement; Counterparts
SECTION
11.03 Limitation
on Rights of Certificateholders
SECTION
11.04 Governing
Law; Jurisdiction
SECTION
11.05 Notices
SECTION
11.06 Severability
of Provisions
SECTION
11.07 Article
and Section References
SECTION
11.08 Notice
to
the Rating Agencies, the Swap Provider and the NIMS Insurer
SECTION
11.09 Further
Assurances
SECTION
11.10 Third
Party Rights
SECTION
11.11 Benefits
of Agreement
SECTION
11.12 Acts
of
Certificateholders
SECTION
11.13 Intention
of the Parties and Interpretation
Exhibits:
|
Exhibit
A-1
|
Form
of Class I-A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class II-A-1 Certificates
|
|
Exhibit
A-3
|
Form
of Class II-A-2 Certificates
|
|
Exhibit
A-4
|
Form
of Class II-A-3 Certificates
|
|
Exhibit
A-5
|
Form
of Class II-A-4 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-15
|
Form
of Class C Certificates
|
|
Exhibit
A-16
|
Form
of Class P Certificates
|
|
Exhibit
A-17
|
Form
of Class R Certificates
|
|
Exhibit
A-18
|
Form
of Class R-X Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s/Custodian’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s/Custodian’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
Form
of Custodial Agreement
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
|
Exhibit
J
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
|
Exhibit
N-1
|
Form
Certification to be Provided by the Depositor with Form
10-K
|
|
Exhibit
N-2
|
Form
Certification to be Provided to the Depositor by the
Trustee
|
|
Exhibit
N-3
|
Form
Certification to be Provided to the Depositor by the
Servicer
|
|
Exhibit
O
|
Form
of Pool Policy
|
|
Exhibit
P
|
Form
of Annual Statement as to Compliance
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
R
|
Form
of Swap Administration Agreement
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
|
Schedule
II
|
Swap
Payment Schedule
|
This
Pooling and Servicing Agreement is dated as of May 1, 2006 (the “Agreement”),
among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), OPTION
ONE MORTGAGE CORPORATION, as servicer (the “Servicer”) and DEUTSCHE BANK
NATIONAL TRUST COMPANY, as trustee and supplemental interest trust trustee
(the
“Trustee” and the “Supplemental Interest Trust Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of eighteen classes of
certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates
(vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the
Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
Certificates, (xiv) the Class M-9 Certificates, (xv) the Class C Certificates,
(xvi) the Class P Certificates, (xvii) the Class R Certificates and (xviii)
the
Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, the
Swap Account, the Serivicer Prepayment Charge Payment Amounts, the Supplemental
Interest Trust and the Interest Rate Swap Agreement) subject to this Agreement
as a REMIC for federal income tax purposes, and such segregated pool of assets
shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the
sole class of “residual interests” in REMIC 1 for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth
the
designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC
1
Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
I
|
Variable
(2)
|
$
17,496,713.97
|
June
25, 2036
|
|||||
|
I-1-A
|
Variable
(2)
|
$
5,753,132.50
|
June
25, 2036
|
|||||
|
I-1-B
|
Variable
(2)
|
$
5,753,132.50
|
June
25, 2036
|
|||||
|
I-2-A
|
Variable
(2)
|
$
7,256,463.75
|
June
25, 2036
|
|||||
|
I-2-B
|
Variable
(2)
|
$
7,256,463.75
|
June
25, 2036
|
|||||
|
I-3-A
|
Variable
(2)
|
$
9,701,115.00
|
June
25, 2036
|
|||||
|
I-3-B
|
Variable
(2)
|
$
9,701,115.00
|
June
25, 2036
|
|||||
|
I-4-A
|
Variable
(2)
|
$
10,627,846.25
|
June
25, 2036
|
|||||
|
I-4-B
|
Variable
(2)
|
$
10,627,846.25
|
June
25, 2036
|
|||||
|
I-5-A
|
Variable
(2)
|
$
11,524,808.75
|
June
25, 2036
|
|||||
|
I-5-B
|
Variable
(2)
|
$
11,524,808.75
|
June
25, 2036
|
|||||
|
I-6-A
|
Variable
(2)
|
$
12,391,703.75
|
June
25, 2036
|
|||||
|
I-6-B
|
Variable
(2)
|
$
12,391,703.75
|
June
25, 2036
|
|||||
|
I-7-A
|
Variable
(2)
|
$
13,217,382.50
|
June
25, 2036
|
|||||
|
I-7-B
|
Variable
(2)
|
$
13,217,382.50
|
June
25, 2036
|
|||||
|
I-8-A
|
Variable
(2)
|
$
13,966,521.25
|
June
25, 2036
|
|||||
|
I-8-B
|
Variable
(2)
|
$
13,966,521.25
|
June
25, 2036
|
|||||
|
I-9-A
|
Variable
(2)
|
$
14,469,140.00
|
June
25, 2036
|
|||||
|
I-9-B
|
Variable
(2)
|
$
14,469,140.00
|
June
25, 2036
|
|||||
|
I-10-A
|
Variable
(2)
|
$
14,107,172.50
|
June
25, 2036
|
|||||
|
I-10-B
|
Variable
(2)
|
$
14,107,172.50
|
June
25, 2036
|
|||||
|
I-11-A
|
Variable
(2)
|
$
13,588,531.25
|
June
25, 2036
|
|||||
|
I-11-B
|
Variable
(2)
|
$
13,588,531.25
|
June
25, 2036
|
|||||
|
I-12-A
|
Variable
(2)
|
$
13,323,730.00
|
June
25, 2036
|
|||||
|
I-12-B
|
Variable
(2)
|
$
13,323,730.00
|
June
25, 2036
|
|||||
|
I-13-A
|
Variable
(2)
|
$
12,853,521.25
|
June
25, 2036
|
|||||
|
I-13-B
|
Variable
(2)
|
$
12,853,521.25
|
June
25, 2036
|
|||||
|
I-14-A
|
Variable
(2)
|
$
12,713,747.50
|
June
25, 2036
|
|||||
|
I-14-B
|
Variable
(2)
|
$
12,713,747.50
|
June
25, 2036
|
|||||
|
I-15-A
|
Variable
(2)
|
$
14,447,738.75
|
June
25, 2036
|
|||||
|
I-15-B
|
Variable
(2)
|
$
14,447,738.75
|
June
25, 2036
|
|||||
|
I-16-A
|
Variable
(2)
|
$
13,561,303.75
|
June
25, 2036
|
|||||
|
I-16-B
|
Variable
(2)
|
$
13,561,303.75
|
June
25, 2036
|
|||||
|
I-17-A
|
Variable
(2)
|
$
12,785,518.75
|
June
25, 2036
|
|||||
|
I-17-B
|
Variable
(2)
|
$
12,785,518.75
|
June
25, 2036
|
|||||
|
I-18-A
|
Variable
(2)
|
$
11,908,905.00
|
June
25, 2036
|
|||||
|
I-18-B
|
Variable
(2)
|
$
11,908,905.00
|
June
25, 2036
|
|||||
|
I-19-A
|
Variable
(2)
|
$
10,348,202.50
|
June
25, 2036
|
|||||
|
I-19-B
|
Variable
(2)
|
$
10,348,202.50
|
June
25, 2036
|
|||||
|
I-20-A
|
Variable
(2)
|
$
11,540,486.25
|
June
25, 2036
|
|||||
|
I-20-B
|
Variable
(2)
|
$
11,540,486.25
|
June
25, 2036
|
|||||
|
I-21-A
|
Variable
(2)
|
$
19,189,106.25
|
June
25, 2036
|
|||||
|
I-21-B
|
Variable
(2)
|
$
19,189,106.25
|
June
25, 2036
|
|||||
|
I-22-A
|
Variable
(2)
|
$
18,921,380.00
|
June
25, 2036
|
|||||
|
I-22-B
|
Variable
(2)
|
$
18,921,380.00
|
June
25, 2036
|
|||||
|
I-23-A
|
Variable
(2)
|
$
16,867,867.50
|
June
25, 2036
|
|||||
|
I-23-B
|
Variable
(2)
|
$
16,867,867.50
|
June
25, 2036
|
|||||
|
I-24-A
|
Variable
(2)
|
$
14,284,730.00
|
June
25, 2036
|
|||||
|
I-24-B
|
Variable
(2)
|
$
14,284,730.00
|
June
25, 2036
|
|||||
|
I-25-A
|
Variable
(2)
|
$
8,340,720.00
|
June
25, 2036
|
|||||
|
I-25-B
|
Variable
(2)
|
$
8,340,720.00
|
June
25, 2036
|
|||||
|
I-26-A
|
Variable
(2)
|
$
6,974,502.50
|
June
25, 2036
|
|||||
|
I-26-B
|
Variable
(2)
|
$
6,974,502.50
|
June
25, 2036
|
|||||
|
I-27-A
|
Variable
(2)
|
$
6,670,391.25
|
June
25, 2036
|
|||||
|
I-27-B
|
Variable
(2)
|
$
6,670,391.25
|
June
25, 2036
|
|||||
|
I-28-A
|
Variable
(2)
|
$
6,384,757.50
|
June
25, 2036
|
|||||
|
I-28-B
|
Variable
(2)
|
$
6,384,757.50
|
June
25, 2036
|
|||||
|
I-29-A
|
Variable
(2)
|
$
6,112,287.50
|
June
25, 2036
|
|||||
|
I-29-B
|
Variable
(2)
|
$
6,112,287.50
|
June
25, 2036
|
|||||
|
I-30-A
|
Variable
(2)
|
$
5,852,255.00
|
June
25, 2036
|
|||||
|
I-30-B
|
Variable
(2)
|
$
5,852,255.00
|
June
25, 2036
|
|||||
|
I-31-A
|
Variable
(2)
|
$
5,603,773.75
|
June
25, 2036
|
|||||
|
I-31-B
|
Variable
(2)
|
$
5,603,773.75
|
June
25, 2036
|
|||||
|
I-32-A
|
Variable
(2)
|
$
5,366,286.25
|
June
25, 2036
|
|||||
|
I-32-B
|
Variable
(2)
|
$
5,366,286.25
|
June
25, 2036
|
|||||
|
I-33-A
|
Variable
(2)
|
$
5,139,355.00
|
June
25, 2036
|
|||||
|
I-33-B
|
Variable
(2)
|
$
5,139,355.00
|
June
25, 2036
|
|||||
|
I-34-A
|
Variable
(2)
|
$
4,922,025.00
|
June
25, 2036
|
|||||
|
I-34-B
|
Variable
(2)
|
$
4,922,025.00
|
June
25, 2036
|
|||||
|
I-35-A
|
Variable
(2)
|
$
4,714,528.75
|
June
25, 2036
|
|||||
|
I-35-B
|
Variable
(2)
|
$
4,714,528.75
|
June
25, 2036
|
|||||
|
I-36-A
|
Variable
(2)
|
$
4,516,440.00
|
June
25, 2036
|
|||||
|
I-36-B
|
Variable
(2)
|
$
4,516,440.00
|
June
25, 2036
|
|||||
|
I-37-A
|
Variable
(2)
|
$
4,327,101.25
|
June
25, 2036
|
|||||
|
I-37-B
|
Variable
(2)
|
$
4,327,101.25
|
June
25, 2036
|
|||||
|
I-38-A
|
Variable
(2)
|
$
4,146,092.50
|
June
25, 2036
|
|||||
|
I-38-B
|
Variable
(2)
|
$
4,146,092.50
|
June
25, 2036
|
|||||
|
I-39-A
|
Variable
(2)
|
$
3,973,048.75
|
June
25, 2036
|
|||||
|
I-39-B
|
Variable
(2)
|
$
3,973,048.75
|
June
25, 2036
|
|||||
|
I-40-A
|
Variable
(2)
|
$
3,807,596.25
|
June
25, 2036
|
|||||
|
I-40-B
|
Variable
(2)
|
$
3,807,596.25
|
June
25, 2036
|
|||||
|
I-41-A
|
Variable
(2)
|
$
3,649,391.25
|
June
25, 2036
|
|||||
|
I-41-B
|
Variable
(2)
|
$
3,649,391.25
|
June
25, 2036
|
|||||
|
I-42-A
|
Variable
(2)
|
$
3,498,125.00
|
June
25, 2036
|
|||||
|
I-42-B
|
Variable
(2)
|
$
3,498,125.00
|
June
25, 2036
|
|||||
|
I-43-A
|
Variable
(2)
|
$
3,353,476.25
|
June
25, 2036
|
|||||
|
I-43-B
|
Variable
(2)
|
$
3,353,476.25
|
June
25, 2036
|
|||||
|
I-44-A
|
Variable
(2)
|
$
3,215,138.75
|
June
25, 2036
|
|||||
|
I-44-B
|
Variable
(2)
|
$
3,215,138.75
|
June
25, 2036
|
|||||
|
I-45-A
|
Variable
(2)
|
$
3,082,832.50
|
June
25, 2036
|
|||||
|
I-45-B
|
Variable
(2)
|
$
3,082,832.50
|
June
25, 2036
|
|||||
|
I-46-A
|
Variable
(2)
|
$
2,956,283.75
|
June
25, 2036
|
|||||
|
I-46-B
|
Variable
(2)
|
$
2,956,283.75
|
June
25, 2036
|
|||||
|
I-47-A
|
Variable
(2)
|
$
2,835,231.25
|
June
25, 2036
|
|||||
|
I-47-B
|
Variable
(2)
|
$
2,835,231.25
|
June
25, 2036
|
|||||
|
I-48-A
|
Variable
(2)
|
$
2,719,432.50
|
June
25, 2036
|
|||||
|
I-48-B
|
Variable
(2)
|
$
2,719,432.50
|
June
25, 2036
|
|||||
|
I-49-A
|
Variable
(2)
|
$
2,608,693.75
|
June
25, 2036
|
|||||
|
I-49-B
|
Variable
(2)
|
$
2,608,693.75
|
June
25, 2036
|
|||||
|
I-50-A
|
Variable
(2)
|
$
2,502,832.50
|
June
25, 2036
|
|||||
|
I-50-B
|
Variable
(2)
|
$
2,502,832.50
|
June
25, 2036
|
|||||
|
I-51-A
|
Variable
(2)
|
$
2,401,787.50
|
June
25, 2036
|
|||||
|
I-51-B
|
Variable
(2)
|
$
2,401,787.50
|
June
25, 2036
|
|||||
|
I-52-A
|
Variable
(2)
|
$
2,305,307.50
|
June
25, 2036
|
|||||
|
I-52-B
|
Variable
(2)
|
$
2,305,307.50
|
June
25, 2036
|
|||||
|
I-53-A
|
Variable
(2)
|
$
2,212,431.25
|
June
25, 2036
|
|||||
|
I-53-B
|
Variable
(2)
|
$
2,212,431.25
|
June
25, 2036
|
|||||
|
I-54-A
|
Variable
(2)
|
$
2,123,461.25
|
June
25, 2036
|
|||||
|
I-54-B
|
Variable
(2)
|
$
2,123,461.25
|
June
25, 2036
|
|||||
|
I-55-A
|
Variable
(2)
|
$
2,038,327.50
|
June
25, 2036
|
|||||
|
I-55-B
|
Variable
(2)
|
$
2,038,327.50
|
June
25, 2036
|
|||||
|
I-56-A
|
Variable
(2)
|
$
1,957,076.25
|
June
25, 2036
|
|||||
|
I-56-B
|
Variable
(2)
|
$
1,957,076.25
|
June
25, 2036
|
|||||
|
I-57-A
|
Variable
(2)
|
$
51,590,613.75
|
June
25, 2036
|
|||||
|
I-57-B
|
Variable
(2)
|
$
51,590,613.75
|
June
25, 2036
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal tax law. The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
LTAA
|
Variable(2)
|
$
|
979,999,932.84
|
June
25, 2036
|
|||
|
LTIA1
|
Variable(2)
|
$
|
3,212,260.00
|
June
25, 2036
|
|||
|
LTIIA1
|
Variable(2)
|
$
|
2,607,890.00
|
June
25, 2036
|
|||
|
LTIIA2
|
Variable(2)
|
$
|
757,580.00
|
June
25, 2036
|
|||
|
LTIIA3
|
Variable(2)
|
$
|
1,085,170.00
|
June
25, 2036
|
|||
|
LTIIA4
|
Variable(2)
|
$
|
377,100.00
|
June
25, 2036
|
|||
|
LTM1
|
Variable(2)
|
$
|
725,000.00
|
June
25, 2036
|
|||
|
LTM2
|
Variable(2)
|
$
|
215,000.00
|
June
25, 2036
|
|||
|
LTM3
|
Variable(2)
|
$
|
185,000.00
|
June
25, 2036
|
|||
|
LTM4
|
Variable(2)
|
$
|
175,000.00
|
June
25, 2036
|
|||
|
LTM5
|
Variable(2)
|
$
|
175,000.00
|
June
25, 2036
|
|||
|
LTM6
|
Variable(2)
|
$
|
120,000.00
|
June
25, 2036
|
|||
|
LTM7
|
Variable(2)
|
$
|
100,000.00
|
June
25, 2036
|
|||
|
LTM8
|
Variable(2)
|
$
|
70,000.00
|
June
25, 2036
|
|||
|
LTM9
|
Variable(2)
|
$
|
95,000.00
|
June
25, 2036
|
|||
|
LTZZ
|
Variable(2)
|
$
|
10,099,998.63
|
June
25, 2036
|
|||
|
LTP
|
Variable(2)
|
$
|
100.00
|
June
25, 2036
|
|||
|
LTIO
|
Variable(2)
|
(3)
|
June
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(3) REMIC
2
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3 created hereunder:
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
I-A-1
|
$
|
321,226,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
II-A-1
|
$
|
260,789,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
II-A-2
|
$
|
75,758,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
II-A-3
|
$
|
108,517,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
II-A-4
|
$
|
37,710,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-1
|
$
|
72,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-2
|
$
|
21,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-3
|
$
|
18,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-4
|
$
|
17,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-5
|
$
|
17,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-6
|
$
|
12,000,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-7
|
$
|
10,000,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-8
|
$
|
7,000,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
M-9
|
$
|
9,500,000.00
|
Variable(2)
|
June
25, 2036
|
|||
|
Class
C Interest
|
$
|
9,999,931.47
|
Variable(4)
|
June
25, 2036
|
|||
|
Class
P Interest
|
$
|
100.00
|
Variable(5)
|
June
25, 2036
|
|||
|
Class
IO Interest
|
(6)
|
(7)
|
June
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) Subject
to increase and limitation as set forth in the definition of “Pass-Through Rate”
herein.
(4) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate of the Uncertificated Principal Balance of the REMIC
2
Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(5) The
Class
P Interest will not accrue interest.
(6) For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 2 Regular Interest LTIO.
(7) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest LTIO.
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate
,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 4 created hereunder:
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
C
|
$
9,999,931.47
|
Variable(2)
|
June
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 5 created hereunder:
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P
|
$ 100.00
|
Variable(2)
|
June
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated REMIC 6 Regular Interest, which will be
uncertificated.
|
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
SWAP
IO
|
N/A
|
Variable(2)
|
June
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
6
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms.
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Floating Rate Certificates shall be made on the
basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the Class C Certificates, the Class IO Interest, the
REMIC 1 Regular Interests, the REMIC 2 Regular Interests and all other
calculations of interest described herein shall be made on the basis of a
360-day year consisting of twelve 30-day months. The Class P Certificates and
the Residual Certificates are not entitled to distributions in respect of
interest and, accordingly, will not accrue interest.
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Either of the Collection Account or Distribution Account.
“Accrual
Period”: With respect to the Class C Certificates and each Distribution Date,
the calendar month prior to the month of such Distribution Date. With respect
to
the Floating Rate Certificates and each Distribution Date, the period commencing
on the preceding Distribution Date (or in the case of the first such Accrual
Period, commencing on the Closing Date) and ending on the day preceding the
current Distribution Date.
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in respect
thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate, (ii) the Custodial Fee Rate and
(iii) the Credit Risk Manager Fee Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate, (ii) the Custodial Fee Rate and
(iii) the Credit Risk Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.04.
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Trustee”: As defined in Section 3.29 hereof.
“Advancing
Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount equal
to the increase in the related Certificate Principal Balance due to the receipt
of Subsequent Recoveries.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
the
Mortgage Loans on or prior to the related Determination Date, (b) Net
Liquidation Proceeds, Insurance Proceeds (including those received with respect
to the Pool Policy), Subsequent Recoveries, Principal Prepayments, proceeds
from
repurchases of and substitutions for such Mortgage Loans and other unscheduled
recoveries of principal and interest in respect of the Mortgage Loans received
during the related Prepayment Period, (c) the aggregate of any amounts received
in respect of a related REO Property withdrawn from any REO Account and
deposited in the Collection Account for such Distribution Date, (d) the
aggregate of any amounts deposited in the Collection Account by the Servicer
in
respect of related Prepayment Interest Shortfalls for such Distribution Date,
(e) the aggregate of any Advances made by the Servicer for such Distribution
Date in respect of the Mortgage Loans, (f) the aggregate of any related advances
made by the Trustee in respect of the Mortgage Loans for such Distribution
Date
pursuant to Section 7.02 and (g) the amount of any Prepayment Charges collected
by the Servicer in connection with the full or partial prepayment of any of
the
Mortgage Loans and any Servicer Prepayment Charge Payment Amount over (ii)
the
sum of (a) amounts reimbursable or payable to the Servicer pursuant to Section
3.11(a) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in
the
Collection Account or the Distribution Account pursuant to clauses (a) through
(g) above, as the case may be, in error, (c) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount, (d) the fees of the Custodian payable from the Distribution
Account pursuant to Section 8.05, (e) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 8.05 and (f) any
Net
Swap Payment or Swap Termination Payment owed to the Swap Provider (other than
any Swap Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Base
Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of
(i) LIBOR plus (ii) the related Certificate Margin.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Class A and
Mezzanine Certificates shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of Florida, the State
of New York, the State of Texas, the State of California, the Commonwealth
of
Pennsylvania, or in the city in which the Corporate Trust Office of the Trustee
is located are authorized or obligated by law or executive order to be
closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose hereof and,
solely for the purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Servicer or any
Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
to
which it is entitled shall not be taken into account in determining whether
the
requisite percentage of Voting Rights necessary to effect any such consent
has
been obtained, except as otherwise provided in Section 11.01. The Trustee and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee and the NIMS
Insurer shall be required to recognize as a “Holder” or “Certificateholder” only
the Person in whose name a Certificate is registered in the Certificate
Register.
“Certificate
Margin”: With respect to each Class of Floating Rate Certificates and for
purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
Deferral Amount, the specified REMIC 2 Regular Interest, as
follows:
|
Class
|
REMIC
2
Regular
Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.1500%
|
0.3000%
|
|
XX-X-0
|
XXXXX0
|
0.0300%
|
0.0600%
|
|
XX-X-0
|
XXXXX0
|
0.0900%
|
0.1800%
|
|
XX-X-0
|
XXXXX0
|
0.1500%
|
0.3000%
|
|
XX-X-0
|
XXXXX0
|
0.2300%
|
0.4600%
|
|
M-1
|
LTM1
|
0.2800%
|
0.4200%
|
|
M-2
|
LTM2
|
0.3100%
|
0.4650%
|
|
M-3
|
LTM3
|
0.3600%
|
0.5400%
|
|
M-4
|
LTM4
|
0.3900%
|
0.5850%
|
|
M-5
|
LTM5
|
0.4600%
|
0.6900%
|
|
M-6
|
LTM6
|
0.9000%
|
1.3500%
|
|
M-7
|
LTM7
|
1.2000%
|
1.8000%
|
|
M-8
|
LTM8
|
2.0000%
|
3.0000%
|
|
M-9
|
LTM9
|
2.5000%
|
3.7500%
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”.
As defined in Section 3.22(b)(ii).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.
“Class
C
Certificates”: Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-15, representing (i) a Regular Interest in
REMIC 4, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“Class
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a REMIC Regular
Interest in REMIC 3.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1/M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
of the Class M-1 Certificates and the Class M-2 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 79.60%
and (ii) the Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date) and (iv) the Certificate Principal Balance of the Class
M-3 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 83.30% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the related Overcollateralization Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date) (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 86.80% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date), (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 90.30% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date), (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 92.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date), (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 94.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date), (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 96.10% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class
M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-1/M-2 Principal Distribution Amount
on
such Distribution Date), (iv) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 98.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
P
Certificate”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-16, representing a Regular Interest in REMIC
5.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-17 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-18 and evidencing the ownership of the Class
R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: May 26, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
Trust Company, as Trustee, in trust for registered Holders of Soundview Home
Loan Trust 2006-OPT4, Asset-Backed Certificates, Series 2006-OPT4,” which must
be an Eligible Account.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, XX
00000-0000, Attention: Trust Administration- GC06O4, or at such other address
as
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor, the Servicer and the Originator.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIA2
|
Class
II-A-2
|
|
LTIIA3
|
Class
II-A-3
|
|
LTIIA4
|
Class
II-A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTP
|
Class
P
|
“Credit
Risk Management Agreement”: The Credit Risk Management Agreement, dated May 26,
2006, between the Servicer and the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, its successors and assigns.
“Credit
Risk Manager Fee”: for
any
Distribution Date is the premium payable to the Credit Risk Manager at the
Credit Risk Manager Fee Rate on the then current aggregate principal balance
of
the Mortgage Loans.
“Credit
Risk Manager Fee Rate”: for any Distribution Date is 0.0125% per
annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodial
Agreement”: The Custodial Agreement, dated as of May 1, 2006, among the
Custodian, the Trustee and the Servicer.
“Custodian”:
Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, or any successor
thereto, pursuant to the Custodial Agreement.
“Custodial
Fee”: The amount payable to the Custodian on each Distribution Date as
compensation for all services rendered by it under the Custodial Agreement
which
amount shall equal one twelfth of the product of (i) the Custodial Fee Rate
(without regard to the words “per annum”), multiplied by (ii) the aggregate
Principal Balance of the Mortgage Loans (after giving effect to scheduled
payments of principal due during the Due Period relating to the previous
Distribution Date, to the extent received or advanced and prepayments collected
during the Prepayment Period relating to the previous Distribution
Date).
“Custodial
Fee Rate”: for any Distribution Date is 0.0050% per annum.
“Cut-off
Date”: With respect to each Mortgage Loan, May 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
have occurred with respect to the Certificates on a Distribution Date if the
Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
18.00%.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) by (y) the aggregate Stated Principal
Balance of the Mortgage Loans, in each case, as of the last day of the previous
calendar month.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by the REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are subject to tax
and, a majority of its board of directors is not selected by a governmental
unit. The term “United States”, “state” and “international organizations” shall
have the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Soundview Home Loan Trust 2006-OPT4, Asset-Backed
Certificates, Series 2006-OPT4” and which must be an Eligible
Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in June 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1+ by S&P,
F-1 by Fitch and P-1 by Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured
by
the FDIC up to the insured amount, (iii) a trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution, national banking association or trust company acting in its
fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee
and
the NIMS Insurer. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Class A and Mezzanine
Certificates and any Distribution Date, the excess, if any, of the sum of (i)
the Overcollateralized Amount for such Distribution Date, assuming that 100%
of
the Principal Remittance Amount is applied as a principal payment on such
Distribution Date and (ii) any amounts received under the Interest Rate Swap
Agreement for such purpose over (iii) the Overcollateralization Target Amount
for such Distribution Date.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount payable on the Class
C
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.08 and
(y)
the Overcollateralization Deficiency Amount for such Distribution
Date.
“Xxxxxx
Xxx”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Originator
or the Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c)
or Section 10.01), a determination made by the Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Mortgage Loan”: A first lien or second lien Mortgage Loan which provides for a
fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage Loans
are identified as such on the Mortgage Loan Schedule.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: Any Class A Certificate or Mezzanine
Certificate.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) a notional amount equal to the lesser of
(a)
the related Base Calculation Amount (as
defined in the Interest Rate Swap Agreement)
and (b)
1/250 multiplied by the aggregate Certificate Principal Balance of the Floating
Rate Certificates for such Distribution Date, (iii) 250 and (iv) a fraction,
the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment Date (or,
for the first Floating Rate Payer Payment Date, the actual number of days
elapsed from the Closing Date to but excluding the first Floating Rate Payer
Payment Date), and the denominator of which is 360.
“Formula
Rate”: For any Distribution Date and any Class of the Floating Rate
Certificates, the lesser of (i) the Base Rate and (ii) the Maximum Cap
Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group I Allocation
Percentage.
“Group
I
Certificates”: The Class I-A-1 Certificates.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance at origination that conforms to Xxxxxx Xxx and Xxxxxxx Mac loan limits.
The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
Date is equal to $399,534,521.12.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Basic Principal Distribution Amount for such Distribution
Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date multiplied by (b) the Group I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group I Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion of
all
full Principal Prepayments of the Group I Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received during the prior calendar month with respect
to
the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
the Collection Account during the prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month with respect to the Group I Mortgage
Loans and (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01, that portion of the Termination Price,
in
respect of principal on the Group I Mortgage Loans.
“Group
I
Senior Principal Distribution Amount”: The excess of (x) the Certificate
Principal Balance of the Group I Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 60.80% and
(ii)
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the related Overcollateralization
Floor.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group II Allocation
Percentage.
“Group
II
Certificates”: Any Class II-A-1 Certificate, Class II-A-2 Certificate, Class
II-A-3 Certificate or Class II-A-4 Certificate.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
Principal Balance at origination that may or may not conform to Xxxxxx Mae
and
Xxxxxxx Mac loan limits. The aggregate principal balance of the Group II
Mortgage Loans as of the Cut-off Date is equal to $600,465,510.35.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group II Basic Principal Distribution Amount for such Distribution
Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date multiplied by (b) the Group II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group II Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion of
all
full Principal Prepayments of the Group II Mortgage Loans applied by the
Servicer during the related Prepayment Period, (iii) the principal portion
of
all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during the prior calendar month
with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to
the Collection Account during the prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month with respect to the Group II Mortgage
Loans and (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01, that portion of the Termination Price,
in
respect of principal on the Group II Mortgage Loans.
“Group
II
Senior Principal Distribution Amount”: The excess of (x) the aggregate
Certificate Principal Balance of the Group II Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 60.80%
and
(ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans
as of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the
Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Highest
Priority”: As
of any
date of determination, the Class of Mezzanine Certificates then outstanding
with
a Certificate Principal Balance greater than zero, with the highest priority
for
payments pursuant to Section 4.01, in the following order of decreasing
priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates (or any
portion thereof) which may or may not be guaranteed by the NIMS
Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (c) is not connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor or the Servicer or
any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that
is
otherwise herein contemplated to be taken by an Independent Contractor will
not
cause such REO Property to cease to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause
any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
(including the Pool Policy) covering a Mortgage Loan to the extent such proceeds
are received by the Servicer and are not to be applied to the restoration of
the
related Mortgaged Property or released to the Mortgagor in accordance with
the
procedures that the Servicer would follow in servicing mortgage loans held
for
its own account, subject to the terms and conditions of the related Mortgage
Note and Mortgage.
“Interest
Determination Date”: With respect to the Class A and Mezzanine Certificates and
each Accrual Period, the second LIBOR Business Day preceding the commencement
of
such Accrual Period.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of May 26, 2006 (together with the schedule thereto, the Master
Agreement) between the Swap Provider and the Trustee (in its capacity as
Supplemental Interest Trust Trustee).
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due Period, whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or collections of principal
and/or interest due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but delinquent on a contractual basis for
such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trustee on
the
related Interest Determination Date on the basis of the London interbank offered
rate for one-month United States dollar deposits, as such rate appears on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate
for such Interest Determination Date will be determined on the basis of the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
The Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. On such Interest Determination Date,
LIBOR for the related Accrual Period will be established by the Trustee as
follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
Notwithstanding
the foregoing, LIBOR for the Class A and Floating Rate Certificates for the
first Accrual Period will be 5.0837% per annum.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23 or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
“Loan
Group”: Either Loan Group I or Loan Group II, as the context
requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Originator certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the form
of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
Interest LTP), with the rate on each such REMIC 2 Regular Interest (other than
REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
for the Corresponding Certificate for the purpose of this calculation; and
with
the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that solely for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
which
is the actual number of days in the related Interest Accrual Period and the
denominator of which is 30.
“Maximum
Cap Rate”: For any Distribution Date and any Class of the Floating Rate
Certificates, a per annum rate (which rate shall be multiplied by a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period) equal to the sum of (i) the
weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
Loans and (ii) an amount, expressed as a percentage, equal to a fraction, the
numerator of which is equal to the Net Swap Payment made by the Swap Provider
and the denominator of which is equal to the aggregate Stated Principal Balance
of the Mortgage Loans, multiplied by 12 minus (a) an amount, expressed as a
percentage, equal to the product of (i) the Net Swap Payment, if any, paid
by
the Trust for such Distribution Date divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) 12 and (b) an amount, expressed as a
percentage, equal to the product of (x) the Swap Termination Payment, if any,
due from the Trust (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event) for such Distribution Date divided by the aggregate
Stated Principal Balance of the Mortgage Loans and (y) 12.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9
with the rate on each such REMIC 2 Regular Interest subject to a cap equal
to
the Pass-Through Rate for the related Corresponding Certificate for the purpose
of this calculation; provided, however, that for this purpose, calculations
of
the Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
to each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest
LTZZ)
shall be multiplied by a fraction, the numerator of which is the actual number
of days elapsed in the related Accrual Period and the denominator of which
is
30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate or Class M-9
Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to any Class of the Class A
Certificates, Mezzanine Certificates and Class C Certificates and any
Distribution Date, the amount of interest accrued during the related Accrual
Period at the related Pass-Through Rate on the Certificate Principal Balance
(or
Notional Amount in the case of the Class C Certificates) of such Class
immediately prior to such Distribution Date, in each case, reduced by any Net
Prepayment Interest Shortfalls, Relief Act Interest Shortfalls (allocated to
such Certificate based on its respective entitlements to interest irrespective
of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
for
such Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act; (b) without
giving effect to any extension granted or agreed to by the Servicer pursuant
to
Section 3.07; and (c) on the assumption that all other amounts, if any, due
under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of May
16, 2006, among the Originator, the Sellers and the Depositor.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 2
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule shall
be prepared by the Depositor and shall set forth the following information
with
respect to each Mortgage Loan, as applicable:
(1) the
Mortgage Loan identifying number;
(2) [reserved];
(3) the
state
and zip code of the Mortgaged Property;
|
(4)
|
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
(5) the
type
of Residential Dwelling constituting the Mortgaged Property;
(6) the
original months to maturity;
|
(7)
|
the
stated remaining months to maturity from the Cut-off Date based on
the
original amortization schedule;
|
(8) the
Loan-to-Value Ratio at origination;
(9) the
Mortgage Rate in effect immediately following the Cut-off Date;
|
(10)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
(11) the
stated maturity date;
(12) the
amount of the Monthly Payment at origination;
|
(13)
|
the
amount of the Monthly Payment due on the first Due Date after the
Cut- off
Date;
|
|
(14)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
(15) the
original principal amount of the Mortgage Loan;
|
(16)
|
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
|
(17)
|
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
(18) the
Mortgage Rate at origination;
|
(19)
|
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
(20) the
risk
grade;
(21) the
Value
of the Mortgaged Property;
(22) the
sale
price of the Mortgaged Property, if applicable;
|
(23)
|
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
|
(24) the
type
and term of the related Prepayment Charge;
|
(25)
|
with
respect to any Adjustable-Rate Mortgage Loan, the rounding code,
the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
the
next Adjustment Date and the Periodic Rate
Cap;
|
(26) the
program code;
(27) the
Loan
Group; and
(28) the
lien
priority.
The
Mortgage Loan Schedule shall set forth the following information, with respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off
Date: (1) the number of Mortgage Loans (separately identifying the number of
Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans);
(2)
the current Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
term
to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from time to time by the Servicer in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off
Date
shall refer to the related Cut-off Date for such Mortgage Loan, determined
in
accordance with the definition of Cut-off Date herein. On the Closing Date,
the
Depositor will deliver to the Servicer, as of the Cut-off Date, an electronic
copy of the Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to time
in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of a fee simple estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees or ancillary
income received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Monthly Interest Distributable Amounts for
the
Class A and Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts
for the Class A Certificates and (C) the Principal Remittance
Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Rate”: For any Distribution Date with respect to any Class of Class A or
Mezzanine Certificates, a per annum rate (which rate, in the case of the
Floating Rate Certificates, shall be multiplied by a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days elapsed
in
the related Accrual Period) equal to the weighted average of the Adjusted Net
Mortgage Rates of the Mortgage Loans, weighted based on their outstanding Stated
Principal Balances as of the first day of the calendar month preceding the
month
in which the Distribution Date occurs minus (i) an amount, expressed as a
percentage, equal to the product of (x) the Net Swap Payment, if any, paid
by
the Trust for such Distribution Date divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (y) 12 and (ii) an amount, expressed as a
percentage, equal to the product of (x) the Swap Termination Payment, if any,
due from the Trust (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event) for such Distribution Date divided by the aggregate
Stated Principal Balance of the Mortgage Loans, and (y) 12. For federal income
tax purposes, the equivalent of the foregoing shall be expressed as a per annum
rate (which rate, in the case of the Floating Rate Certificates, shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Accrual Period) equal
to the weighted average of the Uncertificated REMIC 2 Pass-Through Rates on
each
REMIC 2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted
on the basis of the Uncertificated Principal Balance of each such REMIC 1
Regular Interest.
“Net
WAC
Rate Carryover Amount”: With respect to any Class of Class A or Mezzanine
Certificates and any Distribution Date, the sum of (A) the positive excess
of
(i) the amount of interest accrued on such Class of Certificates on such
Distribution Date calculated at the related Pass-Through Rate (without regard
to
the related Net WAC Rate), over (ii) the amount of interest accrued on such
Class of Certificates at the Net WAC Rate for such Distribution Date and (B)
the
Net WAC Rate Carryover Amount for the previous Distribution Date not previously
paid, together with interest thereon at a rate equal to the related Pass-Through
Rate (without regard to the Net WAC Rate) for the most recently ended Accrual
Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 4.08.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C Certificates,
the
Class P Certificates and/or the Residual Certificates.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer, will not be ultimately recoverable from
Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC Regular
1
Interests (other than REMIC 2 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates and the Mezzanine Certificates offered
to the public pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
or by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Originator or the Depositor, as
applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the qualification of any
REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”: With respect to the Class A Certificates,
the Mezzanine Certificates, the Class C Certificates, the Class C Interest,
the
Class IO Interest, REMIC Regular Interest SWAP IO, the Class P Certificates
and
the Class P Interest, the corresponding amounts set forth opposite such Class
above in the Preliminary Statement.
“Originator”:
Option One Mortgage Corporation., or its successor in interest.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution Date).
“Overcollateralization
Floor”: With respect to the Group I Certificates, $1,997,672.61. With respect to
the Group II Certificates, $3,002,327.55. With respect to the Mezzanine
Certificates, $5,000,000.16.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date (x) prior to the Stepdown
Date, an amount equal to 1.00% of the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date and (y) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (A) 2.00% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period) after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) 0.50% of the aggregate Principal Balance of the Mortgage Loans
as of the Cut-off Date; and (z) on
or
after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Class A and
Mezzanine Certificates to zero, the Overcollateralization Target Amount shall
be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
(ii) the sum of the aggregate Certificate Principal Balance of the Class A
and
Mezzanine Certificates and the Class P Certificates as of such Distribution
Date
after giving effect to distributions to be made on such Distribution
Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
the lesser of (a) the related Formula Rate and (b) the Net WAC Rate for such
Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interests XXXX, XXXX0,
XXXXX0, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
LTM9 and LTZZ.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 2 Regular Interest LTIO.
The
REMIC
6 Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance of
the
related Class. With respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for each
such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee
or any of their respective Affiliates or for which an Affiliate of the NIMS
Insurer or Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Moody’s and the highest available rating category of Fitch
and S&P and provided that each such investment has an original maturity of
no more than 365 days; and provided further that, if the only Rating Agency
is
S&P and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such short-
term obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by
Moody’s and rated A-1+ or higher by S&P, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described
in clause (i) above and must (A) be valued daily at current market prices plus
accrued interest, (B) pursuant to such valuation, be equal, at all times, to
105% of the cash transferred by the Trustee in exchange for such collateral
and
(C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
an agent for the Trustee, in such a manner as to accomplish perfection of a
security interest in the collateral by possession of certificated
securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of such
investment;
(vi) units
of
money market funds, including those money market funds managed or advised by
the
Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by
Fitch), “Aaa” by Moody’s and “AAAm” or “AAAm-G” by S&P; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in both Loan Groups as of such date.
“Pool
Insurer”: MGIC Insurance Corporation, a Wisconsin private mortgage insurance
corporation, or any successor in interest.
“Pool
Policy”: The mortgage pool insurance policy dated the Closing Date and issued by
the Pool Insurer.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:
(viii) the
Mortgage Loan identifying number;
(ix) a
code
indicating the type of Prepayment Charge;
(x) the
state
of origination of the related Mortgage Loan;
(xi) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(xii) the
term
of the related Prepayment Charge; and
(xiii) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
The
Prepayment Charge Schedule shall be amended from time to time by the Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
Insurer.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period occurring between the first day and the 15th
day of
the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment for the number of days commencing on the
first day of the calendar month in which such Distribution Date occurs and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment in full during the portion
of the related Prepayment Period occurring from the first day of the related
Prepayment Period through the last day of the calendar month preceding the
month
in which such Distribution Date occurs, an amount equal to one-month’s interest
at the applicable Net Mortgage Rate less any payments made by the
Mortgagor.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the
16th
day of
the calendar month preceding the month in which the related Distribution Date
occurs (or, in the case of the first Distribution Date, from May 1, 2006) and
ending on the 15th
day of
the calendar month in which such Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of the Group
I Principal Remittance Amount and the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated May 16, 2006 relating to
the public offering of the Class A Certificates and the Mezzanine Certificates
(other than the Class M-9 Certificates).
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Originator or the Servicer pursuant to or as contemplated by Section 2.03,
Section 3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate
from the Originator or the Servicer to the Trustee, an amount equal to the
sum
of (i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or such other price as provided in Section 10.01), (ii) in the case of (x)
a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an Advance
by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee
in
respect of the breach or defect giving rise to the purchase obligation including
any costs and damages incurred by the Trust Fund in connection with any
violation by such loan of any predatory or abusive lending law.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan by the Originator pursuant to the terms of this Agreement and the Mortgage
Loan Purchase Agreement which must, on the date of such substitution, (i) have
an outstanding Stated Principal Balance (or in the case of a substitution of
more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated
Principal Balance), after application of all scheduled payments of principal
and
interest due during or prior to the month of substitution, not in excess of,
and
not more than 5% less than, the outstanding Stated Principal Balance of the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage
Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
less
than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a
Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage
Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (vii) [reserved], (viii)
have a remaining term to maturity not greater than (and not more than one year
less than) that of the Deleted Mortgage Loan, (ix) be current as of the date
of
substitution, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
as
of such date, (xi) have a risk grading determined by the Originator at least
equal to the risk grading assigned on the Deleted Mortgage Loan, (xii) have
been
underwritten or reunderwritten by the Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (xiii) be
a
first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
loan and (xiv) conform
to each representation and warranty assigned to the Depositor pursuant to the
Assignment Agreement. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate Stated Principal
Balance, the Mortgage Rates described in clauses (ii) through (vi) hereof shall
be satisfied for each such mortgage loan, the risk gradings described in clause
(x) hereof shall be satisfied as to each such mortgage loan, the terms described
in clause (viii) hereof shall be determined on the basis of weighted average
remaining term to maturity (provided that no such mortgage loan may have a
remaining term to maturity longer than the Deleted Mortgage Loan), the
Loan-to-Value Ratios described in clause (x) 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 (xiv) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.
“Rating
Agency or Rating Agencies”: Xxxxx’x and S&P or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee and Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to the Floating Rate Certificates, the Close of Business on
the Business Day immediately preceding the related Distribution Date; provided,
however, that following the date on which Definitive Certificates for any of
the
Floating Rate Certificates are available pursuant to Section 5.02, the Record
Date for such Certificates that are Definitive Certificates shall be the last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originator or the Servicer or any Affiliate thereof and (iii) which have
been designated as such by the Trustee after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR rate,
then any leading banks selected by the Trustee after consultation with the
Depositor which are engaged in transactions in United States dollar deposits
in
the international Eurocurrency market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
Certificates or Class P Certificates.
“Reimbursement
amount”: As defined in Section 3.29.
“Relief
Act”: The Servicemembers Civil Relief Act, as amended, or any state law
providing for similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act or any similar state or local laws, the amount
by
which (i) interest collectible on such Mortgage Loan during such Due Period
is
less than (ii) one month’s interest on the Principal Balance of such Mortgage
Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the
application of the Relief Act or such state or local laws.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and
any
proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (v) the
Collection Account, the Distribution Account (subject to the last sentence
of
this definition) and any REO Account and such assets that are deposited therein
from time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, REMIC 1 specifically excludes the Net WAC Rate Carryover Reserve
Account, the Swap Account, the Servicer Prepayment Charge Payment Amounts,
the
Interest Rate Swap Agreement, and all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off Date
and all Prepayment Charges payable in connection with Principal Prepayments
made
before the Cut-off Date.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
Interest LTM9 in each case as of such date of determination.
“REMIC
2
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9
and the denominator of which is the aggregate Uncertificated Principal Balance
of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9 and REMIC 2
Regular Interest LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 2 Regular Interest
LTIO), subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC 2 Regular
Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC
2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular Interest
LTP.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates and Class P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
3
Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and
any “regular interest” in REMIC 3 the ownership of which is represented by a
Class A Certificate or Class M Certificate.
“REMIC
4”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
4
Regular Interest”: Any “regular interest” in REMIC 4 the ownership of which is
represented by a Class C Certificate.
“REMIC
5”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
5
Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is
represented by a Class P Certificate.
“REMIC
6”: The segregated pool of assets consisting of the SWAP IO Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
Interest Class IO and the Class R-X Certificates (in respect of the Class R-6
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3
Regular Interest, REMIC 4 Regular Interest or REMIC 5 Regular
Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee and the
NIMS Insurer pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
one-month United States dollar lending rates which banks in The City of New
York
selected by the Depositor are quoting on the relevant Interest Determination
Date to the principal London offices of leading banks in the London interbank
market or (ii) in the event that the Trustee can determine no such arithmetic
mean, in the case of any Interest Determination Date after the initial Interest
Determination Date, the lowest one-month United States dollar lending rate
which
such New York banks selected by the Depositor are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, any director, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“SEC”:
Securities and Exchange Commission.
“Seller”:
Any one or all of: (i) Option One Mortgage Corporation, a California corporation
or (ii) Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option
One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust
2003-4, Option One Owner Trust 2003-5, Option One Owner Trust 2005-6, Option
One
Owner Trust 2005-7, Option One Owner Trust 2005-8 and/or Option One Owner Trust
2005-9, each a Delaware statutory trust.
“Senior
Credit Enhancement Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Mezzanine Certificates and the Class C
Certificates, and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans calculated prior to taking into account payments
of principal on the Mortgage Loans and distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount to the
Holders of the Certificates then entitled to distributions of principal on
such
Distribution Date.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Servicer”:
Option One Mortgage Corporation, or any successor servicer appointed as herein
provided, in its capacity as Servicer hereunder.
“Servicer
Certification”: As defined in Section 3.22(b) hereof.
“Servicer
Event of Termination”: One or more of the events described in
Section 7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day prior
to such Distribution Date.
“Servicing
Advance Reimbursement Amount”: As defined in Section 3.29.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Servicer in the performance of its servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of
the
REO Property, (iv) obtaining broker price opinions, (v) locating missing
Mortgage Loan documents and (vi) compliance with the obligations under Sections
3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any
foreclosure in respect of any Mortgage Loan to the extent not recovered from
the
related Mortgagor or otherwise payable under this Agreement. The Servicer shall
not be required to make any Servicing Advance that would be a Nonrecoverable
Advance.
“Servicing
Fee”: With respect to each Mortgage Loan and for any Due Period, an amount equal
to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the related Servicing Fee Rate on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.30%
per
annum for the first 10 Due Periods; 0.40% per annum for Due Periods 11 through
30; and 0.65% per annum for Due Period 31 and thereafter.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from time
to
time be amended.
“Servicing
Standard”: As defined in Section 3.01.
“Servicing
Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
Trustee in connection with the transfer of servicing from a predecessor
servicer, including, without limitation, any reasonable costs or expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of
(i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced by the
Servicer and distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date
to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class A Certificates have been reduced
to
zero and (ii) the later to occur of (x) the Distribution Date occurring in
June
2009 and (y) the first Distribution Date on which the Senior Credit Enhancement
Percentage (calculated for this purpose only after taking into account payments
of principal on the Mortgage Loans but prior to distribution of the Group I
Principal Distribution Amount and the Group II Principal Distribution Amount
to
the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 39.20%.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Recoveries”:
As
of any Distribution Date, amounts received by the Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.11) specifically
related to a Mortgage Loan that was the subject of a liquidation or an REO
Disposition prior to the related Prepayment Period that resulted in a Realized
Loss.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.05(a).
“Swap
Administration Agreement”: As defined in Section 4.05(b).
“Supplemental
Interest Trust Trustee”: Deustsche Bank National Trust Company, a national
banking association, not in its individual capacity but solely in its capacity
as supplemental interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.05. The Swap Account must be an Eligible Account.
“Swap
Administrator”: Deutsche Bank National Trust Company, a national banking
association, or any successor in interest, or any successor Swap Administrator
appointed pursuant to the Swap Administration Agreement.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amount of REMIC 6 Regular
Interest SWAP IO and the scheduled notional amount pursuant to the Swap
Administration Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: Wachovia Bank, N.A..
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trustee on behalf of each REMIC, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Three
Month Rolling Delinquency Percentage”: With respect to the Mortgage Loans and
any Distribution Date, the average for the three most recent calendar months
of
the fraction, expressed as a percentage, the numerator of which is (x) the
sum
(without duplication) of the aggregate of the Stated Principal Balances of
all
Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in bankruptcy
and
60 or more days Delinquent, (iii) in foreclosure and 60 or more days Delinquent
or (iv) REO Properties, and the denominator of which is (y) the sum of the
Stated Principal Balances of the Mortgage Loans, in the case of both (x) and
(y), as of the Close of Business on the last Business Day of each of the three
most recent calendar months.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(b) the
Delinquency
Percentage exceeds
39.20% of the Senior Credit Enhancement Percentage; or
(c) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date (the “Realized Loss
Percentage”):
|
Distribution
Date Occurring In
|
Percentage
|
|
June
2008 through May 2009
|
1.75%
for the first month, plus an additional 1/12th
of
2.20% for each month thereafter.
|
|
June
2009 through May 2010
|
3.95%
for the first month, plus an additional 1/12th
of
2.25% for each month thereafter.
|
|
June
2010 through May 2011
|
6.20%
for the first month, plus an additional 1/12th
of
1.80% for each month thereafter.
|
|
June
2011 through May 2012
|
8.00%
for the first month, plus an additional 1/12th
of
0.95% for each month thereafter.
|
|
June
2012 through May 2013
|
8.95%
for the first month, plus an additional 1/12th
of
0.05% for each month thereafter.
|
|
June
2013 and thereafter
|
9.00%
for each month.
|
“Trust”:
Soundview Home Loan Trust 2006-OPT4, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 2, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6,
distributions made to the Trust Administrator by the Swap Administrator under
the Swap Administration Agreement and the Swap Account, the right to receive
any
amounts from the Net WAC Rate Carryover Reserve Account and any Servicer
Prepayment Charge Payment Amounts.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or any
successor trustee appointed as herein provided.
“Trustee
Compensation”: The amount payable to the Trustee on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by it in
the
execution of the trust hereby created and in the exercise and performance of
any
of the powers and duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1st
through 2nd
|
I-1-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-57-A
|
|
11
|
I-10-A
through I-57-A
|
|
12
|
I-11-A
through I-57-A
|
|
13
|
I-12-A
through I-57-A
|
|
14
|
I-13-A
through I-57-A
|
|
15
|
I-14-A
through I-57-A
|
|
16
|
I-15-A
through I-57-A
|
|
17
|
I-16-A
through I-57-A
|
|
18
|
I-17-A
through I-57-A
|
|
19
|
I-18-A
through I-57-A
|
|
20
|
I-19-A
through I-57-A
|
|
21
|
I-20-A
through I-57-A
|
|
22
|
I-21-A
through I-57-A
|
|
23
|
I-22-A
through I-57-A
|
|
24
|
I-23-A
through I-57-A
|
|
25
|
I-24-A
through I-57-A
|
|
26
|
I-25-A
through I-57-A
|
|
27
|
I-26-A
through I-57-A
|
|
28
|
I-27-A
through I-57-A
|
|
29
|
I-28-A
through I-57-A
|
|
30
|
I-29-A
through I-57-A
|
|
31
|
I-30-A
through I-57-A
|
|
32
|
I-31-A
through I-57-A
|
|
33
|
I-32-A
through I-57-A
|
|
34
|
I-33-A
through I-57-A
|
|
35
|
I-34-A
through I-57-A
|
|
36
|
I-35-A
through I-57-A
|
|
37
|
I-36-A
through I-57-A
|
|
38
|
I-37-A
through I-57-A
|
|
39
|
I-38-A
through I-57-A
|
|
40
|
I-39-A
through I-57-A
|
|
41
|
I-40-A
through I-57-A
|
|
42
|
I-41-A
through I-57-A
|
|
43
|
I-42-A
through I-57-A
|
|
44
|
I-43-A
through I-57-A
|
|
45
|
I-44-A
through I-57-A
|
|
46
|
I-45-A
through I-57-A
|
|
47
|
I-46-A
through I-57-A
|
|
48
|
I-47-A
through I-57-A
|
|
49
|
I-48-A
through I-57-A
|
|
50
|
I-49-A
through I-57-A
|
|
51
|
I-50-A
through I-57-A
|
|
52
|
I-51-A
through I-57-A
|
|
53
|
I-52-A
through I-57-A
|
|
54
|
I-53-A
through I-57-A
|
|
55
|
I-54-A
through I-57-A
|
|
56
|
I-55-A
through I-57-A
|
|
57
|
I-56-A
and I-57-A
|
|
58
|
I-57-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With
respect to each REMIC Regular Interest, the amount of such REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Principal Balance of each REMIC Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balance
of
REMIC Regular Interest LTZZ shall be increased by interest deferrals as provided
in Section 4.08. With respect to the Class C Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding. The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
Uncertificated REMIC 2 Pass-Through Rate, as applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I, a per
annum rate equal to the weighted average Net Mortgage Rate of the Mortgage
Loans. With respect to each REMIC 1 Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average Net Mortgage Rate of the
Mortgage Loans multiplied by 2, subject to a maximum rate of 10.9100%. With
respect to each REMIC 1 Regular Interest ending with the designation “B”, the
greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
by the weighted average Net Mortgage Rate of the Mortgage Loans over (ii)
10.9100% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
LTZZ and REMIC 2 Regular Interest LTP, a
per
annum rate (but not less than zero) equal to the weighted average of (v) with
respect to REMIC 1 Regular Interest I, the Uncertificated REMIC 1 Pass-Through
Rate for such REMIC 1 Regular Interest for each such Distribution Date, (w)
with
respect to REMIC 1 Regular Interests ending with the designation “B”, the
weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
REMIC
1 Regular Interests, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 1 Regular Interests for each such Distribution Date and
(x) with respect to REMIC 1 Regular Interests ending with the designation “A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC 1 Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular
Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-57-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
2
|
I-1-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
3
|
I-2-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
4
|
I-3-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
5
|
I-4-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
6
|
I-5-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
7
|
I-6-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
8
|
I-7-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
9
|
I-8-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
10
|
I-9-A
through I-57-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of |