STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and CITIBANK, N.A., as Trustee TRUST AGREEMENT Dated as of October 1, 2006 LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-17
EXECUTION
COPY
STRUCTURED
ASSET SECURITIES CORPORATION,
as
Depositor,
AURORA
LOAN SERVICES LLC,
as
Master
Servicer,
and
CITIBANK,
N.A.,
as
Trustee
___________________________
Dated
as
of October 1, 2006
___________________________
XXXXXX
XS
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2006-17
TABLE
OF
CONTENTS
|
Page
|
|
|
ARTICLE
I DEFINITIONS
|
21
|
|
Section
1.01. Definitions.
|
21
|
|
Section
1.02. Calculations Respecting Mortgage Loans.
|
75
|
|
Section
1.03. Calculations Respecting Accrued Interest.
|
75
|
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
75
|
|
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
75
|
|
Section
2.02. Acceptance of Trust Fund by Trustee: Review of Documentation
for
Trust Fund.
|
79
|
|
Section
2.03. Representations and Warranties of the Depositor.
|
81
|
|
Section
2.04. Discovery of Breach.
|
83
|
|
Section
2.05. Repurchase, Purchase or Substitution of Mortgage
Loans.
|
83
|
|
Section
2.06. Grant Clause.
|
85
|
|
ARTICLE
III THE CERTIFICATES
|
86
|
|
Section
3.01. The Certificates.
|
86
|
|
Section
3.02. Registration.
|
87
|
|
Section
3.03. Transfer and Exchange of Certificates.
|
87
|
|
Section
3.04. Cancellation of Certificates.
|
91
|
|
Section
3.05. Replacement of Certificates.
|
91
|
|
Section
3.06. Persons Deemed Owners.
|
92
|
|
Section
3.07. Temporary Certificates.
|
92
|
|
Section
3.08. Appointment of Paying Agent.
|
92
|
|
Section
3.09. Book-Entry Certificates.
|
93
|
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
94
|
|
Section
4.01. Collection Account.
|
94
|
|
Section
4.02. Application of Funds in the Collection Account.
|
96
|
|
Section
4.03. Reports to Certificateholders.
|
98
|
|
Section
4.04. Certificate Account.
|
103
|
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
104
|
|
Section
5.01. Distributions Generally.
|
104
|
|
Section
5.02. Distributions from the Certificate Account.
|
105
|
|
Section
5.03. Allocation of Losses.
|
123
|
|
Section
5.04. Advances by Master Servicer, Servicers and Trustee.
|
125
|
|
Section
5.05. Compensating Interest Payments.
|
126
|
|
Section
5.06. Basis Risk Reserve Funds.
|
126
|
|
Section
5.07. The Certificate Insurance Policy.
|
127
|
|
Section
5.08. Supplemental Interest Trust.
|
130
|
|
Section
5.09. Rights of Swap Counterparty.
|
131
|
|
Section
5.10. Termination Receipts.
|
131
|
|
Section
5.11. Class X Account.
|
132
|
i
|
ARTICLE
VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT
|
133
|
|
Section
6.01. Duties of Trustee.
|
133
|
|
Section
6.02. Certain Matters Affecting the Trustee.
|
136
|
|
Section
6.03. Trustee Not Liable for Certificates.
|
138
|
|
Section
6.04. Trustee May Own Certificates.
|
138
|
|
Section
6.05. Eligibility Requirements for Trustee.
|
138
|
|
Section
6.06. Resignation and Removal of Trustee.
|
139
|
|
Section
6.07. Successor Trustee.
|
140
|
|
Section
6.08. Merger or Consolidation of Trustee.
|
140
|
|
Section
6.09. Appointment of Co-Trustee, Separate Trustee or
Custodian.
|
141
|
|
Section
6.10. Authenticating Agents.
|
142
|
|
Section
6.11. Indemnification of Trustee.
|
143
|
|
Section
6.12. Fees and Expenses of Trustee and Custodians.
|
144
|
|
Section
6.13. Collection of Monies.
|
144
|
|
Section
6.14. Events of Default; Trustee To Act; Appointment of
Successor.
|
145
|
|
Section
6.15. Additional Remedies of Trustee Upon Event of
Default.
|
149
|
|
Section
6.16. Waiver of Defaults.
|
149
|
|
Section
6.17. Notification to Holders.
|
150
|
|
Section
6.18. Directions by Certificateholders and Duties of Trustee
During Event
of Default.
|
150
|
|
Section
6.19. Action Upon Certain Failures of the Master Servicer and
Upon Event
of Default.
|
150
|
|
Section
6.20. Preparation of Tax Returns and Reports to the
Commission.
|
150
|
|
Section
6.21. Compliance with Regulation AB.
|
158
|
|
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
158
|
|
Section
7.01. Purchase of Mortgage Loans; Termination of a Mortgage Pool
or the
Trust Fund Upon Purchase or Liquidation of Mortgage Loans; Purchase
of the
Pooling REMIC 1 Regular Interests or the Pooling REMIC 2 Regular
Interests.
|
158
|
|
Section
7.02. Procedure Upon Termination of Trust Fund or Purchase of
Pooling
REMIC 1 Regular Interests or Pooling REMIC 2 Regular
Interests.
|
162
|
|
Section
7.03. Additional Requirements for any Trust Fund Termination
Event or
Purchase of the Pooling REMIC 1 Regular Interests or the Pooling
REMIC 2
Regular Interests.
|
164
|
|
Section
7.04. Optional Purchase Right of NIMS Insurer.
|
165
|
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
165
|
|
Section
8.01. Limitation on Rights of Holders.
|
165
|
|
Section
8.02. Access to List of Holders.
|
166
|
|
Section
8.03. Acts of Holders of Certificates.
|
166
|
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY
THE MASTER SERVICER
|
167
|
|
Section
9.01. Duties of the Master Servicer.
|
167
|
ii
|
Section
9.02. Master Servicer Fidelity Bond and Master Servicer Errors
and
Omissions Insurance Policy.
|
168
|
|
Section
9.03. Master Servicer’s Financial Statements and Related
Information.
|
168
|
|
Section
9.04. Power to Act; Procedures.
|
169
|
|
Section
9.05. Enforcement of Servicer’s and Master Servicer’s
Obligations.
|
171
|
|
Section
9.06. Collection of Taxes, Assessments and Similar Items.
|
172
|
|
Section
9.07. Termination of Servicing Agreements; Successor
Servicers.
|
172
|
|
Section
9.08. Master Servicer Liable for Enforcement.
|
173
|
|
Section
9.09. No Contractual Relationship Between Any Servicer and Trustee
or
Depositor.
|
174
|
|
Section
9.10. Assumption of Servicing Agreement by Trustee.
|
174
|
|
Section
9.11. Due-on-Sale Clauses; Assumption Agreements;
Easements.
|
174
|
|
Section
9.12. Release of Mortgage Files.
|
175
|
|
Section
9.13. Documents, Records and Funds in Possession of Master Servicer
To Be
Held for Trustee.
|
176
|
|
Section
9.14. Representations and Warranties of the Master
Servicer.
|
177
|
|
Section
9.15. Opinion.
|
180
|
|
Section
9.16. Standard Hazard and Flood Insurance Policies.
|
180
|
|
Section
9.17. Presentment of Claims and Collection of Proceeds.
|
180
|
|
Section
9.18. Maintenance of the Primary Mortgage Insurance
Policies.
|
181
|
|
Section
9.19. Trustee To Retain Possession of Certain Insurance Policies
and
Documents.
|
181
|
|
Section
9.20. Realization Upon Defaulted Mortgage Loans.
|
182
|
|
Section
9.21. Compensation to the Master Servicer.
|
182
|
|
Section
9.22. REO Property.
|
183
|
|
Section
9.23. [Reserved]
|
183
|
|
Section
9.24. Reports to the Trustee.
|
183
|
|
Section
9.25. Assessment of Compliance and Attestation Reports.
|
184
|
|
Section
9.26. Annual Statement of Compliance with Applicable Servicing
Criteria.
|
185
|
|
Section
9.27. Merger or Consolidation.
|
186
|
|
Section
9.28. Resignation of Master Servicer.
|
186
|
|
Section
9.29. Assignment or Delegation of Duties by the Master
Servicer.
|
187
|
|
Section
9.30. Limitation on Liability of the Master Servicer and
Others.
|
187
|
|
Section
9.31. Indemnification; Third-Party Claims.
|
188
|
|
ARTICLE
X REMIC ADMINISTRATION
|
189
|
|
Section
10.01. REMIC Administration.
[TO BE REVIEWED BY MN TAX COUNSEL]
|
189
|
|
Section
10.02. Prohibited Transactions and Activities.
|
192
|
|
Section
10.03. Indemnification with Respect to Certain Taxes and Loss
of REMIC
Status.
|
193
|
|
Section
10.04. REO Property.
|
193
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
194
|
|
Section
11.01. Binding Nature of Agreement; Assignment.
|
194
|
|
Section
11.02. Entire Agreement.
|
194
|
|
Section
11.03. Amendment.
|
194
|
iii
|
Section
11.04. Voting Rights.
|
196
|
|
Section
11.05. Provision of Information.
|
196
|
|
Section
11.06. Governing Law.
|
197
|
|
Section
11.07. Notices.
|
197
|
|
Section
11.08. Severability of Provisions.
|
197
|
|
Section
11.09. Indulgences; No Waivers.
|
198
|
|
Section
11.10. Headings Not To Affect Interpretation.
|
198
|
|
Section
11.11. Benefits of Agreement.
|
198
|
|
Section
11.12. Special Notices to the Rating Agencies and the Certificate
Insurer.
|
198
|
|
Section
11.13. Conflicts.
|
199
|
|
Section
11.14. Counterparts.
|
199
|
|
Section
11.15. Transfer of Servicing.
|
199
|
|
Section
11.16. Matters Relating to the Certificate Insurance
Policy.
|
201
|
iv
ATTACHMENTS
|
Exhibit
A
|
Forms
of Certificates
|
|
|
Exhibit
B-1
|
Form
of Initial Certification
|
|
|
Exhibit
B-2
|
Form
of Interim Certification
|
|
|
Exhibit
B-3
|
Form
of Final Certification
|
|
|
Exhibit
B-4
|
Form
of Endorsement
|
|
|
Exhibit
C
|
Request
for Release of Documents and Receipt
|
|
|
Exhibit
D-l
|
Form
of Residual Certificate Transfer Affidavit (Transferee)
|
|
|
Exhibit
D-2
|
Form
of Residual Certificate Transfer Affidavit (Transferor)
|
|
|
Exhibit
E
|
Servicing
Agreement for Aurora Loan Services LLC
|
|
|
Exhibit
F
|
Form
of Rule 144A Transfer Certificate
|
|
|
Exhibit
G
|
Form
of Purchaser’s Letter for Institutional Accredited
Investors
|
|
|
Exhibit
H
|
Form
of ERISA Transfer Affidavit
|
|
|
Exhibit
I
|
[Reserved]
|
|
|
Exhibit
J
|
[Reserved]
|
|
|
Exhibit
K
|
Custodial
Agreements for LaSalle Bank National Association, U.S. Bank National
Association, Xxxxx Fargo Bank, N.A. and Deutsche Bank National Trust
Company
|
|
|
Exhibit
L
|
[Reserved]
|
|
|
Exhibit
M
|
Form
of Back-up Certification to be Provided by the Trustee to the Depositor
|
|
|
Exhibit
N-1
|
Swap
Agreement
|
|
|
Exhibit
N-2
|
Group
1 Cap Agreement
|
|
|
Exhibit
O
|
Servicing
Criteria to be Addressed in Report on Assessment of
Compliance
|
|
|
Exhibit
P
|
Transaction
Parties
|
|
|
Exhibit
Q
|
Form
of Insurance Agreement
|
|
|
Exhibit
R
|
Form
of Certificate Guaranty Insurance Policy relating to the Class WF-3-1,
Class WF-4-1 and Class WF-6-1 Certificates
|
|
|
Schedule
A
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
v
This
TRUST AGREEMENT (“Trust Agreement”), dated as of October 1, 2006 (the
“Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a
Delaware corporation, as depositor (the “Depositor”), AURORA LOAN SERVICES LLC,
as master servicer (the “Master Servicer”), and CITIBANK, N.A., a national
banking association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by
it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the
other property constituting the Trust Fund. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the conveyance
to
the Trustee of the Mortgage Loans and the other property constituting the Trust
Fund. All covenants and agreements made by the Seller in the Mortgage Loan
Sale
Agreement and by the Depositor, the Master Servicer and the Trustee herein
with
respect to the Mortgage Loans and the other property constituting the Trust
Fund
are for the benefit of the Holders from time to time of the Certificates and
the
Certificate Insurer, and to the extent provided herein, the Swap Counterparty.
The Depositor, the Trustee and the Master Servicer are entering into this
Agreement, and the Trustee is accepting the Trust Fund created hereby, for
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
As
provided herein, the Trustee shall elect that the Trust Fund (exclusive of
(i)
the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund,
(iii) the Swap Agreement, (iv) the Supplemental Interest Trust, (v) the Group
1
Cap Agreement, (vi) the obligation to pay Class I Shortfalls, (vii) the rights
to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis
Risk Shortfalls, and (viii) the Class X Account (collectively, the “Excluded
Trust Assets”) be treated for federal income tax purposes as comprising seven
real estate mortgage investment conduits (each, a “REMIC”) in two tiered
structures. Specifically, Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier
REMIC
1, and Upper-Tier REMIC 1 shall relate to Pool 1 and Pooling REMIC 2, Lower-Tier
REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 2.
Pooling
REMIC 1 shall hold the assets of the Trust Fund related to Pool 1, other than
any Excluded Trust Assets, and shall issue several uncertificated interests
and
shall also issue the Class LT-R-1 Certificate, which is hereby designated as
the
sole residual interest in Pooling REMIC 1. Each uncertificated interest in
Pooling REMIC 1 is hereby designated as a REMIC regular interest.
Lower-Tier
REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and
shall issue several uncertificated interests. Each such interest, other than
the
LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R
Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
1.
Middle-Tier
REMIC 1 shall hold the uncertificated interests issued by Lower-Tier REMIC
1,
other than the LT1-R Interest, and shall issue several uncertificated interests.
Each such interest, other than the Class MT1-R Interest, is hereby designated
as
a REMIC regular interest. The Class MT1-R Interest is hereby designated as
the
sole residual interest in Middle-Tier REMIC 1.
Upper-Tier
REMIC 1 shall hold the uncertificated interests issued by Middle-Tier REMIC
1,
other than the Class MT1-R Interest. Each of the Offered Certificates related
to
Pool 1 represent ownership of regular interests in Upper-Tier REMIC 1. Each
of
the Offered Certificates related to Pool 1 (other than the Class 1-AIO
Certificate) also represents (i) the right to receive Basis Risk Shortfalls
or
Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls.
For federal income tax purposes, the Class 1-X Certificates represent ownership
of regular interests in Upper-Tier REMIC 1 and also represent the obligation
to
make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk
Shortfalls to the Offered Certificates related to Pool 1 to the extent payable
from Pool 1 Monthly Excess Cashflow. The Class C-X and Class S-X Certificates
shall not represent an interest in any REMIC formed hereby. The Class 1-P
Certificates represent ownership of regular interests in Upper-Tier REMIC 1.
The
Class R-1 Certificate represents ownership of the sole class of residual
interest in Upper-Tier REMIC 1 as well as ownership of the LT1-R and Class
MT1-R
Interests.
Pooling
REMIC 2 shall hold the assets of the Trust Fund related to Pool 2, other than
any Excluded Trust Assets, and shall issue several uncertificated interests
and
shall also issue the Class LT-R-2 Certificate, which is hereby designated as
the
sole residual interest in Pooling REMIC 2. Each uncertificated interest in
Pooling REMIC 2 is hereby designated as a REMIC regular interest.
Lower-Tier
REMIC 2 shall hold the uncertificated interests issued by Pooling REMIC 2 and
shall issue several uncertificated interests. Each such interest, other than
the
LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R
Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
2.
Upper-Tier
REMIC 2 shall hold the uncertificated interests issued by Lower-Tier REMIC
2,
other than the Class LT2-R Interest. Each of the Offered Certificates related
to
Pool 2 represent ownership of regular interests in Upper-Tier REMIC 2. Each
of
the Offered Certificates related to Pool 2 also represent the right to receive
Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax
purposes, the Class 2-X Certificates represent ownership of regular interests
in
Upper-Tier REMIC 2 and also represent the obligation to make payments in respect
of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered
Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess
Cashflow. The Class 2-P Certificates represent ownership of regular interests
in
Upper-Tier REMIC 2. The Class R-2 Certificate represents ownership of the sole
class of residual interest in Upper-Tier REMIC 2 as well as ownership of the
LT1-R Interest.
Pooling
REMIC 1
Pooling
REMIC 1 shall issue one uncertificated interest in respect of each Pool 1
Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
designated as a regular interest in Pooling REMIC 1 (the “Pooling REMIC 1
Regular Interests”). Pooling REMIC 1 shall also issue the Class LT-R-1
Certificate, which shall represent the sole class of residual interest in
Pooling REMIC 1. Each Pooling REMIC 1 Regular Interest shall have an initial
principal balance equal to the Scheduled Principal Balance of the Mortgage
Loan
to which it relates and shall bear interest at a per annum rate equal to the
Net
Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute
Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
distributed on such Pooling REMIC 1 Regular Interest at a rate in excess of
the
Net Mortgage Rate of the Original Mortgage Loan.
2
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
Pooling REMIC 1 all expenses of the Trust Fund related to Pool 1 (other than
any
expenses with respect to the Swap Agreement) that are deducted in computing
the
Interest Remittance Amount for such Distribution Date.
On
each
Distribution Date the Trustee shall distribute the aggregate Interest Remittance
Amount (net of expenses described in the preceding paragraph) with respect
to
each of the Lower-Tier Interests in Pooling REMIC 1 based on the above-described
interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount among the Pooling REMIC 1 Regular Interests in accordance
with
the amount of the Principal Remittance Amount attributable to the Mortgage
Loan
corresponding to each such Pooling REMIC 1 Regular Interest. All losses on
the
Mortgage Loans shall be allocated among the Pooling REMIC 1 Regular Interest
in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums related
to Pool 1 collected during the preceding Prepayment Period, in the case of
Principal Prepayments in full, or during the related Collection Period, in
the
case of Principal Prepayments in part, to the Pooling REMIC 1 Regular Interest
corresponding to the Mortgage Loan with respect to which such amounts were
received.
Lower-Tier
REMIC 1
The
following table sets forth (or describes) the designation, interest rate, and
initial principal balance for each interest in Lower-Tier REMIC 1, each of
which, other than the LT1-R Lower-Tier Interest) is hereby designated as a
regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular
Interests):
|
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|||||
|
LT1-A
|
$
|
34,404,465.96
|
(1)
|
||||
|
LT1-F1
|
$
|
16,588,664.00
|
(2)
|
||||
|
LT1-V1
|
$
|
16,588,664.00
|
(3)
|
||||
|
LT1-F2
|
$
|
16,001,277.00
|
(2)
|
||||
|
LT1-V2
|
$
|
16,001,277.00
|
(3)
|
||||
|
LT1-F3
|
$
|
15,434,674.00
|
(2)
|
||||
|
LT1-V3
|
$
|
15,434,674.00
|
(3)
|
||||
|
LT1-F4
|
$
|
15,013,471.50
|
(2)
|
||||
3
|
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|||||
|
LT1-V4
|
$
|
15,013,471.50
|
(3)
|
||||
|
LT1-F5
|
$
|
14,356,481.00
|
(2)
|
||||
|
LT1-V5
|
$
|
14,356,481.00
|
(3)
|
||||
|
LT1-F6
|
$
|
14,079,624.50
|
(2)
|
||||
|
LT1-V6
|
$
|
14,079,624.50
|
(3)
|
||||
|
LT1-F7
|
$
|
13,349,495.00
|
(2)
|
||||
|
LT1-V7
|
$
|
13,349,495.00
|
(3)
|
||||
|
LT1-F8
|
$
|
12,949,306.00
|
(2)
|
||||
|
LT1-V8
|
$
|
12,949,306.00
|
(3)
|
||||
|
LT1-F9
|
$
|
12,418,063.00
|
(2)
|
||||
|
LT1-V9
|
$
|
12,418,063.00
|
(3)
|
||||
|
LT1-F10
|
$
|
12,046,974.50
|
(2)
|
||||
|
LT1-V10
|
$
|
12,046,974.50
|
(3)
|
||||
|
LT1-F11
|
$
|
35,725,324.50
|
(2)
|
||||
|
LT1-V11
|
$
|
35,725,324.50
|
(3)
|
||||
|
LT1-F12
|
$
|
12,448,243.50
|
(2)
|
||||
|
LT1-V12
|
$
|
12,448,243.50
|
(3)
|
||||
|
LT1-F13
|
$
|
11,835,946.00
|
(2)
|
||||
|
LT1-V13
|
$
|
11,835,946.00
|
(3)
|
||||
|
LT1-F14
|
$
|
11,129,462.50
|
(2)
|
||||
|
LT1-V14
|
$
|
11,129,462.50
|
(3)
|
||||
|
LT1-F15
|
$
|
10,721,146.00
|
(2)
|
||||
|
LT1-V15
|
$
|
10,721,146.00
|
(3)
|
||||
|
LT1-F16
|
$
|
10,215,131.50
|
(2)
|
||||
|
LT1-V16
|
$
|
10,215,131.50
|
(3)
|
||||
|
LT1-F17
|
$
|
9,787,700.00
|
(2)
|
||||
|
LT1-V17
|
$
|
9,787,700.00
|
(3)
|
||||
|
LT1-F18
|
$
|
9,378,142.50
|
(2)
|
||||
|
LT1-V18
|
$
|
9,378,142.50
|
(3)
|
||||
|
LT1-F19
|
$
|
8,985,712.00
|
(2)
|
||||
|
LT1-V19
|
$
|
8,985,712.00
|
(3)
|
||||
|
LT1-F20
|
$
|
8,609,693.00
|
(2)
|
||||
|
LT1-V20
|
$
|
8,609,693.00
|
(3)
|
||||
|
LT1-F21
|
$
|
8,249,398.50
|
(2)
|
||||
|
LT1-V21
|
$
|
8,249,398.50
|
(3)
|
||||
|
LT1-F22
|
$
|
9,935,138.50
|
(2)
|
||||
|
LT1-V22
|
$
|
9,935,138.50
|
(3)
|
||||
|
LT1-F23
|
$
|
34,929,496.00
|
(2)
|
||||
|
LT1-V23
|
$
|
34,929,496.00
|
(3)
|
||||
|
LT1-F24
|
$
|
7,021,245.50
|
(2)
|
||||
|
LT1-V24
|
$
|
7,021,245.50
|
(3)
|
||||
|
LT1-F25
|
$
|
6,678,758.50
|
(2)
|
||||
|
LT1-V25
|
$
|
6,678,758.50
|
(3)
|
||||
|
LT1-F26
|
$
|
6,352,969.50
|
(2)
|
||||
4
|
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|||||
|
LT1-V26
|
$
|
6,352,969.50
|
(3)
|
||||
|
LT1-F27
|
$
|
6,043,065.00
|
(2)
|
||||
|
LT1-V27
|
$
|
6,043,065.00
|
(3)
|
||||
|
LT1-F28
|
$
|
5,748,269.50
|
(2)
|
||||
|
LT1-V28
|
$
|
5,748,269.50
|
(3)
|
||||
|
LT1-F29
|
$
|
5,467,848.50
|
(2)
|
||||
|
LT1-V29
|
$
|
5,467,848.50
|
(3)
|
||||
|
LT1-F30
|
$
|
5,201,100.50
|
(2)
|
||||
|
LT1-V30
|
$
|
5,201,100.50
|
(3)
|
||||
|
LT1-F31
|
$
|
5,357,465.00
|
(2)
|
||||
|
LT1-V31
|
$
|
5,357,465.00
|
(3)
|
||||
|
LT1-F32
|
$
|
4,931,514.50
|
(2)
|
||||
|
LT1-V32
|
$
|
4,931,514.50
|
(3)
|
||||
|
LT1-F33
|
$
|
4,546,977.00
|
(2)
|
||||
|
LT1-V33
|
$
|
4,546,977.00
|
(3)
|
||||
|
LT1-F34
|
$
|
21,370,747.00
|
(2)
|
||||
|
LT1-V34
|
$
|
21,370,747.00
|
(3)
|
||||
|
LT1-F35
|
$
|
4,222,382.00
|
(2)
|
||||
|
LT1-V35
|
$
|
4,222,382.00
|
(3)
|
||||
|
LT1-F36
|
$
|
2,975,477.50
|
(2)
|
||||
|
LT1-V36
|
$
|
2,975,477.50
|
(3)
|
||||
|
LT1-F37
|
$
|
2,830,240.50
|
(2)
|
||||
|
LT1-V37
|
$
|
2,830,240.50
|
(3)
|
||||
|
LT1-F38
|
$
|
2,692,088.00
|
(2)
|
||||
|
LT1-V38
|
$
|
2,692,088.00
|
(3)
|
||||
|
LT1-F39
|
$
|
2,560,676.00
|
(2)
|
||||
|
LT1-V39
|
$
|
2,560,676.00
|
(3)
|
||||
|
LT1-F40
|
$
|
2,435,674.50
|
(2)
|
||||
|
LT1-V40
|
$
|
2,435,674.50
|
(3)
|
||||
|
LT1-F41
|
$
|
2,316,771.50
|
(2)
|
||||
|
LT1-V41
|
$
|
2,316,771.50
|
(3)
|
||||
|
LT1-F42
|
$
|
2,203,669.50
|
(2)
|
||||
|
LT1-V42
|
$
|
2,203,669.50
|
(3)
|
||||
|
LT1-F43
|
$
|
2,096,085.50
|
(2)
|
||||
|
LT1-V43
|
$
|
2,096,085.50
|
(3)
|
||||
|
LT1-F44
|
$
|
2,014,865.50
|
(2)
|
||||
|
LT1-V44
|
$
|
2,014,865.50
|
(3)
|
||||
|
LT1-F45
|
$
|
1,895,351.50
|
(2)
|
||||
|
LT1-V45
|
$
|
1,895,351.50
|
(3)
|
||||
|
LT1-F46
|
$
|
1,802,812.00
|
(2)
|
||||
|
LT1-V46
|
$
|
1,802,812.00
|
(3)
|
||||
|
LT1-F47
|
$
|
1,714,788.00
|
(2)
|
||||
|
LT1-V47
|
$
|
1,714,788.00
|
(3)
|
||||
|
LT1-F48
|
$
|
1,631,059.50
|
(2)
|
||||
5
|
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|||||
|
LT1-V48
|
$
|
1,631,059.50
|
(3)
|
||||
|
LT1-F49
|
$
|
1,551,416.50
|
(2)
|
||||
|
LT1-V49
|
$
|
1,551,416.50
|
(3)
|
||||
|
LT1-F50
|
$
|
1,475,659.50
|
(2)
|
||||
|
LT1-V50
|
$
|
1,475,659.50
|
(3)
|
||||
|
LT1-F51
|
$
|
1,403,600.50
|
(2)
|
||||
|
LT1-V51
|
$
|
1,403,600.50
|
(3)
|
||||
|
LT1-F52
|
$
|
1,335,057.00
|
(2)
|
||||
|
LT1-V52
|
$
|
1,335,057.00
|
(3)
|
||||
|
LT1-F53
|
$
|
1,269,858.50
|
(2)
|
||||
|
LT1-V53
|
$
|
1,269,858.50
|
(3)
|
||||
|
LT1-F54
|
$
|
1,422,879.00
|
(2)
|
||||
|
LT1-V54
|
$
|
1,422,879.00
|
(3)
|
||||
|
LT1-F55
|
$
|
1,241,675.00
|
(2)
|
||||
|
LT1-V55
|
$
|
1,241,675.00
|
(3)
|
||||
|
LT1-F56
|
$
|
2,777,745.50
|
(2)
|
||||
|
LT1-V56
|
$
|
2,777,745.50
|
(3)
|
||||
|
LT1-F57
|
$
|
2,487,670.50
|
(2)
|
||||
|
LT1-V57
|
$
|
2,487,670.50
|
(3)
|
||||
|
LT1-F58
|
$
|
8,568,564.00
|
(2)
|
||||
|
LT1-V58
|
$
|
8,568,564.00
|
(3)
|
||||
|
LT1-F59
|
$
|
8,213,690.50
|
(2)
|
||||
|
LT1-V59
|
$
|
8,213,690.50
|
(3)
|
||||
|
LT1-AIO
|
(4)
|
(4)
|
|||||
|
LT1-R
|
(5)
|
(5)
|
|||||
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the LT1-A Interest shall be the Net WAC Rate for Pool 1, computed
by
reducing the Net Mortgage Rate on each Fixed Rate Mortgage Loan in
Pool 1
by 0.60% (the “Pool 1 REMIC Net WAC Rate”).
|
|
(2)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower-Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Pool 1 REMIC Net WAC Rate and (b)
2.
|
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower-Tier Interests shall be the excess, if any,
of (i)
the product of (a) the Pool 1 REMIC Net WAC Rate and (b) 2, over
(ii) the
REMIC Swap Rate for such Distribution
Date.
|
|
(4)
|
The
LT1-AIO interest is an interest-only class and does not have a principal
balance. On each Distribution Date, the LT1-AIO interest shall accrue
interest at a per annum rate of 0.60% on a notional amount equal
to the
Class Notional Amount of the Class 1-AIO
Certificates.
|
|
(5)
|
The
LT1-R interest shall not have a principal amount and shall not bear
interest. The LT1-R interest is hereby designated as the sole class
of
residual interest in Lower-Tier REMIC
1.
|
6
On
each
Distribution Date, the Trustee shall distribute the aggregate Interest
Remittance Amount for Pool 1 (net of expenses described under Pooling REMIC
1)
with respect to each of the Lower-Tier Interests in Lower-Tier REMIC 1 based
on
the above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount with respect to the Lower-Tier REMIC 1 Interests, first to
the
LT1-A Interest until its principal balance is reduced to zero, and then
sequentially, to the other Lower-Tier Interests in Lower-Tier REMIC 1 in
ascending order of their numerical designation, and, with respect to each pair
of Lower-Tier Interests having the same numerical designation, in equal amounts
to each such Lower-Tier Interest, until the principal balance of each is reduced
to zero. All losses on the Pool 1 Mortgage Loans shall be allocated among the
Lower-Tier Interests in Lower-Tier REMIC 1 in the same manner that principal
distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums related
to Pool 1 collected during the preceding Prepayment Period, in the case of
Principal Prepayments in full, or during the related Collection Period, in
the
case of Principal Prepayments in part, to the LT1-F59 and LT1-V59 Lower-Tier
Interests, respectively.
Middle-Tier
REMIC 1:
The
following table sets forth the designations, principal balances and interest
rates for each interest in Middle-Tier REMIC 1, each of which (other than the
Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier
REMIC 1 (the “Middle-Tier REMIC 1 Regular Interests”):
|
Middle-Tier
REMIC
1
Designation
|
Middle-Tier
REMIC 1
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of Certificate(s) or Components
|
|||||||
|
MT1-1A1
|
(1)
|
|
|
(3)
|
|
|
1-A1
|
|
||
|
MT1-1A2
|
|
|
(1)
|
|
|
(3)
|
|
|
1-A2
|
|
|
MT1-1A3
|
|
|
(1)
|
|
|
(3)
|
|
|
1-A3
|
|
|
MT1-1A4A
|
|
|
(1)
|
|
|
(3)
|
|
|
0-X0X
|
|
|
XX0-0X0X
|
|
|
(1)
|
|
|
(3)
|
|
|
1-A4B
|
|
|
MT1-1A5
|
|
|
(1)
|
|
|
(3)
|
|
|
1-A5
|
|
|
MT1-1M1
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M1
|
|
|
MT1-1M2
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M2
|
|
|
MT1-1M3
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M3
|
|
|
MT1-1M4
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M4
|
|
|
MT1-1M5
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M5
|
|
|
MT1-1M6
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M6
|
|
|
MT1-1M7
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M7
|
|
|
MT1-1M8
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M8
|
|
|
MT1-1M9
|
|
|
(1)
|
|
|
(3)
|
|
|
1-M9
|
|
|
MT1-Q
|
|
|
(1)
|
|
|
(4)
|
|
|
N/A
|
|
|
MT1-IO
|
|
|
(2)
|
|
|
(2)
|
|
|
N/A
|
|
|
MT1-AIO
|
|
|
(5)
|
|
|
(5)
|
|
|
|
|
|
MT1-R
|
|
|
(6)
|
|
|
(6)
|
|
|
R
|
|
7
___________________________
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Interests in Middle-Tier REMIC 1 is a per annum
rate
equal to the weighted average of the interest rates on the Lower-Tier
Interests in Lower-Tier REMIC 1 for such Distribution Date other
than any
interest-only Lower-Tier Interest, provided,
however, that
for any Distribution Date on which the Class MT1-IO Interest is entitled
to a portion of the interest accruals on a Lower-Tier Interest in
Lower-Tier REMIC 1 having an “F” in its class designation, as described in
footnote two below, such weighted average shall be computed by first
subjecting the rate on such Lower-Tier Interest in REMIC 1 to a cap
equal
to Swap LIBOR for such Distribution Date.
|
|
(2)
|
The
Class MT1-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class MT1-IO shall be entitled to interest accrued
on
the Lower-Tier Interest in Lower-Tier REMIC 1 listed in second column
in
the table below at a per annum rate equal to the excess, if any,
of (i)
the interest rate for such Lower-Tier Interest in Lower-Tier REMIC
1 for
such Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
|
Distribution
Dates
|
Lower-Tier
REMIC
1
Designation
|
|
|
2
|
LT1-F1
|
|
|
2-3
|
LT1-F2
|
|
|
2-4
|
LT1-F3
|
|
|
2-5
|
LT1-F4
|
|
|
2-6
|
LT1-F5
|
|
|
2-7
|
LT1-F6
|
|
|
2-8
|
LT1-F7
|
|
|
2-9
|
LT1-F8
|
|
|
2-10
|
LT1-F9
|
|
|
2-11
|
LT1-F10
|
|
|
2-12
|
LT1-F11
|
|
|
2-13
|
LT1-F12
|
|
|
2-14
|
LT1-F13
|
|
|
2-15
|
LT1-F14
|
|
|
2-16
|
LT1-F15
|
|
|
2-17
|
LT1-F16
|
|
|
2-18
|
LT1-F17
|
|
|
2-19
|
LT1-F18
|
|
|
2-20
|
LT1-F19
|
|
|
2-21
|
LT1-F20
|
|
|
2-22
|
LT1-F21
|
|
|
2-23
|
LT1-F22
|
|
|
2-24
|
LT1-F23
|
|
|
2-25
|
LT1-F24
|
|
|
2-26
|
LT1-F25
|
|
|
2-27
|
LT1-F26
|
|
|
2-28
|
LT1-F27
|
|
|
2-29
|
LT1-F28
|
|
|
2-30
|
LT1-F29
|
|
|
2-31
|
LT1-F30
|
|
|
2-32
|
LT1-F31
|
|
|
2-33
|
LT1-F32
|
8
|
Distribution
Dates
|
Lower-Tier
REMIC
1
Designation
|
|
|
2-34
|
LT1-F33
|
|
|
2-35
|
LT1-F34
|
|
|
2-36
|
LT1-F35
|
|
|
2-37
|
LT1-F36
|
|
|
2-38
|
LT1-F37
|
|
|
2-39
|
LT1-F38
|
|
|
2-40
|
LT1-F39
|
|
|
2-41
|
LT1-F40
|
|
|
2-42
|
LT1-F41
|
|
|
2-43
|
LT1-F42
|
|
|
2-44
|
LT1-F43
|
|
|
2-45
|
LT1-F44
|
|
|
2-46
|
LT1-F45
|
|
|
2-47
|
LT1-F46
|
|
|
2-48
|
LT1-F47
|
|
|
2-49
|
LT1-F48
|
|
|
2-50
|
LT1-F49
|
|
|
2-51
|
LT1-F50
|
|
|
2-52
|
LT1-F51
|
|
|
2-53
|
LT1-F52
|
|
|
2-54
|
LT1-F53
|
|
|
2-55
|
LT1-F54
|
|
|
2-56
|
LT1-F55
|
|
|
2-57
|
LT1-F56
|
|
|
2-58
|
LT1-F57
|
|
|
2-59
|
LT1-F58
|
|
|
2-60
|
LT1-F59
|
|
(3)
|
This
interest shall have an initial principal balance equal to one-half
of the
initial Class Principal Amount of its Corresponding Class of
Certificates.
|
|
(4)
|
This
interest shall have an initial principal balance equal to the excess
of
(i) the aggregate Pool Balance for Pool 1 as of the Cut-off Date,
over
(ii) the aggregate initial class principal amount of each other regular
interest in Middle-Tier REMIC 1.
|
|
(5)
|
On
each Distribution Date, the Class MT1-AIO interest shall be entitled
to
all distributions made with respect to the Class LT1-AIO
interest.
|
|
(6)
|
The
Class MT1-R interest is the sole class of residual interests in
Middle-Tier REMIC 1. It does not have an interest rate or a principal
balance.
|
On
each
Distribution Date, interest shall be distributed on the Lower-Tier Interests
in
Middle-Tier REMIC 1 based on the above-described interest rates,
provided,
however,
that
interest that accrues on the Class MT1-Q Interest shall be deferred in an amount
equal to one-half of the increase, if any, in the Overcollateralization Amount
for such Distribution Date. Any interest so deferred shall itself bear interest
at the interest rate for the Class MT1-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the other
interests in Middle-Tier REMIC 1 having a principal balance in the manner
described under priority (a) below.
9
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the interests in Middle-Tier REMIC 1 in the following order
of
priority:
(a) First,
to
the Class MT1-1A1, Class MT-1A2, Class MT-1A3, Class MT-1A4A, Class MT-1A4B,
Class MT1-1A5, Class MT1-M1, Class MT1-M2, Class MT1-M3, Class MT1-M4,
Class MT1-M5, Class MT1-M6, Class MT1-M7, Class MT1-M8 and Class MT1-M9
Interests until the principal balance of each such interest equals one-half
of
the Class Principal Amount of the Corresponding Class of Certificates
immediately after such Distribution Date; and
(b) Second,
to the Class MT1-Q Interests, any remaining amounts.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the LT1-F59 and LT1-V59
Lower-Tier Interests in Lower-Tier REMIC 1 on such Distribution Date to the
Class MT1-Q Interest.
Pooling
REMIC 2
Pooling
REMIC 2 shall issue one uncertificated interest in respect of each Pool 2
Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
designated as a regular interest in Pooling REMIC 2 (the “Pooling REMIC 2
Regular Interests”). Pooling REMIC 2 shall also issue the Class LT-R-2
Certificate, which shall represent the sole class of residual interest in
Pooling REMIC 2. Each Pooling REMIC 2 Regular Interest shall have an initial
principal balance equal to the Scheduled Principal Balance of the Mortgage
Loan
to which it relates and shall bear interest at a per annum rate equal to the
Net
Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute
Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
distributed on such Pooling REMIC 2 Regular Interest at a rate in excess of
the
Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
Pooling REMIC 2 all expenses of the Trust Fund that are deducted in computing
the Interest Remittance Amount for Pool 2 for such Distribution
Date.
On
each
Distribution Date the Trustee shall distribute the Interest Remittance Amount
for Pool 2 with respect to each of the Lower-Tier Interests in Pooling REMIC
2
based on the above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the Principal Remittance Amount
for Pool 2 among the Pooling REMIC 2 Regular Interests in accordance with the
amount of the Principal Remittance Amount attributable to the Mortgage Loan
corresponding to each such Pooling REMIC 2 Regular Interest. All losses on
the
Mortgage Loans shall be allocated among the Pooling REMIC 2 Regular Interest
in
the same manner that principal distributions are allocated.
10
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums with
respect to Pool 2 collected during the preceding Prepayment Period, in the
case
of Principal Prepayments in full, or during the related Collection Period,
in
the case of Principal Prepayments in part, to the Pooling REMIC 2 Regular
Interest corresponding to the Mortgage Loan with respect to which such amounts
were received.
Lower-Tier
REMIC 2
The
following table sets forth (or describes) the designation, interest rate, and
initial principal balance of each Lower-Tier Interest in Lower-Tier REMIC 2,
each of which, other than the LT2-R Lower Tier Interest) is hereby designated
as
a regular interest in Lower-Tier REMIC 2 (the “Lower-Tier REMIC 2 Regular
Interests”).
|
Designation
|
Interest
Rate
|
Initial
Principal
Amount
|
Corresponding
Class of Certificates
|
|||||||
|
XX-XX-1-1
|
(1)
|
|
|
(2)
|
|
|
WF-1-1
|
|
||
|
XX-XX-1-2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-1-2
|
|
|
XX-XX-2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-2
|
|
|
XX-XX-3-1
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-3-1
|
|
|
XX-XX-3-2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-3-2
|
|
|
XX-XX-3-3
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-3-3
|
|
|
XX-XX-4-1
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-4-1
|
|
|
XX-XX-4-2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-4-2
|
|
|
XX-XX-5
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-5
|
|
|
XX-XX-6-1
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-6-1
|
|
|
XX-XX-6-2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-6-2
|
|
|
XX-XX-M1
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M1
|
|
|
XX-XX-M2
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M2
|
|
|
XX-XX-M3
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M3
|
|
|
XX-XX-M4
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M4
|
|
|
XX-XX-M5
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M5
|
|
|
XX-XX-M6
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M6
|
|
|
XX-XX-M7
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M7
|
|
|
XX-XX-M8
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M8
|
|
|
XX-XX-M9
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M9
|
|
|
XX-XX-M10
|
|
|
(1)
|
|
|
(2)
|
|
|
WF-M10
|
|
|
LT2-Q
|
|
|
(1)
|
|
|
(3)
|
|
|
N/A
|
|
|
LT2-R
|
|
|
(4)
|
|
|
(4)
|
|
|
N/A
|
|
|
(1)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower-Tier Interests in Lower-Tier
REMIC
2 is a per annum rate equal to the weighted average of the Net Mortgage
Rates on the Mortgage Loans in Pool 2 as of the first day of the
related
Collection Period (not including for this purpose Mortgage Loans
in Pool 2
for which payments in full have been received and distributed in
the month
prior to that Distribution Date).
|
|
(2)
|
This
interest shall have an initial principal balance equal to one-half
of the
initial Class Principal Amount of its Corresponding Class of
Certificates.
|
11
|
(3)
|
This
interest shall have an initial principal balance equal to the excess
of
(i) the aggregate Pool Balance for Pool 2 as of the Cut-off Date,
over
(ii) the aggregate initial class principal amount of each other regular
interest in Lower-Tier REMIC 2.
|
|
(4)
|
The
LT2-R Interest
is
the sole Class of residual interest in Lower-Tier REMIC 2. It does
not
have an interest rate or a principal balance.
|
On
each
Distribution Date, the Trustee shall distribute the interest received from
Pooling REMIC 2 in respect of the Lower-Tier Interests in Lower-Tier REMIC
2
based on the above-described interest rates; provided,
however,
that
interest that accrues on the LT2-Q Interest shall be deferred to the extent
necessary to make the principal distributions described in paragraph (i) below
for such Distribution Date on the other classes of Lower-Tier Interests. Any
interest so deferred shall itself bear interest at the interest rate for the
LT2-Q Interest.
On
each
Distribution Date, the Trustee shall distribute the principal received from
Pooling REMIC 2 (together with an amount equal to the interest deferred on
the
LT2-Q Interest for such Distribution Date) in the following order of
priority:
|
(1)
|
First,
to the XX-XX-1-1, XX-XX-1-2, XX-XX-2, XX-XX-3-1, XX-XX-3-2, XX-XX-3-3,
XX-XX-4-1, XX-XX-4-2, XX-XX-5, XX-XX-6-1, XX-XX-6-2, XX-XX-M1, XX-XX-M2,
XX-XX-M3, XX-XX-M4, XX-XX-M5, XX-XX-M6, XX-XX-M7, XX-XX-M8, XX-XX-M9
and
XX-XX-M10 Interests until the principal balance of each such interest
equals 50% of the Class Principal Amount of the Corresponding Class
of
Certificates immediately after such Distribution
Date;
|
|
(2)
|
Second,
to the LT2-Q Interest, any remaining
amounts.
|
For
any
Distribution Date, after all distributions have been made, Realized Losses
for
Pool 2 shall be allocated among the interests in Lower-Tier REMIC 2 in the
order
of priority in which principal is distributed to such interests. Any Prepayment
Premiums with respect to Pool 2 received from Pooling REMIC 2 shall be
distributed in respect of the LT2-Q Interest.
The
Certificates
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount (or Class Notional Amount) and
minimum denomination for each Class of Certificates comprising interests in
the
Trust Fund created hereunder.
12
|
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
Amount
or
Class Notional Amount ($)
|
Minimum
Denominations
|
|||||||
|
|
|
|
|
|||||||
|
Class
1-AIO
|
(1)
|
(1)
|
$
|
100,000
|
||||||
|
Class
1-A1
|
(2)
|
$
|
269,465,000
|
$
|
25,000
|
|||||
|
Class
1-A2
|
(3)
|
$
|
127,702,000
|
$
|
25,000
|
|||||
|
Class
1-A3
|
(4)
|
$
|
50,000,000
|
$
|
25,000
|
|||||
|
Class
1-A4A
|
(5)
|
$
|
346,214,000
|
$
|
25,000
|
|||||
|
Class
1-A4B
|
(6)
|
$
|
12,452,000
|
$
|
25,000
|
|||||
|
Class
1-A5
|
(7)
|
$
|
89,549,000
|
$
|
25,000
|
|||||
|
Class
WF-1-1
|
(17)
|
$
|
117,043,000
|
$
|
25,000
|
|||||
|
Class
WF-1-2
|
(18)
|
$
|
13,004,000
|
$
|
25,000
|
|||||
|
Class
WF-2
|
(19)
|
$
|
36,508,000
|
$
|
25,000
|
|||||
|
Class
WF-3-1
|
(20)
|
$
|
14,000,000
|
$
|
25,000
|
|||||
|
Class
WF-3-2
|
(21)
|
$
|
22,699,000
|
$
|
25,000
|
|||||
|
Class
WF-3-3
|
(22)
|
$
|
2,837,000
|
$
|
25,000
|
|||||
|
Class
WF-4-1
|
(23)
|
$
|
20,943,000
|
$
|
25,000
|
|||||
|
Class
WF-4-2
|
(24)
|
$
|
29,918,000
|
$
|
25,000
|
|||||
|
Class
WF-5
|
(25)
|
$
|
21,884,000
|
$
|
25,000
|
|||||
|
Class
WF-6-1
|
(26)
|
$
|
16,000,000
|
$
|
25,000
|
|||||
|
Class
WF-6-2
|
(27)
|
$
|
15,900,000
|
$
|
25,000
|
|||||
|
Class
1-M1
|
(8)
|
$
|
15,916,000
|
$
|
100,000
|
|||||
|
Class
1-M2
|
(9)
|
$
|
12,616,000
|
$
|
100,000
|
|||||
|
Class
1-M3
|
(10)
|
$
|
7,764,000
|
$
|
100,000
|
|||||
|
Class
1-M4
|
(11)
|
$
|
4,852,000
|
$
|
100,000
|
|||||
|
Class
1-M5
|
(12)
|
$
|
4,852,000
|
$
|
100,000
|
|||||
|
Class
1-M6
|
(13)
|
$
|
4,852,000
|
$
|
100,000
|
|||||
|
Class
1-M7
|
(14)
|
$
|
6,793,000
|
$
|
100,000
|
|||||
|
Class
1-M8
|
(15)
|
$
|
4,852,000
|
$
|
100,000
|
|||||
|
Class
1-M9
|
(16)
|
$
|
7,278,000
|
$
|
100,000
|
|||||
|
Class
WF-M1
|
(28)
|
$
|
6,387,000
|
$
|
100,000
|
|||||
|
Class
WF-M2
|
(29)
|
$
|
5,869,000
|
$
|
100,000
|
|||||
|
Class
WF-M3
|
(30)
|
$
|
3,452,000
|
$
|
100,000
|
|||||
|
Class
WF-M4
|
(31)
|
$
|
3,107,000
|
$
|
100,000
|
|||||
|
Class
WF-M5
|
(32)
|
$
|
2,589,000
|
$
|
100,000
|
|||||
|
Class
WF-M6
|
(33)
|
$
|
2,244,000
|
$
|
100,000
|
|||||
|
Class
WF-M7
|
(34)
|
$
|
2,071,000
|
$
|
100,000
|
|||||
|
Class
WF-M8
|
(35)
|
$
|
1,726,000
|
$
|
100,000
|
|||||
|
Class
WF-M9
|
(36)
|
$
|
1,726,000
|
$
|
100,000
|
|||||
|
Class
WF-M10
|
(37)
|
$
|
2,762,000
|
$
|
100,000
|
|||||
|
Class
1-P
|
(38)
|
(38)
|
(45)
|
|||||||
|
Class
2-P
|
(39)
|
(39)
|
(45)
|
|||||||
|
Class
1-X
|
(40)
|
(40)
|
(45)
|
|||||||
|
Class
2-X
|
(41)
|
(41)
|
(45)
|
|||||||
|
Class
C-X
|
(42)
|
(42)
|
(45)
|
|||||||
|
Class
S-X
|
(43)
|
(43)
|
(45)
|
|||||||
|
Class
R-1
|
(44)
|
(44)
|
(45)
|
|||||||
|
Class
R-2
|
(45)
|
(45)
|
(45)
|
|||||||
|
Class
LT-R-1
|
(46)
|
(46)
|
(45)
|
|||||||
|
Class
LT-R-2
|
(47)
|
(47)
|
(45)
|
|||||||
|
Class
C
|
(48)
|
(48)
|
(45)
|
|||||||
| (1) |
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class 1-AIO Certificates is the
per annum
rate equal to 0.600%.
The Class 1-AIO Certificates will be issued without a Certificate
Principal Amount and will accrue interest on the Class Notional
Amount of
the Class 1-AIO
Certificates.
|
13
|
(2)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.080% (the “1-A1 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A1 Certificates will be LIBOR plus 0.160%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-A1 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-A1 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(3)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.170% (the “1-A2 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A2 Certificates will be LIBOR plus 0.340%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-A2 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-A2 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(4)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.250% (the “1-A3 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A3 Certificates will be LIBOR plus 0.500%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-A3 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-A3 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(5)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A4A Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.170% (the “1-A4A Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A4A Certificates will be LIBOR plus 0.340%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate
Interest Rate for the Cass 1-A4A Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the REMIC 1 Net Funds Cap were substituted for the
Pool 1
Net Funds Cap over the amount actually payable thereon shall be treated
as
having been paid to the owners of the Class 1-A4A Certificates and
then
deposited by such owners into the Supplemental Interest Trust pursuant
to
Section 10.01(n) hereof.
|
14
|
(6)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A4B Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.200% (the “1-A4B Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A4B Certificates will be LIBOR plus 0.400%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate
Interest Rate for the Cass 1-A4B Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the REMIC 1 Net Funds Cap were substituted for the
Pool 1
Net Funds Cap over the amount actually payable thereon shall be treated
as
having been paid to the owners of the Class 1-A4B Certificates and
then
deposited by such owners into the Supplemental Interest Trust pursuant
to
Section 10.01(n) hereof.
|
|
(7)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-A5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.270% (the “1-A5 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-A5 Certificates will be LIBOR plus 0.540%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-A5 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-A5 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(8)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.300% (the “1-M1 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-M1 Certificates will be LIBOR plus 0.450%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-M1 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M1 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(9)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.320% (the “1-M2 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-M2 Certificates will be LIBOR plus 0.480%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-M2 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M2 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
15
|
(10)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.340% (the “1-M3 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-M3 Certificates will be LIBOR plus 0.510%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-M3 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M3 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(11)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.400% (the “1-M4 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class 1-M4 Certificates will be LIBOR plus 0.600%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
REMIC 1
Net Funds Cap. For any Distribution Date on which the Certificate
Interest
Rate for the Cass 1-M4 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M4 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(12)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.420% (the “1-M5 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans in Pool 1 and related property are not purchased
pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the
per annum
rate calculated pursuant to clause (i) above with respect to the
Class
1-M5 Certificates will be LIBOR plus 0.630%. For purposes of the
REMIC
Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the
preceding sentence shall be deemed to be a reference to the REMIC
1 Net
Funds Cap. For any Distribution Date on which the Certificate Interest
Rate for the Cass 1-M5 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M5 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(13)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.500% (the “1-M6 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans in Pool 1 and related property are not purchased
pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the
per annum
rate calculated pursuant to clause (i) above with respect to the
Class
1-M6 Certificates will be LIBOR plus 0.750%. For purposes of the
REMIC
Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the
preceding sentence shall be deemed to be a reference to the REMIC
1 Net
Funds Cap. For any Distribution Date on which the Certificate Interest
Rate for the Cass 1-M6 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M6 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
16
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.150% (the “1-M7 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans in Pool 1 and related property are not purchased
pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the
per annum
rate calculated pursuant to clause (i) above with respect to the
Class
1-M7 Certificates will be LIBOR plus 1.725%. For purposes of the
REMIC
Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the
preceding sentence shall be deemed to be a reference to the REMIC
1 Net
Funds Cap. For any Distribution Date on which the Certificate Interest
Rate for the Cass 1-M7 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M7 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(15)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.900% (the “1-M8 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans in Pool 1 and related property are not purchased
pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the
per annum
rate calculated pursuant to clause (i) above with respect to the
Class
1-M8 Certificates will be LIBOR plus 2.850%. For purposes of the
REMIC
Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the
preceding sentence shall be deemed to be a reference to the REMIC
1 Net
Funds Cap. For any Distribution Date on which the Certificate Interest
Rate for the Cass 1-M8 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M8 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(16)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class 1-M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.900% (the “1-M9 Margin”) and
(ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans in Pool 1 and related property are not purchased
pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the
per annum
rate calculated pursuant to clause (i) above with respect to the
Class
1-M9 Certificates will be LIBOR plus 2.850%. For purposes of the
REMIC
Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the
preceding sentence shall be deemed to be a reference to the REMIC
1 Net
Funds Cap. For any Distribution Date on which the Certificate Interest
Rate for the Cass 1-M9 Certificates is based on the Pool 1 Net Funds
Cap,
the amount of interest that would have been payable on such Certificates
if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net
Funds Cap
over the amount actually payable thereon shall be treated as having
been
paid to the owners of the Class 1-M9 Certificates and then deposited
by
such owners into the Supplemental Interest Trust pursuant to Section
10.01(n) hereof.
|
|
(17)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-1-1 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.120% (the “WF-1-1 Margin”)
and (ii) the Pool 2 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-1-1 Certificates will be LIBOR plus
0.240%.
|
|
(18)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-1-2 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.140% (the “WF-1-2 Margin”)
and (ii) the Pool 2 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-1-2 Certificates will be LIBOR plus 0.280%.
|
17
|
(19)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-2 Certificates is the per
annum
rate equal to the lesser of (i) 5.510% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-1-2 Certificates will be
6.010%.
|
|
(20)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-3-1 Certificates is the
per annum
rate equal to the lesser of (i) 5.440% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-3-1 Certificates will be 5.940%.
|
|
(21)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-3-2 Certificates is the
per annum
rate equal to the lesser of (i) 5.550% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-3-2 Certificates will be
6.050%.
|
|
(22)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-3-3 Certificates is the
per annum
rate equal to the lesser of (i) 5.850% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-3-3 Certificates will be
6.350%.
|
|
(23)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-4-1 Certificates is the
per annum
rate equal to the lesser of (i) 5.730% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-4-1 Certificates will be
6.230%.
|
|
(24)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-4-2 Certificates is the
per annum
rate equal to the lesser of (i) 5.790% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-4-2 Certificates will be
6.290%.
|
|
(25)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-5 Certificates is the per
annum
rate equal to the lesser of (i) 5.950% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-5 Certificates will be
6.450%.
|
|
(26)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-6-1 Certificates is the
per annum
rate equal to the lesser of (i) 5.520% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-6-1 Certificates will be
6.020%.
|
18
|
(27)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-6-2 Certificates is the
per annum
rate equal to the lesser of (i) 5.580% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class WF-6-2 Certificates will be 6.080%.
|
|
(28)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M1 Certificates is the per
annum
rate equal to the lesser of (i) 6.090% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(29)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M2 Certificates is the per
annum
rate equal to the lesser of (i) 6.140% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(30)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M3 Certificates is the per
annum
rate equal to the lesser of (i) 6.190% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(31)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M4 Certificates is the per
annum
rate equal to the lesser of (i) 6.240% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(32)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M5 Certificates is the per
annum
rate equal to the lesser of (i) 6.290% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(33)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M6 Certificates is the per
annum
rate equal to the lesser of (i) 6.340% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(34)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M7 Certificates is the per
annum
rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(35)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M8 Certificates is the per
annum
rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(36)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M9 Certificates is the per
annum
rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(37)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class WF-M10 Certificates is the
per annum
rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date.
|
|
(38)
|
The
Class 1-P Certificates will not bear interest at a stated rate. The
Class
1-P Certificates shall have a Class 1-P Principal Amount equal to
$100 and
shall be entitled to receive all Prepayment Premiums paid with respect
to
the Mortgage Loans in Pool 1 for which the Seller has retained the
servicing rights as provided in Section
5.02(f)(viii).
|
19
|
(39)
|
The
Class 2-P Certificates will not bear interest at a stated rate. The
Class
2-P Certificates shall have a Class 2-P Principal Amount equal to
$100 and
shall be entitled to receive all Prepayment Premiums paid with respect
to
the Mortgage Loans in Pool 2 for which the Seller has retained the
servicing rights as provided in Section
5.02(g)(viii).
|
|
(40)
|
The
Class 1-X Certificates shall have an initial principal balance of
$5,343,932.96 (initial overcollateralization of $5,344,032.96 minus
$100.00 allocated to the Class 1-P Certificates to create the $100
Class
1-P Principal Amount), but shall not accrue interest on that balance.
In
addition to the right to receive ultimately the initial principal
balance,
which right represents a regular interest Upper-Tier REMIC 1, the
Class
1-X Certificate shall also comprise a notional component, which represents
a regular interest in the Upper Tier REMIC 1. Such component has
a
notional balance that will at all times equal the aggregate of the
principal balances of the regular interests in Middle-Tier REMIC
1, and,
for each Distribution Date (and the related Accrual Period) this
notional
component shall bear interest at a per annum rate equal to the excess,
if
any, of (i) the difference between (a) the weighted average of the
interest rates on the regular interests in Middle-Tier REMIC 1 (other
than
any interest-only Interest) over (ii) the Adjusted Middle-Tier 1
WAC.
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|
(41)
|
The
Class 2-X Certificates shall have an initial principal balance of
$2,600,716 (initial overcollateralization of $2,600,816 minus $100.00
allocated to the Class 2-P Certificates to create the $100 Class
2-P
Principal Amount), but shall not accrue interest on that balance.
In
addition to the right to receive ultimately the initial principal
balance,
which right represents a regular interest Upper-Tier REMIC 2, the
Class
2-X Certificate shall also comprise a notional component, which represents
a regular interest in the Upper Tier REMIC 2. Such component has
a
notional balance that will at all times equal the aggregate of the
principal balances of the regular interests in Lower-Tier REMIC 2,
and,
for each Distribution Date (and the related Accrual Period) this
notional
component shall bear interest at a per annum rate equal to the excess,
if
any, of (i) the difference between (a) the weighted average of the
interest rates on the regular interests in Lower-Tier REMIC 2 over
(ii)
the Adjusted Lower-Tier 2 WAC.
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|
(42)
|
For
purposes of the REMIC Provisions, the Class C-X Certificate shall
represent beneficial ownership of the Group 1 Cap
Agreement.
|
|
(43)
|
The
Class S-X Certificates shall represent an interest-only regular interest
in Upper-Tier REMIC I, which shall be entitled to receive all
distributions in respect of the Class MT1-IO Interest in Middle-Tier
REMIC
1 (the “Class I” interest). In addition, for purposes of the REMIC
Provisions, the Class S-X Certificate shall represent beneficial
ownership
of the Supplemental Interest Trust Account, including the Swap
Agreement.
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|
(44)
|
The
Class R-1 Certificate will be issued without a Certificate Principal
Amount and will not bear interest at a stated rate. The Class R-1
Certificate represents ownership of the residual interest in Upper-Tier
REMIC 1, as well as ownership of the LT1-R Interest and the MT1-R
Interest.
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|
(45)
|
The
Class R-2 Certificate will be issued without a Certificate Principal
Amount and will not bear interest at a stated rate. The Class R-2
Certificate represents ownership of the residual interest in Upper-Tier
REMIC 2, as well as ownership of the LT2-R
Interest.
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|
(46)
|
The
Class LT-R-1 Certificate will be issued without a Class Principal
Amount
and will not bear interest at a stated rate. The Class LT-R-1 Certificate
represents ownership of the residual interest in Pooling REMIC 1.
The
Class LT-R-1 Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
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|
(47)
|
The
Class LT-R-2 Certificate will be issued without a Class Principal
Amount
and will not bear interest at a stated rate. The Class LT-R-2 Certificate
represents ownership of the residual interest in Pooling REMIC 2.
The
Class LT-R-2 Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
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20
|
(48)
|
The
Class C Certificates will be issued without a Certificate Principal
Amount
and will not bear interest at a stated rate. The Class C Certificates
shall be entitled to receive the Class C Distributable
Amount.
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|
(49)
|
The
Class 1-X, Class 2-X, Class C-X, Class S-X, Class 1-P and Class 2-P
Certificates will each be issued in minimum Percentage Interests
of
10.00%. The Class C, Class LT-R-1, Class LT-R-2, Class R-1 and Class
R-2
Certificate will each be issued as a single Certificate evidencing
the
entire Percentage Interest in each such
Class.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$1,315,770,849.
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Master Servicer and the Trustee hereby agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
1-A1
Margin:
As
defined in footnote (2) of the Preliminary Statement under the caption “The
Certificates.”
1-A2
Margin:
As
defined in footnote (3) of the Preliminary Statement under the caption “The
Certificates.”
1-A3
Margin:
As
defined in footnote (4) of the Preliminary Statement under the caption “The
Certificates.”
1-A4A
Margin:
As
defined in footnote (5) of the Preliminary Statement under the caption “The
Certificates.”
1-A4B
Margin:
As
defined in footnote (6) of the Preliminary Statement under the caption “The
Certificates.”
1-A5
Margin:
As
defined in footnote (7) of the Preliminary Statement under the caption “The
Certificates.”
1-M1
Margin:
As
defined in footnote (8) of the Preliminary Statement under the caption “The
Certificates.”
1-M1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, after giving effect
to distributions on such Distribution Date and (ii) the Class Principal Amount
of the Class 1-M1 Certificates immediately prior to such Distribution Date
exceeds (y) the 1-M1 Target Amount.
21
1-M1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 87.40% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M2
Margin:
As
defined in footnote (9) of the Preliminary Statement under the caption “The
Certificates.”
1-M2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates and the Class 1-M1
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class 1-M2
Certificates immediately prior to such Distribution Date exceeds (y) the 1-M2
Target Amount.
1-M2
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 90.00% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance for Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M3
Margin:
As
defined in footnote (10) of the Preliminary Statement under the caption “The
Certificates.”
1-M3
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates and Class 1-M2 Certificates, in each case after giving effect
to
distributions on such Distribution Date and (ii) the Class Principal Amount
of
the Class 1-M3 Certificates immediately prior to such Distribution Date exceeds
(y) the 1-M3 Target Amount.
1-M3
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 91.60% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M4
Margin:
As
defined in footnote (11) of the Preliminary Statement under the caption “The
Certificates.”
22
1-M4
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates and Class 1-M3 Certificates, in each
case
after giving effect to distributions on such Distribution Date and (ii) the
Class Principal Amount of the Class 1-M4 Certificates immediately prior to
such
Distribution Date exceeds (y) the 1-M4 Target Amount.
1-M4
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 92.60% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M5
Margin:
As
defined in footnote (12) of the Preliminary Statement under the caption “The
Certificates.”
1-M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates and Class 1-M4
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class 1-M5
Certificates immediately prior to such Distribution Date exceeds (y) the 1-M5
Target Amount.
1-M5
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 93.60% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M6
Margin:
As
defined in footnote (13) of the Preliminary Statement under the caption “The
Certificates.”
1-M6
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
Certificates and Class 1-M5 Certificates, in each case after giving effect
to
distributions on such Distribution Date and (ii) the Class Principal Amount
of
the Class 1-M6 Certificates immediately prior to such Distribution Date exceeds
(y) the 1-M6 Target Amount.
1-M6
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 94.60% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
23
1-M7
Margin:
As
defined in footnote (14) of the Preliminary Statement under the caption “The
Certificates.”
1-M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
Certificates, Class 1-M5 Certificates and Class 1-M6 Certificates, in each
case
after giving effect to distributions on such Distribution Date and (ii) the
Class Principal Amount of the Class 1-M7 Certificates immediately prior to
such
Distribution Date exceeds (y) the 1-M7 Target Amount.
1-M7
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 96.00% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M8
Margin:
As
defined in footnote (15) of the Preliminary Statement under the caption “The
Certificates.”
1-M8
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates and Class 1-M7
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class 1-M8
Certificates immediately prior to such Distribution Date exceeds (y) the 1-M8
Target Amount.
1-M8
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 97.00% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
1-M9
Margin:
As
defined in footnote (16) of the Preliminary Statement under the caption “The
Certificates.”
1-M9
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1
Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates, Class 1-M7
Certificates and Class 1-M8 Certificates, in each case after giving effect
to
distributions on such Distribution Date and (ii) the Class Principal Amount
of
the Class 1-M9 Certificates immediately prior to such Distribution Date exceeds
(y) the 1-M9 Target Amount.
24
1-M9
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (i) 98.50% and (ii) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(2)
the Pool 1 Overcollateralization Floor.
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that service
or
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Trustee (as successor Master Servicer) or the Master
Servicer or (y) as provided in the applicable Servicing Agreement, to the extent
applicable to the related Servicer.
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accrual
Period:
With
respect to any Distribution Date and the Group 1 Certificates, the Class WF-1-1
and Class WF-1-2 Certificates, the period beginning on the immediately preceding
Distribution Date (or on October 25, 2006 in the case of the first Accrual
Period in the case of the Group 1 Certificates, and October 31, 2006 in the
case
of the first Accrual Period in the case of the Class WF-1-1 and Class WF-1-2
Certificates) and ending on the day immediately preceding the related
Distribution Date. With respect to any Distribution Date and the Class 1-AIO
Certificates, Group 2 Certificates (other than the Class WF-1-1 and Class WF-1-2
Certificates), Class 1-X Certificates and Class 2-X Certificates and each
Lower-Tier Interest, the calendar month preceding the month of such Distribution
Date. The Class C-X and Class S-X Certificates will not be entitled to payments
of interest.
Act:
As
defined in Section 3.03(c).
Additional
Servicer:
Each
affiliate of each Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of the any Servicer, who Services 10% or more
of
the Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement.
Adjustable
Rate Mortgage Loans:
Mortgage
Loans
included in Pool 1 for which the related mortgage note provides for
adjustment of the applicable Mortgage Rate.
Adjusted
Lower-Tier 2 WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for each regular interest in Lower-Tier REMIC 2 (other than
any interest-only regular interest), weighted in proportion to their Class
Principal Amounts as of the beginning of the related Accrual Period and computed
by subjecting the rate on the Class LT2-Q Interest to a cap of 0.00% and by
subjecting the rate on each remaining regular interest to a cap that corresponds
to the Certificate Interest Rate for the Corresponding Class of Certificates,
provided,
however,
that
for each Class of Certificates for which interest is accrued on the basis of
a
360-day year and the actual number of days in the related Accrual Period, the
Certificate Interest Rate shall be multiplied by an amount equal to (a) the
actual number of days in the Accrual Period, divided by (b) 30.
25
Adjusted
Middle-Tier 1 WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for each regular interest in Middle-Tier REMIC 1 (other than
any interest-only regular interest), weighted in proportion to their Class
Principal Amounts as of the beginning of the related Accrual Period and computed
by subjecting the rate on the Class MT1-Q Interest to a cap of 0.00% and by
subjecting the rate on each remaining regular interest to a cap that corresponds
to the Certificate Interest Rate for the Corresponding Class of Certificates
(determined by substituting the REMIC 1 Net Funds Cap for the applicable Net
Funds Cap), provided,
however,
that
for each Class of Certificates for which interest is accrued on the basis of
a
360-day year and the actual number of days in the related Accrual Period, the
Certificate Interest Rate shall be multiplied by an amount equal to (a) the
actual number of days in the Accrual Period, divided by (b) 30.
Advance:
An
advance of the aggregate of payments of principal and interest (net of the
applicable Servicing Fee) on one or more Mortgage Loans that were due on the
Due
Date in the related Collection Period and not received as of the close of
business on the related Determination Date, required to be made by the related
Servicer or by the Master Servicer on behalf of the related Servicer (or by
the
Trustee as successor Master Servicer) pursuant to Section 5.04.
Adverse
REMIC Event:
Either
(i) loss of status as a REMIC, within the meaning of Section 860D of the Code,
for any group of assets identified as a REMIC in the Preliminary Statement
to
this Agreement, or (ii) imposition of any tax, including the tax imposed under
Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section
860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
to
the extent such tax would be payable from assets held as part of the Trust
Fund.
Affected
Party:
As
defined in the Swap Agreement.
Affiliate:
With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
Aggregate
Certificate Insurance Premium:
As to
any Distribution Date, the sum of (a) the Certificate Insurance Premium for
such
Distribution Date and (b) the amount of any Certificate Insurance Premium that
was not distributed to the Certificate Insurer on any prior Distribution
Date.
26
Aggregate
Loan Balance:
As of
any date of determination, the aggregate of the Scheduled Principal Balances
of
all Mortgage Loans in Pool 1 and Pool 2.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the day
after the end of the preceding Anniversary Year and ending on the next
succeeding anniversary of the Closing Date.
Applied
Loss Amounts:
A Pool
1 Applied Loss Amount or Pool 2 Applied Loss Amount, as applicable.
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage to
the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by law;
provided,
however,
that
none of the Custodians nor the Trustee shall be responsible for determining
whether any such assignment is in recordable form.
Aurora:
Aurora
Loan Services LLC or its successors in interest.
Authenticating
Agent:
Any
authenticating agent appointed by the Trustee pursuant to Section
6.10.
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate on behalf of the
Depositor.
Available
Basis Risk Amount:
For any
Distribution Date and the Group 1 Certificates, the lesser of:
(i) the
product of:
|
(a)
|
the
excess, if any of (1) the weighted average of the Interest Rates
on the
Group 1 Certificates computed without regard to the Pool 1 Net Funds
Cap,
weighted based on the relative Class Principal Amounts for each class
of
Group 1 Certificates, over (2) the Pool 1 Net Funds Cap;
and
|
27
|
(b)
|
the
Scheduled Notional Amount for such Distribution Date,
and
|
|
(c)
|
a
fraction, the numerator of which is the actual number of days in
the
Accrual Period and the denominator of which is 360,
and
|
(ii) the
amount on deposit in the Supplemental Interest Trust after all required
distributions have been made on such Distribution Date pursuant to Sections
5.02(h)(i) through (iv).
Back-Up
Certification:
As
defined in Section 6.20(e)(iii).
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bankruptcy:
As to
any Person, the making of an assignment for the benefit of creditors, the filing
of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
the entry of an order for relief in a bankruptcy or insolvency proceeding,
the
seeking of reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief, or seeking, consenting to or acquiescing in
the
appointment of a trustee, receiver or liquidator, dissolution, or termination,
as the case may be, of such Person pursuant to the provisions of either the
Bankruptcy Code, or any other similar state laws.
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of Offered Certificates (other
than the 1-AIO Certificates), the amount by which the amount of interest
calculated at the Certificate Interest Rate applicable to such Class for such
date, determined without regard to the applicable Net Funds Cap for such date,
exceeds the amount of interest calculated at the applicable Net Funds
Cap.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Trustee to the effect that any proposed
transfer will not (i) cause the assets of the Trust Fund to be regarded as
“plan
assets” for purposes of the Plan Asset Regulations or (ii) give rise to any
fiduciary duty on the part of the Depositor or the Trustee.
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in
this Agreement, ownership and transfers of which shall be evidenced or made
through book entries by a Clearing Agency as described in Section 3.09;
provided, that after the occurrence of a condition whereupon book-entry
registration and transfer are no longer permitted and Definitive Certificates
are to be issued to Certificate Owners, such Book-Entry Certificates shall
no
longer be “Book-Entry Certificates.” As of the Closing Date, each Class of
Offered Certificates constitutes Book-Entry Certificates.
Bulk
PMI Policy:
Any of
the (A)(i) the MGIC Mortgage Guaranty Select Master Policy for Multiple Loan
Transactions No. 05-02-04-4681 and the MGIC Letter Agreement dated October
31,
2006 and (ii) Commitment Certificates covering $110,237,717.20 aggregate
principal balance of insurable Mortgage Loans and (B) PMI Mortgage Master Policy
No. 00000-0000-0, Bulk No. 2006-0908, subject to the terms and conditions of
PMI
Mortgage’s Bulk Primary First Lien Master Policy UW 2510.00 (09/00) and the PMI
Letter Agreement dated October 31, 2006, covering $84,816,036.00 aggregate
principal balance of insurable Mortgage Loans.
28
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in the States of Colorado, Illinois or New York or the city in which either
the
Corporate Trust Office of the Trustee or the principal executive office of
the
Certificate Insurer is located are closed, or (iii) with respect to any Servicer
Remittance Date or any Servicer reporting date, a day on which banking
institutions in the States specified in the definition of “Business Day” in the
related Servicing Agreement, are authorized or obligated by law or executive
order to be closed.
Cap
Counterparty:
In the
case of the Group 1 Cap Agreement, Xxxxxx Brothers Special Financing
Inc.
Carryforward
Interest:
With
respect to any Distribution Date and any Class of Certificates (other than
the
Class C, Class 1-X, Class 2-X, Class C-X, Class S-X, Class 1-P, Class 2-P,
Class
R-1, Class R-2, Class LT-R-1 and Class LT-R-2 Certificates), the sum of (i)
the
amount, if any, by which (x) the sum of (A) Current Interest for such Class
for
the immediately preceding Distribution Date and (B) any unpaid Carryforward
Interest for such Class from previous Distribution Dates exceeds (y) the amount
distributed in respect of interest on such Class on such immediately preceding
Distribution Date, and (ii) interest on such amount for the related Accrual
Period at the applicable Certificate Interest Rate.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
the
forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of Section
4.04.
Certificate
Insurance Policy:
The
certificate guaranty insurance policy to be issued by the Certificate Insurer
including any endorsements thereto, with respect to Class WF-3-1, Class WF-4-1
and Class WF-6-1 Certificates.
Certificate
Insurance Premium:
With
respect to any Distribution Date and with respect to the Certificate Insurance
Policy, an amount equal to 1/12th the product of (a) the Class Principal Amount
of each of the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates as
of
such Distribution Date (prior to giving effect to any distribution thereon
on
such Distribution Date) and (b) the applicable Premium Percentage.
Certificate
Insurer:
MBIA
Insurance Corporation, or any successors in interest thereto, as issuer of
the
Certificate Insurance Policy.
Certificate
Insurer Default:
The
occurrence and continuance of any of the following events:
29
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(a)
|
the
Certificate Insurer shall have failed to make a payment required
to be
made under the Certificate Insurance Policy in accordance with its
terms;
|
|
(b)
|
the
Certificate Insurer shall have (i) filed a petition or commenced
a case or
proceeding under any provision or chapter of the United States Bankruptcy
Code or any other similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (ii) made
a
general assignment for the benefit of its creditors, or (iii) had
an order
for relief entered against it under the United States Bankruptcy
Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization that is final and
nonappealable; or
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|
(c)
|
a
court of competent jurisdiction, the Office of the Commissioner of
Insurance of the State of New York or other competent regulatory
authority
shall have entered a final and nonappealable order, judgment or decree
(i)
appointing a custodian, trustee, agent or receiver for the Certificate
Insurer or for all or any material portion of its property or (ii)
authorizing the taking of possession by a custodian, trustee, agent
or
receiver of the Certificate Insurer (or the taking of possession
of all or
any material portion of the property of the Certificate
Insurer).
|
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described in the Preliminary Statement
hereto.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency, or
on
the books of a Person maintaining an account with such Clearing Agency (directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency).
Certificate
Principal Amount:
With
respect to any Certificate (other than the Class 1-AIO, Class C, Class 1-X,
Class 2-X, Class C-X, Class S-X, Class R-1, Class R-2, Class LT-R-1 and Class
LT-R-2 Certificates) and any Distribution Date, the initial Certificate
Principal Amount thereof on the Closing Date, less the amount of all principal
distributions previously distributed with respect to such Certificate prior
to
such Distribution Date, and, (i) in the case of the Group 1 Certificates, as
reduced by any Pool 1 Applied Loss Amount previously allocated thereto and
(ii)
in the case of the Group 2 Certificates, as reduced by any Pool 2 Applied Loss
Amount previously allocated thereto; provided,
however,
that on
each Distribution Date on which a related Subsequent Recovery is distributed,
the Certificate Principal Amount of any Group 1 Certificate whose Certificate
Principal Amount has previously been reduced by application of Pool 1 Applied
Loss Amounts and the Certificate Principal Amount of any Group 2 Certificate
whose Certificate Principal Amount has previously been reduced by application
of
Pool 2 Applied Loss Amounts, as applicable, will be increased, in order of
seniority, by an amount (to be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such date and (2) in the case of holders
of
the Group 1 Certificates and Group 2 Certificates, the total amount of any
Subsequent Recovery from the related Mortgage Pool distributed on such
Distribution Date after application (for this purpose) to any more senior
Classes of such Certificates. The Class C, Class 1-X, Class 2-X, Class C-X,
Class S-X, Class R-1 and Class R-2 Certificates are issued without Certificate
Principal Amounts. The Class 1-P Certificates are issued with an initial Class
1-P Principal Amount of $100.00 and the Class 2-P Certificates are issued with
an initial Class 2-P Principal Amount of $100.00.
30
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certifying
Party:
As
defined in Section 6.20(e)(iii).
Class:
All
Certificates and, in the case of each of Lower-Tier REMIC 1, Middle-Tier REMIC
1
and Lower-Tier REMIC 2, all Lower Tier Interests bearing the same Class
designation.
Class
1-P Certificate:
An
interest in Upper-Tier REMIC 1, as described in footnote (38) to the table
entitled “The Certificates” in the Preliminary Statement, which interest shall
be evidenced by the rights of the holders of the Class 1-P Certificates to
receive Prepayment Premiums with respect to Pool 1 Mortgage Loans.
Class
1-P Principal Amount:
As of
the Closing Date, $100.00.
Class
1-X Distributable Amount:
On any
Distribution Date, the amount of interest that has accrued on the notional
balance of the Class 1-X Certificates (as described in the Preliminary Statement
in footnote (40) under the caption “The Certificates,” but that has not been
distributed prior to such date. In addition, such amount shall include the
Class
1-X Principal Amount to the extent such amount has not been distributed on
an
earlier Distribution Date as part of the Pool 1 Overcollateralization Release
Amount.
Class
1-X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
of the Class Principal Amount of the interests in Middle-Tier REMIC 1, as
described in the Preliminary Statement.
Class
1-X Principal Amount:
As of
the Closing Date, $5,343,932.96.
Class
2-P Certificate:
An
interest in Upper-Tier REMIC 2, as described in footnote (39) to the table
entitled “The Certificates” in the Preliminary Statement, which interest shall
be evidenced by the rights of the holders of the Class 2-P Certificates to
receive Prepayment Premiums with respect to Pool 2 Mortgage Loans.
Class
2-P Principal Amount:
As of
the Closing Date, $100.00.
Class
2-X Distributable Amount:
On any
Distribution Date, the amount of interest that has accrued on the notional
balance of the Class 2-X Certificates (as described in the Preliminary Statement
in footnote (41) under the caption “The Certificates,” but that has not been
distributed prior to such date. In addition, such amount shall include the
Class
2-X Principal Amount to the extent such amount has not been distributed on
an
earlier Distribution Date as part of the Pool 2 Overcollateralization Release
Amount.
31
Class
2-X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
of the Class Principal Amount of the interests in Lower-Tier REMIC 2, as
described in the Preliminary Statement.
Class
2-X Principal Amount:
As of
the Closing Date, $2,600,716.
Class
C Distributable Amount:
For
each Distribution Date (1) on and prior to the Class X Account Termination
Date,
an amount equal to the lesser of (a) aggregate
investment earnings on the Class X Account for the related Collection Period
and
(b) the amount on deposit in the Class X Account on such Distribution Date,
and
(2) on the Class X Account Termination Date, an amount equal to the entire
amount remaining on deposit in the Class X Account, after making the payments
set forth in clause (1) hereto.
Class
C Mortgage Loan:
Any
Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to the
Collection Period ending in November 2009.
Class
I Shortfalls:
As
defined in Section 10.01(l) hereof. For purposes of clarity, the Class I
Shortfall for any Distribution Date shall equal the amount payable to the Swap
Counterparty on such Distribution Date in excess of the amount payable on the
Class I interest in the Upper Tier REMIC 1 on such Distribution Date, all as
further provided in Section 10.01(l) hereof.
Class
LT-R-1 Certificates:
Each
Class LT-R-1 Certificate execution by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A and evidencing the residual interest in Pooling REMIC
1.
Class
LT-R-2 Certificates:
Each
Class LT-R-2 Certificate execution by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A and evidencing the residual interest in Pooling REMIC
2.
Class
Notional Amount:
For the
Class 1-AIO Certificates and any Distribution Date, the Class Notional Amount
of
the Class 1-AIO Certificates will be equal to aggregate Scheduled Principal
Balance of the Fixed Rate Mortgage Loans in Pool 1 as of the first day of the
related Collection Period.
Class
Principal Amount:
With
respect to each Class of Certificates other than the Class 1-AIO, Class C,
Class
1-P, Class 2-P, Class R-1, Class R-2, Class LT-R-1, Class LT-R-2, Class 1-X,
Class 2-X, Class C-X and Class S-X Certificates, the aggregate of the
Certificate Principal Amounts (or related Percentage Interest therein
aggregating to 100%) of all Certificates of such Class at the date of
determination. With respect to the Class 1-P Certificates and Class 2-P
Certificates, the Class 1-P Principal Amount and Class 2-P Principal Amount,
respectively. With respect to the Class C, Class R-1, Class R-2, Class LT-R-1,
Class LT-R-2, Class 1-X, Class 2-X, Class C-X and Class S-X Certificates,
zero.
32
Class
R-1 Certificate:
The
Class R-1 Certificate executed by the Trustee, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A and evidencing the ownership of the sole class of residual interest
in
Upper-Tier REMIC 1 as well as ownership of the Class LT1-R Interest in
Lower-Tier REMIC 1 and the Class MT1-R Interest in Middle-Tier REMIC
1.
Class
R-2 Certificate:
The
Class R-2 Certificate executed by the Trustee, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A and evidencing the ownership of the sole class of residual interest
in
Upper-Tier REMIC 2 as well as ownership of the Class LT2-R Interest in
Lower-Tier REMIC 2.
Class
WF-6 Percentage:
For
any
Distribution Date will be equal to the lesser of (i) 100% and (ii) the
percentage obtained by dividing (x) the aggregate Class Principal Amounts of
the
Class WF-6-1 and Class WF-6-2 Certificates immediately prior to such date by
(y)
the aggregate Class Principal Amount of the Group 2 Senior Certificates
immediately prior to such date.
Class
WF-6 Priority Amount:
For any
Distribution Date an amount equal to the least of (i) the aggregate Class
Principal Amounts of the Class WF-6-1 and Class WF-6-2 Certificates immediately
prior to such Distribution Date, (ii) the product of (x) the Pool 2 Senior
Principal Distribution Amount and (y) the Class WF-6 Percentage and (z) the
Class WF-6 Shift Percentage and (iii) the Pool 2 Senior Principal Distribution
Amount; provided, however, that if prior to such Distribution Date the aggregate
Class Principal Amount of the Group 2 Senior Certificates (other than the Class
WF-6-1 and Class WF-6-2 Certificates) has been reduced to zero, the Class WF-6
Priority Amount will equal 100% of the Pool 2 Senior Principal Distribution
Amount.
Class
WF-6 Shift Percentage:
For any
Distribution Date occurring prior to the 37th Distribution Date (i.e., November
2009) will be 0%; for the 37th through 60th Distribution Dates, 45%; for the
61st through 72nd Distribution Dates, 80%; for the 73rd through 84th
Distribution Dates, 100%; and thereafter, 300%.
Class
X
Account:
An
account established as part of the Trust
Fund
pursuant to Section 5.11 of this Agreement but which is not an asset of any
of
the REMICs for the benefit of the Class 1-X, Class 2-X and Class C
Certificates.
Class
X Account Termination Date:
The
Distribution Date in November 2009.
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearstream:
Clearstream Banking, S.A., Luxembourg, and any successor thereto.
Closing
Date:
October
31, 2006.
33
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Collection
Period:
With
respect to any Distribution Date, the period commencing on the second day of
the
month immediately preceding the month in which such Distribution Date occurs
and
ending on the first day of the month in which such Distribution Date
occurs.
Commission:
The
United States Securities and Exchange Commission.
Compensating
Interest Payment:
With
respect to any Distribution Date and prepayments in full or in part, an amount
equal the aggregate amount of any Prepayment Interest Shortfalls required to
be
paid by the Servicers with respect to such Distribution Date. The Master
Servicer shall not be responsible to make any Compensating Interest
Payment.
Component:
Not
applicable.
Component
Interest Rate:
Not
applicable.
Component
Principal Amount:
Not
applicable.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon (or
in
a form suitable for recordation).
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
34
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
The
principal corporate trust office of the Trustee (a) at which Certificates may
be
presented for transfer and exchange and for presentment and surrender for the
final distributions thereon is located at Citibank, N.A., 000 Xxxx Xxxxxx,
00xx
xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: 15th
Floor
Window and (b) for all other purposes, Citibank, N.A., 000 Xxxxxxxxx Xxxxxx,
00xx
xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Agency and Trust Xxxxxx XS Trust Series
2006-17, or such other address that the Trustee may designate from time to
time
by notice to the Certificateholders, the Depositor, the Certificate Insurer
and
the Master Servicer.
Corresponding
Class:
The
Class of Certificates that corresponds to a class of interests in Middle-Tier
REMIC 1 or Lower-Tier REMIC 2, as applicable, and as described in the
Preliminary Statement.
Credit
Score:
With
respect to any Mortgage Loan, a numerical assessment of default risk with
respect to the Mortgagor under such Mortgage Loan, determined on the basis
of a
methodology developed by Fair, Xxxxx & Co., Inc.
Current
Interest:
With
respect to any Offered Certificate and any Distribution Date, the aggregate
amount of interest accrued at the applicable Certificate Interest Rate during
the related Accrual Period on the Class Principal Amount or Class Notional
Amount thereof immediately prior to such Distribution Date.
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and maintained
by a
Servicer pursuant to a Servicing Agreement.
Custodial
Agreement:
Each
custodial agreement attached as Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee and acknowledged by the Master Servicer
substantially in the form thereof.
Custodian:
Each
custodian appointed by the Trustee pursuant to a Custodial Agreement and any
successor thereto. The initial Custodians are Deutsche Bank National Trust
Company, LaSalle Bank National Association, U.S. Bank National Association
and
Xxxxx Fargo Bank, N.A.
Cut-off
Date:
With
respect to all Mortgage Loans, October 1, 2006.
Cut-off
Date Balance:
With
respect to the Mortgage Loans in the Trust Fund on the Closing Date, the
aggregate Scheduled Principal Balance of such Mortgage Loans as of the Cut-off
Date.
35
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
related Mortgagor is obligated to pay on any Due Date as a result of, or in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Swap Agreement.
Deferred
Amount:
With
respect to any Distribution Date and each Group 1 Certificate, the aggregate
Pool 1 Applied Loss Amounts previously applied in reduction of the Certificate
Principal Amount thereof, less (i) any amounts previously reimbursed in respect
thereof and (ii) the amount by which the Certificate Principal Amount of such
Group 1 Certificate has been increased due to Subsequent Recoveries. With
respect to any Distribution Date and each Group 2 Certificate, the aggregate
Pool 2 Applied Loss Amounts previously applied in reduction of the Certificate
Principal Amount thereof, less (i) any amounts previously reimbursed in respect
thereof and (ii) the amount by which the Certificate Principal Amount of such
Group 2 Certificate has been increased due to Subsequent Recoveries
;
provided,
further, that any Pool 2 Applied Loss Amounts allocated to the Class WF-3-1,
Class WF-4-1 or Class WF-6-1 Certificates will not be Deferred Amounts to the
extent they are paid by the Certificate Insurer as part of Guaranteed
Distributions.
Deficiency
Amount:
With
respect to the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates and
any
Distribution Date, the excess, if any, of Guaranteed Distributions over the
aggregate amount available to be distributed to the Class WF-3-1, Class WF-4-1
and Class WF-6-1 Certificateholders on such Distribution Date in accordance
with
the provisions of Section 5.02 hereof.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, which valuation results from a proceeding
under Bankruptcy law or any similar proceeding.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans are
substituted therefor.
Delinquent:
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business on the
Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day of the
month
immediately succeeding the month in which such payment was first due, or, if
there is no such corresponding day (e.g.,
as
when a
30-day month follows a 31-day month in which a payment was due on the 31st
day
of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
36
Depositor:
Structured Asset Securities Corporation, a Delaware corporation, having its
principal place of business in New York, or its successors in
interest.
Determination
Date:
With
respect to each Distribution Date, the 18th day of the month in which such
Distribution Date occurs, or, if such 18th day is not a Business Day, the next
succeeding Business Day.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is Delinquent in payment for
a
period of more than 90 days or more without giving effect to any grace period
permitted by the relevant Mortgage Note or for which the applicable Servicer
has
accepted a deed in lieu of foreclosure.
Distribution
Date:
The
25th day of each month or, if such 25th day is not a Business Day, the next
succeeding Business Day, commencing in November 2006.
Distribution
Date Statement:
As
defined in Section 4.03(a) hereof.
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is due
under
the related Mortgage Note.
Eligible
Account:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company acceptable to the Rating Agencies or
(ii) an account or accounts the deposits in which are insured by the FDIC to
the
limits established by such corporation, provided that any such deposits not
so
insured shall be maintained in an account at a depository institution or trust
company whose commercial paper or other short term debt obligations (or, in
the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short term debt
or deposit obligations of such holding company or depository institution, as
the
case may be) have been rated by each Rating Agency in its highest short-term
rating category, or (iii) a segregated trust account or accounts (which shall
be
a “special deposit account”) maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Investments:
Any one
or more of the following obligations or securities:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
37
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject
to Securities Investors’ Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the Pool Balance and the aggregate principal
amount of all Eligible Investments in the Certificate Account; provided,
further,
that
such securities will not be Eligible Investments if they are published as being
under review with negative implications from any Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment (including those managed or
advised by the Trustee or any Affiliate thereof), (A) rated in the highest
rating category by each Rating Agency or (B) that would not adversely affect
the
then current rating assigned by each Rating Agency of any of the Certificates
(in the case of the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates,
determined without regard to the Certificate Insurance Policy) or the NIM
Securities. Such investments in this subsection (viii) may include money market
mutual funds or common trust funds, including any fund for which Citibank,
N.A.,
in its capacity other than as Trustee, the Master Servicer or an Affiliate
thereof serves as an investment advisor, administrator, shareholder, servicing
agent, and/or custodian or subcustodian, notwithstanding that (x) Citibank,
N.A., the Trustee, the Master Servicer or any Affiliate thereof charges and
collects fees and expenses from such funds for services rendered,
(y) Citibank, N.A., the Trustee, the Master Servicer, or any Affiliate
thereof charges and collects fees and expenses for services rendered pursuant
to
this Agreement, and (z) services performed for such funds and pursuant to
this Agreement may converge at any time. Citibank, N.A. or an Affiliate thereof
is hereby authorized to charge and collect from the Trustee such fees as are
collected from all investors in such funds for services rendered to such funds
(but not to exceed investment earnings thereon);
38
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations, provided that any such investment will be a “permitted investment”
within the meaning of Section 860G(a)(5) of the Code.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate:
Any
Class C, Class 1-P, Class 2-P, Class R-1, Class R-2, Class LT-R-1, Class LT-R-2,
Class 1-X, Class 2-X, Class C-X and Class S-X Certificate and any Certificate
with a rating below the lowest applicable rating permitted under the
Underwriter’s Exemption.
ERISA-Restricted
Swap Certificate:
Any
Group 1 Certificate.
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by each Servicer
satisfying the requirements of the related Servicing Agreement.
Escrow
Account:
Any
account established and maintained by each Servicer pursuant to the related
Servicing Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
39
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exchange
Act Signing Party:
Either
the Depositor or the Master Servicer, to be determined by mutual agreement
between such parties.
Excluded
Trust Assets:
As
defined in the Preliminary Statement.
Xxxxxx
Xxx:
Xxxxxx
Xxx, f/k/a the Federal National Mortgage Association, a federally chartered
and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by each Servicer satisfying the
requirements of the related Servicing Agreement.
Final
Scheduled Distribution Date:
With
respect to each Class of Group 1 Certificates, the Distribution Date in August
2046. With respect to each Class of Group 2 Certificates, the Distribution
Date
in November 2036.
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
Fixed
Rate Mortgage Loans:
Mortgage Loans bearing a fixed rate of interest.
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
Xxxxxxx
Mac:
Xxxxxxx
Mac, f/k/a the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Xxxxxx
Mae
or
GNMA:
Xxxxxx
Xxx, f/k/a the Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
Group
1 Cap Agreement:
The Cap
Agreement dated as of October 31, 2006, entered into between the Trustee on
behalf of the Trust Fund (for the benefit of the Group 1 Certificateholders)
and the Cap Counterparty, which agreement provides for the monthly payment
specified therein, to the Trustee (for the benefit of the Group 1 Certificateholders)
commencing with the Distribution Date in November 2007 and terminating in (but
including the Distribution Date in) October 2011, by the Cap Counterparty,
but
subject to the conditions set forth therein, including the 1992 ISDA Master
Swap
Agreement (Multi-Currency Cross Border), together with the confirmation and
schedules relating thereto, in the form of Exhibit N-2 hereto.
40
Group
1 Certificates:
Collectively, the Group 1 Senior Certificates and the Group 1 Subordinate
Certificates.
Group
1 Senior Certificates:
Collectively, the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4A, Class 1-A4B
and Class 1-A5 Certificates.
Group
1 Senior Priority:
The
priority of distributions on the Group 1 Senior Certificates described in
Section 5.02(d)(i)(B).
Group
1 Subordinate Certificates:
Collectively, the Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5,
Class 1-M6, Class 1-M7, Class 1-M8 and Class 1-M9 Certificates.
Group
1 Subordinate Priority:
To the
Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class
1-M7, Class 1-M8 and Class 1-M9 Certificates, sequentially, in that
order.
Group
2 Certificates:
Collectively, the Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.
Group
2 Senior Certificates:
The
Class WF-1-1, WF-1-2, WF-2, WF-3-1, WF-3-2, WF-3-3, WF-4-1, WF-4-2, WF-5, WF-6-1
and WF-6-2 Certificates.
Group
2 Senior Priority:
The
priority of distributions on the Group 2 Senior Certificates described in
Section 5.02(e)(i)(A).
Group
2 Subordinate Certificates:
Collectively, the Class WF-M1, Class WF-M2, Class WF-M3, Class WF-M4, Class
WF-M5, Class WF-M6, Class WF-M7, Class WF-M8, Class WF-M9 and Class WF-M10
Certificates.
Group
2 Subordinate Priority:
To the
Class WF-M1, Class WF-M2, Class WF-M3, Class WF-M4, Class WF-M5 and Class WF-M6,
Class WF-M7, Class WF-M8, Class WF-M9 and Class WF-M10 Certificates,
sequentially, in that order.
Guaranteed
Distributions:
With
respect to the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates,
(a) for any Distribution Date, the sum of (i) the related Current Interest
for the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates for such
Distribution Date, but excluding therefrom any Net Prepayment Interest
Shortfalls and any Relief Act Reductions allocable to the Class Class WF-3-1,
Class WF-4-1 or Class WF-6-1 Certificates on such Distribution Date, and (ii)
the amount of any Pool 2 Applied Loss Amounts allocated to the Class WF-3-1,
Class WF-4-1 and Class WF-6-1 Certificates on such Distribution Date, and (b)
for the Final Scheduled Distribution Date, the respective Class Principal
Amounts of the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates to
the
extent unpaid on the Final Scheduled Distribution Date (after giving effect
to
all distributions to be made on such date).
Holder
or
Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Certificate registered in the name
of the Depositor, the Trustee, the Master Servicer, any Servicer, the Cap
Counterparty or any Affiliate thereof shall be deemed not to be outstanding
in
determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the Trustee
shall
be protected in relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be disregarded.
The Trustee may request and conclusively rely on certifications by the
Depositor, the Master Servicer, the Cap Counterparty or the applicable Servicer,
in determining whether any Certificates are registered to an Affiliate of the
Depositor, the Master Servicer, the Cap Counterparty or any Servicer,
respectively. After a Section 7.01(d) Purchase Event, except in the case of
the
Class LT-R-1 and Class LT-R-2 Certificates, Sections 3.03, 3.04, 3.05, 3.06,
3.07, 3.09, 5.02(b) through (h) and 11.03 (a) and (b) herein, all references
in
this Agreement to “Holder” or “Certificateholder” shall be deemed to be
references to the LTURI-holder, as recorded on the books of the Certificate
Registrar, as holder of the Pooling REMIC 1 Regular Interests (in the case
of a
Section 7.01(d) Purchase Event with respect to the Pooling REMIC 1 Regular
Interests) and the Pooling REMIC 2 Regular Interests (in the case of a Section
7.01(d) Purchase Event with respect to the Pooling REMIC 2 Regular
Interests).
41
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of another
specified Person and any Affiliate of such other Person, (b) does not have
any
material direct financial interest in such other Person or any Affiliate of
such
other Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
Initial
LIBOR Rate:
5.32%
per annum.
Insurance
Agreement:
The
insurance agreement dated as of October 1, 2006 among the Depositor, the Seller,
the Trustee and the Certificate Insurer.
Insurance
Fee Rate:
With
respect to each Mortgage Loan insured by an Insurance Policy paid for by the
lender or a Bulk PMI Policy, the per annum rate specified in the Mortgage Loan
Schedule.
Insurance
Policy:
Any
Primary Mortgage Insurance Policy, any standard hazard insurance policy, flood
insurance policy, earthquake insurance policy or title insurance policy relating
to the Mortgage Loans or the Mortgaged Properties, to be in effect as of the
Closing Date or thereafter during the term of this Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts (i) to cover
expenses incurred by or on behalf of any Servicer or Master Servicer in
connection with procuring such proceeds, (ii) to be applied to restoration
or
repair of the related Mortgaged Property or (iii) required to be paid over
to
the Mortgagor pursuant to law or the related Mortgage Note.
42
Insured
Payments:
(i)
With respect to any Distribution Date, any Deficiency Amount and (ii) any
Preference Amount.
Interest-Only
Certificates:
The
Class 1-AIO Certificates.
Interest
Remittance Amount:
With
respect to any Mortgage Pool and Distribution Date, (a) the sum of (1) all
interest collected (other than in connection with Payaheads and Prepayment
Premiums) or advanced in respect of Scheduled Payments in such Mortgage Pool
during the related Collection Period by the Servicers, the Master Servicer,
or
the Trustee (solely acting in its capacity as successor Master Servicer),
minus
(x) the
Servicing Fee with respect to the Mortgage Loans, (y) previously unreimbursed
Advances and other amounts due to the Servicers, the Master Servicer or the
Trustee (solely acting in its capacity as successor Master Servicer) to the
extent allocable to interest and the allocable portion of previously
unreimbursed Servicing Advances with respect to the Mortgage Loans and (z)
in
the case of Pool 2, any insurance premiums on any Bulk PMI Policy, (2) any
Compensating Interest Payments with respect to the Mortgage Loans in such
Mortgage Pool with respect to the related Prepayment Period (or in the case
of
Mortgage Loans serviced by Aurora, the relevant Collection Period), (3) the
portion of any Purchase Price, as applicable, or Substitution Amount paid with
respect the Mortgage Loans in such Mortgage Pool during the related Prepayment
Period (or in the case of Mortgage Loans serviced by Aurora, the relevant
Collection Period) allocable to interest, and (4) all Net Liquidation
Proceeds, Insurance Proceeds and any other recoveries collected with respect
to
the Mortgage Loans during the related Prepayment Period (or in the case of
Mortgage Loans serviced by Aurora, the relevant Collection Period), to the
extent allocable to interest, as reduced by (b) other costs, expenses or
liabilities reimbursable to the Trustee, the Master Servicer, each Servicer
the
extent provided in this Agreement and each Servicing Agreement, and the
Custodian pursuant to the Custodial Agreement; provided,
however,
that in
the case of the Trustee, such reimbursable amounts may not exceed $500,000
during any Anniversary Year up to and including the Anniversary Year in which
the Stepdown Date occurs and $200,000 during any Anniversary Year thereafter
(the “Applicable Maximum Reimbursement Amount”). In the event that the Trustee
incurs reimbursable amounts in excess of the Applicable Maximum Reimbursement
Amount in any Anniversary Year, it may obtain reimbursement for such amounts
in
subsequent Anniversary Years, but in no event shall more than the Applicable
Maximum Reimbursement Amount in aggregate be reimbursed to the Trustee per
Anniversary Year. Notwithstanding the foregoing, costs and expenses incurred
by
the Trustee pursuant to Section 6.14(a) in connection with any transfer of
servicing shall be excluded in determining the Applicable Maximum Reimbursement
Amount limitation on reimbursable amounts per Anniversary Year. For
the
avoidance of doubt, in the case of Pool 1, (i) the Interest Remittance Amount
available on each Swap Payment Date for distributions to the Supplemental
Interest Trust Account shall be equal to the Interest Remittance Amount on
the
related Distribution Date and (ii) the Interest Remittance Amount for each
Distribution Date shall be calculated without regard to any distributions to
the
Supplemental Interest Trust Account on the related Swap Payment Date.
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer or
equivalent instrument.
43
Item
1122 Responsible Party:
With
respect to the criteria to be addressed under Item 1122 of Regulation AB, the
attesting party as indicated in the table attached hereto at Exhibit
O.
Latest
Possible Maturity Date:
With
regard to the Group 1 Certificates, the Distribution Date occurring in August
2046. With regard to the Group 2 Certificates, the Distribution Date in November
2036.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
With
respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
each subsequent Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Trustee on the basis of the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
for one-month United States dollar deposits, as such rates appear on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination
Date.
If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
Telerate Page 3750 is not available on such date, the Trustee will obtain such
rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is
not published for such LIBOR Determination Date, LIBOR for such date will be
the
most recently published Interest Settlement Rate. In the event that the BBA
no
longer sets an Interest Settlement Rate, the Trustee will designate an
alternative index that has performed, or that the Trustee expects to perform,
in
a manner substantially similar to the BBA’s Interest Settlement Rate. The
Trustee will select a particular index as the alternative index only if it
receives an Opinion of Counsel (a copy of which shall be furnished to any NIMS
Insurer), which opinion shall be an expense reimbursed from the Certificate
Account pursuant to Section 4.04, that the selection of such index will not
cause any of the REMICs to lose their classification as REMICs for federal
income tax purposes.
The
establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
of the Certificate Interest Rate applicable to the LIBOR Certificates for the
relevant Accrual Period, in the absence of manifest error, will be final and
binding.
LIBOR
Business Day:
Any day
on which banks in London, England and The City of New York are open and
conducting transactions in foreign currency and exchange.
LIBOR
Certificate:
Any
Group 1 Certificate and, the Class WF-1-1 and Class WF-1-2
Certificates.
LIBOR
Determination Date:
The
second LIBOR Business Day immediately preceding the commencement of each Accrual
Period for any LIBOR Certificates.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the Master Servicer or the applicable
Servicer has determined that all amounts that it expects to recover on behalf
of
the Trust Fund from or on account of such Mortgage Loan have been
recovered.
Liquidation
Expenses:
Expenses that are incurred by the Master Servicer or a Servicer in connection
with the liquidation of any defaulted Mortgage Loan and are not recoverable
under the applicable Primary Mortgage Insurance Policy, if any, including,
without limitation, foreclosure and rehabilitation expenses, legal expenses
and
unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or
9.22.
44
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale, payment in full, discounted payoff, condemnation proceeds,
Insurance Proceeds, or otherwise, or the sale of the related Mortgaged Property
if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan
by
foreclosure or deed in lieu of foreclosure, including any amounts remaining
in
the related Escrow Account.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the ratio of the principal balance of such
Mortgage Loan at origination, or such other date as is specified, to the
Original Value thereof.
Lower-Tier
Interest:
As
described in the Preliminary Statement.
Lower-Tier
REMIC:
Any of
Pooling REMIC 1, Pooling REMIC 2, Lower-Tier REMIC 1 or Lower-Tier REMIC
2.
Lower-Tier
REMIC 1:
As
described in the Preliminary Statement.
Lower-Tier
REMIC 2:
As
described in the Preliminary Statement.
LTURI-holder:
The
holder of the Pooling REMIC 1 Regular Interests and/or the Pooling REMIC 2
Regular Interests, as the case may be, which upon the occurrence of a Section
7.01(d) Purchase Event, shall be the Master Servicer or its designee, including
any trustee in its capacity as a trustee in any privately placed
securitization.
Master
Servicer:
Aurora
Loan Services LLC, or any successor in interest, or if any successor master
servicer shall be appointed as herein provided, then such successor master
servicer.
Master
Servicer Remittance Date:
With
respect to each Distribution Date, the Business Day immediately preceding such
Distribution Date.
Master
Servicing Fee:
As to
any Distribution Date, an amount equal to one-twelfth the product of (a) the
Master Servicing Fee Rate and (b) the outstanding principal balance of each
Mortgage Loan.