ACE SECURITIES CORP. Depositor OCWEN LOAN SERVICING, LLC Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator HSBC BANK USA, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2006...
ACE
SECURITIES CORP.
Depositor
OCWEN
LOAN SERVICING, LLC
Servicer
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities Administrator
HSBC
BANK
USA, NATIONAL ASSOCIATION
Trustee
Dated
as
of May 1, 2006
Asset
Backed Pass-Through Certificates
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of the Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans.
|
|
SECTION
2.04.
|
Representations
and Warranties of the Master Servicer.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06.
|
Issuance
of the REMIC I Regular Interests and the Class R-I
Interest.
|
|
SECTION
2.07.
|
Conveyance
of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC
III by
the Trustee.
|
|
SECTION
2.08.
|
Issuance
of the Residual Certificates.
|
|
SECTION
2.09.
|
Establishment
of the Trust.
|
|
SECTION
2.10.
|
Purpose
and Powers of the Trust.
|
ARTICLE
III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS
|
SECTION
3.01.
|
The
Servicer to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
No
Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee
or
the Certificateholders.
|
|
SECTION
3.05.
|
Assumption
or Termination of Sub-Servicing Agreement by Successor
Servicer.
|
|
SECTION
3.06.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.07.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.08.
|
Collection
Account and Distribution Account.
|
|
SECTION
3.09.
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.10.
|
Investment
of Funds in the Investment Accounts.
|
|
SECTION
3.11.
|
Maintenance
of Hazard Insurance, Errors and Omissions and Fidelity Coverage
and
Primary Mortgage Insurance.
|
|
SECTION
3.12.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements
|
|
SECTION
3.13.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.14.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.15.
|
Servicing
Compensation.
|
|
SECTION
3.16.
|
Collection
Account Statements.
|
|
SECTION
3.17.
|
Annual
Statement as to Compliance.
|
|
SECTION
3.18.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.19.
|
[Reserved].
|
|
SECTION
3.20.
|
Annual
Certification; Additional Information.
|
|
SECTION
3.21.
|
Access
to Certain Documentation.
|
|
SECTION
3.22.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.23.
|
Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls; Relief
Act
Interest Shortfalls.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.25.
|
Reserve
Fund.
|
|
SECTION
3.26.
|
Advance
Facility.
|
|
SECTION
3.27.
|
Indemnification.
|
ARTICLE
IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER
SERVICER
|
SECTION
4.01.
|
Master
Servicer.
|
|
SECTION
4.02.
|
REMIC-Related
Covenants.
|
|
SECTION
4.03.
|
Monitoring
of Servicer.
|
|
SECTION
4.04.
|
Fidelity
Bond.
|
|
SECTION
4.05.
|
Power
to Act; Procedures.
|
|
SECTION
4.06.
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
SECTION
4.07.
|
Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
|
|
SECTION
4.08.
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
|
SECTION
4.09.
|
Presentment
of Claims and Collection of Proceeds.
|
|
SECTION
4.10.
|
Maintenance
of Primary Mortgage Insurance Policies.
|
|
SECTION
4.11.
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
|
SECTION
4.12.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
4.13.
|
Compensation
for the Master Servicer.
|
|
SECTION
4.14.
|
REO
Property.
|
|
SECTION
4.15.
|
Master
Servicer Annual Statement of Compliance.
|
|
SECTION
4.16.
|
Master
Servicer Assessments of Compliance.
|
|
SECTION
4.17.
|
Master
Servicer Attestation Reports.
|
|
SECTION
4.18.
|
Annual
Certification.
|
|
SECTION
4.19.
|
Obligation
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
4.20.
|
Prepayment
Penalty Verification.
|
ARTICLE
V
PAYMENTS TO CERTIFICATEHOLDERS
|
SECTION
5.01.
|
Distributions.
|
|
SECTION
5.02.
|
Statements
to Certificateholders.
|
|
SECTION
5.03.
|
Servicer
Reports; P&I Advances.
|
|
SECTION
5.04.
|
Allocation
of Realized Losses.
|
|
SECTION
5.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
5.06.
|
Reports
Filed with Securities and Exchange Commission.
|
|
SECTION
5.07.
|
Supplemental
Interest Trust.
|
|
SECTION
5.08.
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
ARTICLE
VI THE CERTIFICATES
|
SECTION
6.01.
|
The
Certificates.
|
|
SECTION
6.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
6.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
6.04.
|
Persons
Deemed Owners.
|
|
SECTION
6.05.
|
Certain
Available Information.
|
ARTICLE
VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER
|
SECTION
7.01.
|
Liability
of the Depositor, the Servicer and the Master Servicer.
|
|
SECTION
7.02.
|
Merger
or Consolidation of the Depositor, the Servicer or the Master
Servicer.
|
|
SECTION
7.03.
|
Limitation
on Liability of the Depositor, the Servicer, the Master Servicer
and
Others.
|
|
SECTION
7.04.
|
Limitation
on Resignation of the Servicer.
|
|
SECTION
7.05.
|
Limitation
on Resignation of the Master Servicer.
|
|
SECTION
7.06.
|
Assignment
of Master Servicing.
|
|
SECTION
7.07.
|
Rights
of the Depositor in Respect of the Servicer and the Master
Servicer.
|
|
SECTION
7.08.
|
Duties
of the Credit Risk Manager.
|
|
SECTION
7.09.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
7.10.
|
Removal
of the Credit Risk Manager.
|
|
SECTION
7.11.
|
Transfer
of Servicing by Sponsor.
|
ARTICLE
VIII DEFAULT
|
SECTION
8.01.
|
Servicer
Events of Default.
|
|
SECTION
8.02.
|
Master
Servicer to Act; Appointment of Successor.
|
|
SECTION
8.03.
|
Notification
to Certificateholders.
|
|
SECTION
8.04.
|
Waiver
of Events of Default.
|
ARTICLE
IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
SECTION
9.01.
|
Duties
of Trustee and Securities Administrator.
|
|
SECTION
9.02.
|
Certain
Matters Affecting Trustee and Securities Administrator.
|
|
SECTION
9.03.
|
Trustee
and Securities Administrator not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
9.04.
|
Trustee
and Securities Administrator May Own Certificates.
|
|
SECTION
9.05.
|
Fees
and Expenses of Trustee, Custodians and Securities
Administrator.
|
|
SECTION
9.06.
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
|
SECTION
9.07.
|
Resignation
and Removal of Trustee and Securities Administrator.
|
|
SECTION
9.08.
|
Successor
Trustee or Securities Administrator.
|
|
SECTION
9.09.
|
Merger
or Consolidation of Trustee or Securities Administrator.
|
|
SECTION
9.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
9.11.
|
Appointment
of Office or Agency.
|
|
SECTION
9.12.
|
Representations
and Warranties.
|
ARTICLE
X
TERMINATION
|
XXXXXXX
00.00.
|
Xxxxxxxxxxx
Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans.
|
|
SECTION
10.02.
|
Additional
Termination Requirements.
|
ARTICLE
XI REMIC PROVISIONS
|
SECTION
11.01.
|
REMIC
Administration.
|
|
SECTION
11.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
11.03.
|
Indemnification.
|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
SECTION
12.01.
|
Amendment.
|
|
SECTION
12.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
12.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
12.04.
|
Governing
Law.
|
|
SECTION
12.05.
|
Notices.
|
|
SECTION
12.06.
|
Severability
of Provisions.
|
|
SECTION
12.07.
|
Notice
to Rating Agencies.
|
|
SECTION
12.08.
|
Article
and Section References.
|
|
SECTION
12.09.
|
Grant
of Security Interest.
|
|
SECTION
12.10.
|
Survival
of Indemnification.
|
|
SECTION
12.11.
|
Intention
of the Parties and Interpretation.
|
|
SECTION
12.12.
|
Indemnification.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificate
|
|
Exhibit
A-2
|
Form
of Class M Certificate
|
|
Exhibit
A-3
|
Form
of Class CE-1 Certificate and Class CE-2 Certificate
|
|
Exhibit
A-4
|
Form
of Class P Certificate
|
|
Exhibit
A-5
|
Form
of Class R Certificate
|
|
Exhibit
B-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Class P Certificates,
Class CE-1
Certificates, Class CE-2 Certificates and Residual Certificates
Pursuant
to Rule 144A Under the Securities Act
|
|
Exhibit
B-2
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Class P Certificates,
Class CE-1
Certificates, Class CE-2 Certificates and Residual Certificates
Pursuant
to Rule 501(a) Under the Securities Act
|
|
Exhibit
B-3
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
C
|
Form
of Back-Up Certification
|
|
Exhibit
D
|
Form
of Power of Attorney
|
|
Exhibit
E
|
Servicing
Criteria
|
|
Exhibit
F
|
Mortgage
Loan Purchase Agreement between the Sponsor and the
Depositor
|
|
Exhibit
G
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
H
|
Additional
Disclosure Notification
|
|
Exhibit
I
|
Swap
Agreement
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
|
Schedule
3
|
Reserved
|
|
Schedule
4
|
Standard
File Layout - Delinquency Reporting
|
|
Schedule
5
|
Standard
File Layout - Master Servicing
|
|
Schedule
6
|
Data
Requirements of Servicing Advances Incurred Prior to Cut-off
Date
|
This
Pooling and Servicing Agreement, is dated and effective as of May 1, 2006,
among
ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as Servicer,
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and Securities
Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest of the Trust Fund created hereunder. The Trust Fund will
consist of a segregated pool of assets comprised of the Mortgage Loans and
certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Securities Administrator will elect to treat the segregated
pool of assets consisting of the Mortgage Loans and certain other related
assets
subject to this Agreement (other than the Reserve Fund and, for the avoidance
of
doubt, the Supplemental Interest Trust and the Swap Agreement) as a REMIC
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC I”. The Class R-I Interest will be the sole class of
“residual interests” in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
REMIC I
Remittance Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
| Designation |
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
|
I
|
Variable(2)
|
$
|
6,177.58
|
June
25, 2036
|
||||||
|
I-1-A
|
Variable(2)
|
$
|
3,237,219.83
|
June
25, 2036
|
||||||
|
I-1-B
|
Variable(2)
|
$
|
3,237,219.83
|
June
25, 2036
|
||||||
|
I-2-A
|
Variable(2)
|
$
|
3,846,737.81
|
June
25, 2036
|
||||||
|
I-2-B
|
Variable(2)
|
$
|
3,846,737.81
|
June
25, 2036
|
||||||
|
I-3-A
|
Variable(2)
|
$
|
4,443,615.60
|
June
25, 2036
|
||||||
|
I-3-B
|
Variable(2)
|
$
|
4,443,615.60
|
June
25, 2036
|
||||||
|
I-4-A
|
Variable(2)
|
$
|
5,026,046.71
|
June
25, 2036
|
||||||
|
I-4-B
|
Variable(2)
|
$
|
5,026,046.71
|
June
25, 2036
|
||||||
|
I-5-A
|
Variable(2)
|
$
|
5,589,057.61
|
June
25, 2036
|
||||||
|
I-5-B
|
Variable(2)
|
$
|
5,589,057.61
|
June
25, 2036
|
||||||
|
I-6-A
|
Variable(2)
|
$
|
6,127,618.07
|
June
25, 2036
|
||||||
|
I-6-B
|
Variable(2)
|
$
|
6,127,618.07
|
June
25, 2036
|
||||||
|
I-7-A
|
Variable(2)
|
$
|
6,635,438.76
|
June
25, 2036
|
||||||
|
I-7-B
|
Variable(2)
|
$
|
6,635,438.76
|
June
25, 2036
|
||||||
|
I-8-A
|
Variable(2)
|
$
|
7,106,391.30
|
June
25, 2036
|
||||||
|
I-8-B
|
Variable(2)
|
$
|
7,106,391.30
|
June
25, 2036
|
||||||
|
I-9-A
|
Variable(2)
|
$
|
7,522,766.62
|
June
25, 2036
|
||||||
|
I-9-B
|
Variable(2)
|
$
|
7,522,766.62
|
June
25, 2036
|
||||||
|
I-10-A
|
Variable(2)
|
$
|
7,368,661.88
|
June
25, 2036
|
||||||
|
I-10-B
|
Variable(2)
|
$
|
7,368,661.88
|
June
25, 2036
|
||||||
|
I-11-A
|
Variable(2)
|
$
|
7,067,268.73
|
June
25, 2036
|
||||||
|
I-11-B
|
Variable(2)
|
$
|
7,067,268.73
|
June
25, 2036
|
||||||
|
I-12-A
|
Variable(2)
|
$
|
6,770,121.86
|
June
25, 2036
|
||||||
|
I-12-B
|
Variable(2)
|
$
|
6,770,121.86
|
June
25, 2036
|
||||||
|
I-13-A
|
Variable(2)
|
$
|
6,485,228.97
|
June
25, 2036
|
||||||
|
I-13-B
|
Variable(2)
|
$
|
6,485,228.97
|
June
25, 2036
|
||||||
|
I-14-A
|
Variable(2)
|
$
|
6,212,336.85
|
June
25, 2036
|
||||||
|
I-14-B
|
Variable(2)
|
$
|
6,212,336.85
|
June
25, 2036
|
||||||
|
I-15-A
|
Variable(2)
|
$
|
5,950,939.54
|
June
25, 2036
|
||||||
|
I-15-B
|
Variable(2)
|
$
|
5,950,939.54
|
June
25, 2036
|
||||||
|
I-16-A
|
Variable(2)
|
$
|
5,700,552.40
|
June
25, 2036
|
||||||
|
I-16-B
|
Variable(2)
|
$
|
5,700,552.40
|
June
25, 2036
|
||||||
|
I-17-A
|
Variable(2)
|
$
|
5,460,711.26
|
June
25, 2036
|
||||||
|
I-17-B
|
Variable(2)
|
$
|
5,460,711.26
|
June
25, 2036
|
||||||
|
I-18-A
|
Variable(2)
|
$
|
5,258,256.85
|
June
25, 2036
|
||||||
|
I-18-B
|
Variable(2)
|
$
|
5,258,256.85
|
June
25, 2036
|
||||||
|
I-19-A
|
Variable(2)
|
$
|
5,084,661.18
|
June
25, 2036
|
||||||
|
I-19-B
|
Variable(2)
|
$
|
5,084,661.18
|
June
25, 2036
|
||||||
|
I-20-A
|
Variable(2)
|
$
|
5,096,159.97
|
June
25, 2036
|
||||||
|
I-20-B
|
Variable(2)
|
$
|
5,096,159.97
|
June
25, 2036
|
||||||
|
I-21-A
|
Variable(2)
|
$
|
14,824,435.98
|
June
25, 2036
|
||||||
|
I-21-B
|
Variable(2)
|
$
|
14,824,435.98
|
June
25, 2036
|
||||||
|
I-22-A
|
Variable(2)
|
$
|
15,149,709.05
|
June
25, 2036
|
||||||
|
I-22-B
|
Variable(2)
|
$
|
15,149,709.05
|
June
25, 2036
|
||||||
|
I-23-A
|
Variable(2)
|
$
|
12,674,531.19
|
June
25, 2036
|
||||||
|
I-23-B
|
Variable(2)
|
$
|
12,674,531.19
|
June
25, 2036
|
||||||
|
I-24-A
|
Variable(2)
|
$
|
10,400,197.55
|
June
25, 2036
|
||||||
|
I-24-B
|
Variable(2)
|
$
|
10,400,197.55
|
June
25, 2036
|
||||||
|
I-25-A
|
Variable(2)
|
$
|
4,210,354.29
|
June
25, 2036
|
||||||
|
I-25-B
|
Variable(2)
|
$
|
4,210,354.29
|
June
25, 2036
|
||||||
|
I-26-A
|
Variable(2)
|
$
|
2,512,546.02
|
June
25, 2036
|
||||||
|
I-26-B
|
Variable(2)
|
$
|
2,512,546.02
|
June
25, 2036
|
||||||
|
I-27-A
|
Variable(2)
|
$
|
2,313,633.60
|
June
25, 2036
|
||||||
|
I-27-B
|
Variable(2)
|
$
|
2,313,633.60
|
June
25, 2036
|
||||||
|
I-28-A
|
Variable(2)
|
$
|
2,201,428.91
|
June
25, 2036
|
||||||
|
I-28-B
|
Variable(2)
|
$
|
2,201,428.91
|
June
25, 2036
|
||||||
|
I-29-A
|
Variable(2)
|
$
|
2,097,276.87
|
June
25, 2036
|
||||||
|
I-29-B
|
Variable(2)
|
$
|
2,097,276.87
|
June
25, 2036
|
||||||
|
I-30-A
|
Variable(2)
|
$
|
1,998,088.04
|
June
25, 2036
|
||||||
|
I-30-B
|
Variable(2)
|
$
|
1,998,088.04
|
June
25, 2036
|
||||||
|
I-31-A
|
Variable(2)
|
$
|
1,903,620.72
|
June
25, 2036
|
||||||
|
I-31-B
|
Variable(2)
|
$
|
1,903,620.72
|
June
25, 2036
|
||||||
|
I-32-A
|
Variable(2)
|
$
|
1,813,657.25
|
June
25, 2036
|
||||||
|
I-32-B
|
Variable(2)
|
$
|
1,813,657.25
|
June
25, 2036
|
||||||
|
I-33-A
|
Variable(2)
|
$
|
1,727,939.64
|
June
25, 2036
|
||||||
|
I-33-B
|
Variable(2)
|
$
|
1,727,939.64
|
June
25, 2036
|
||||||
|
I-34-A
|
Variable(2)
|
$
|
1,646,209.05
|
June
25, 2036
|
||||||
|
I-34-B
|
Variable(2)
|
$
|
1,646,209.05
|
June
25, 2036
|
||||||
|
I-35-A
|
Variable(2)
|
$
|
1,568,294.04
|
June
25, 2036
|
||||||
|
I-35-B
|
Variable(2)
|
$
|
1,568,294.04
|
June
25, 2036
|
||||||
|
I-36-A
|
Variable(2)
|
$
|
1,494,297.71
|
June
25, 2036
|
||||||
|
I-36-B
|
Variable(2)
|
$
|
1,494,297.71
|
June
25, 2036
|
||||||
|
I-37-A
|
Variable(2)
|
$
|
1,423,826.88
|
June
25, 2036
|
||||||
|
I-37-B
|
Variable(2)
|
$
|
1,423,826.88
|
June
25, 2036
|
||||||
|
I-38-A
|
Variable(2)
|
$
|
1,356,707.73
|
June
25, 2036
|
||||||
|
I-38-B
|
Variable(2)
|
$
|
1,356,707.73
|
June
25, 2036
|
||||||
|
I-39-A
|
Variable(2)
|
$
|
1,292,774.55
|
June
25, 2036
|
||||||
|
I-39-B
|
Variable(2)
|
$
|
1,292,774.55
|
June
25, 2036
|
||||||
|
I-40-A
|
Variable(2)
|
$
|
1,231,881.57
|
June
25, 2036
|
||||||
|
I-40-B
|
Variable(2)
|
$
|
1,231,881.57
|
June
25, 2036
|
||||||
|
I-41-A
|
Variable(2)
|
$
|
1,173,877.70
|
June
25, 2036
|
||||||
|
I-41-B
|
Variable(2)
|
$
|
1,173,877.70
|
June
25, 2036
|
||||||
|
I-42-A
|
Variable(2)
|
$
|
1,118,630.07
|
June
25, 2036
|
||||||
|
I-42-B
|
Variable(2)
|
$
|
1,118,630.07
|
June
25, 2036
|
||||||
|
I-43-A
|
Variable(2)
|
$
|
22,908,939.53
|
June
25, 2036
|
||||||
|
I-43-B
|
Variable(2)
|
$
|
22,908,939.53
|
June
25, 2036
|
||||||
|
II
|
Variable(2)
|
$
|
3,822.42
|
June
25, 2036
|
||||||
|
II-1-A
|
Variable(2)
|
$
|
2,003,052.19
|
June
25, 2036
|
||||||
|
II-1-B
|
Variable(2)
|
$
|
2,003,052.19
|
June
25, 2036
|
||||||
|
II-2-A
|
Variable(2)
|
$
|
2,380,195.66
|
June
25, 2036
|
||||||
|
II-2-B
|
Variable(2)
|
$
|
2,380,195.66
|
June
25, 2036
|
||||||
|
II-3-A
|
Variable(2)
|
$
|
2,749,517.92
|
June
25, 2036
|
||||||
|
II-3-B
|
Variable(2)
|
$
|
2,749,517.92
|
June
25, 2036
|
||||||
|
II-4-A
|
Variable(2)
|
$
|
3,109,901.21
|
June
25, 2036
|
||||||
|
II-4-B
|
Variable(2)
|
$
|
3,109,901.21
|
June
25, 2036
|
||||||
|
II-5-A
|
Variable(2)
|
$
|
3,458,268.11
|
June
25, 2036
|
||||||
|
II-5-B
|
Variable(2)
|
$
|
3,458,268.11
|
June
25, 2036
|
||||||
|
II-6-A
|
Variable(2)
|
$
|
3,791,506.11
|
June
25, 2036
|
||||||
|
II-6-B
|
Variable(2)
|
$
|
3,791,506.11
|
June
25, 2036
|
||||||
|
II-7-A
|
Variable(2)
|
$
|
4,105,723.69
|
June
25, 2036
|
||||||
|
II-7-B
|
Variable(2)
|
$
|
4,105,723.69
|
June
25, 2036
|
||||||
|
II-8-A
|
Variable(2)
|
$
|
4,397,128.83
|
June
25, 2036
|
||||||
|
II-8-B
|
Variable(2)
|
$
|
4,397,128.83
|
June
25, 2036
|
||||||
|
II-9-A
|
Variable(2)
|
$
|
4,654,763.95
|
June
25, 2036
|
||||||
|
II-9-B
|
Variable(2)
|
$
|
4,654,763.95
|
June
25, 2036
|
||||||
|
II-10-A
|
Variable(2)
|
$
|
4,559,410.57
|
June
25, 2036
|
||||||
|
II-10-B
|
Variable(2)
|
$
|
4,559,410.57
|
June
25, 2036
|
||||||
|
II-11-A
|
Variable(2)
|
$
|
4,372,921.47
|
June
25, 2036
|
||||||
|
II-11-B
|
Variable(2)
|
$
|
4,372,921.47
|
June
25, 2036
|
||||||
|
II-12-A
|
Variable(2)
|
$
|
4,189,059.79
|
June
25, 2036
|
||||||
|
II-12-B
|
Variable(2)
|
$
|
4,189,059.79
|
June
25, 2036
|
||||||
|
II-13-A
|
Variable(2)
|
$
|
4,012,780.33
|
June
25, 2036
|
||||||
|
II-13-B
|
Variable(2)
|
$
|
4,012,780.33
|
June
25, 2036
|
||||||
|
II-14-A
|
Variable(2)
|
$
|
3,843,926.45
|
June
25, 2036
|
||||||
|
II-14-B
|
Variable(2)
|
$
|
3,843,926.45
|
June
25, 2036
|
||||||
|
II-15-A
|
Variable(2)
|
$
|
3,682,185.05
|
June
25, 2036
|
||||||
|
II-15-B
|
Variable(2)
|
$
|
3,682,185.05
|
June
25, 2036
|
||||||
|
II-16-A
|
Variable(2)
|
$
|
3,527,256.28
|
June
25, 2036
|
||||||
|
II-16-B
|
Variable(2)
|
$
|
3,527,256.28
|
June
25, 2036
|
||||||
|
II-17-A
|
Variable(2)
|
$
|
3,378,852.91
|
June
25, 2036
|
||||||
|
II-17-B
|
Variable(2)
|
$
|
3,378,852.91
|
June
25, 2036
|
||||||
|
II-18-A
|
Variable(2)
|
$
|
3,253,582.84
|
June
25, 2036
|
||||||
|
II-18-B
|
Variable(2)
|
$
|
3,253,582.84
|
June
25, 2036
|
||||||
|
II-19-A
|
Variable(2)
|
$
|
3,146,169.32
|
June
25, 2036
|
||||||
|
II-19-B
|
Variable(2)
|
$
|
3,146,169.32
|
June
25, 2036
|
||||||
|
II-20-A
|
Variable(2)
|
$
|
3,153,284.27
|
June
25, 2036
|
||||||
|
II-20-B
|
Variable(2)
|
$
|
3,153,284.27
|
June
25, 2036
|
||||||
|
II-21-A
|
Variable(2)
|
$
|
9,172,722.43
|
June
25, 2036
|
||||||
|
II-21-B
|
Variable(2)
|
$
|
9,172,722.43
|
June
25, 2036
|
||||||
|
II-22-A
|
Variable(2)
|
$
|
9,373,987.39
|
June
25, 2036
|
||||||
|
II-22-B
|
Variable(2)
|
$
|
9,373,987.39
|
June
25, 2036
|
||||||
|
II-23-A
|
Variable(2)
|
$
|
7,842,453.95
|
June
25, 2036
|
||||||
|
II-23-B
|
Variable(2)
|
$
|
7,842,453.95
|
June
25, 2036
|
||||||
|
II-24-A
|
Variable(2)
|
$
|
6,435,194.26
|
June
25, 2036
|
||||||
|
II-24-B
|
Variable(2)
|
$
|
6,435,194.26
|
June
25, 2036
|
||||||
|
II-25-A
|
Variable(2)
|
$
|
2,605,185.87
|
June
25, 2036
|
||||||
|
II-25-B
|
Variable(2)
|
$
|
2,605,185.87
|
June
25, 2036
|
||||||
|
II-26-A
|
Variable(2)
|
$
|
1,554,655.25
|
June
25, 2036
|
||||||
|
II-26-B
|
Variable(2)
|
$
|
1,554,655.25
|
June
25, 2036
|
||||||
|
II-27-A
|
Variable(2)
|
$
|
1,431,576.81
|
June
25, 2036
|
||||||
|
II-27-B
|
Variable(2)
|
$
|
1,431,576.81
|
June
25, 2036
|
||||||
|
II-28-A
|
Variable(2)
|
$
|
1,362,149.38
|
June
25, 2036
|
||||||
|
II-28-B
|
Variable(2)
|
$
|
1,362,149.38
|
June
25, 2036
|
||||||
|
II-29-A
|
Variable(2)
|
$
|
1,297,704.58
|
June
25, 2036
|
||||||
|
II-29-B
|
Variable(2)
|
$
|
1,297,704.58
|
June
25, 2036
|
||||||
|
II-30-A
|
Variable(2)
|
$
|
1,236,330.81
|
June
25, 2036
|
||||||
|
II-30-B
|
Variable(2)
|
$
|
1,236,330.81
|
June
25, 2036
|
||||||
|
II-31-A
|
Variable(2)
|
$
|
1,177,878.51
|
June
25, 2036
|
||||||
|
II-31-B
|
Variable(2)
|
$
|
1,177,878.51
|
June
25, 2036
|
||||||
|
II-32-A
|
Variable(2)
|
$
|
1,122,212.99
|
June
25, 2036
|
||||||
|
II-32-B
|
Variable(2)
|
$
|
1,122,212.99
|
June
25, 2036
|
||||||
|
II-33-A
|
Variable(2)
|
$
|
1,069,174.62
|
June
25, 2036
|
||||||
|
II-33-B
|
Variable(2)
|
$
|
1,069,174.62
|
June
25, 2036
|
||||||
|
II-34-A
|
Variable(2)
|
$
|
1,018,603.25
|
June
25, 2036
|
||||||
|
II-34-B
|
Variable(2)
|
$
|
1,018,603.25
|
June
25, 2036
|
||||||
|
II-35-A
|
Variable(2)
|
$
|
970,392.80
|
June
25, 2036
|
||||||
|
II-35-B
|
Variable(2)
|
$
|
970,392.80
|
June
25, 2036
|
||||||
|
II-36-A
|
Variable(2)
|
$
|
924,607.05
|
June
25, 2036
|
||||||
|
II-36-B
|
Variable(2)
|
$
|
924,607.05
|
June
25, 2036
|
||||||
|
II-37-A
|
Variable(2)
|
$
|
881,002.74
|
June
25, 2036
|
||||||
|
II-37-B
|
Variable(2)
|
$
|
881,002.74
|
June
25, 2036
|
||||||
|
II-38-A
|
Variable(2)
|
$
|
839,472.30
|
June
25, 2036
|
||||||
|
II-38-B
|
Variable(2)
|
$
|
839,472.30
|
June
25, 2036
|
||||||
|
II-39-A
|
Variable(2)
|
$
|
799,913.21
|
June
25, 2036
|
||||||
|
II-39-B
|
Variable(2)
|
$
|
799,913.21
|
June
25, 2036
|
||||||
|
II-40-A
|
Variable(2)
|
$
|
762,235.26
|
June
25, 2036
|
||||||
|
II-40-B
|
Variable(2)
|
$
|
762,235.26
|
June
25, 2036
|
||||||
|
II-41-A
|
Variable(2)
|
$
|
726,344.95
|
June
25, 2036
|
||||||
|
II-41-B
|
Variable(2)
|
$
|
726,344.95
|
June
25, 2036
|
||||||
|
II-42-A
|
Variable(2)
|
$
|
692,160.11
|
June
25, 2036
|
||||||
|
II-42-B
|
Variable(2)
|
$
|
692,160.11
|
June
25, 2036
|
||||||
|
II-43-A
|
Variable(2)
|
$
|
14,175,064.98
|
June
25, 2036
|
||||||
|
II-43-B
|
Variable(2)
|
$
|
14,175,064.98
|
June
25, 2036
|
||||||
|
CE-2
|
Variable(2)
|
$
|
N/A(3)
|
|
June
25, 2036
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC I Regular
Interest.
|
|
(2)
(3)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
REMIC
I Regular Interest CE-2 will not have an Uncertificated Balance,
but will
accrue interest on their Notional Amount described in accordance
with the
definition of “Notional Amount” herein.
|
REMIC
II
As
provided herein, the Securities Administrator will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC II.” The Class R-II Interest will evidence the sole class
of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the REMIC II Remittance
Rate, the initial aggregate Uncertificated Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests. None of the REMIC II
Regular Interests will be certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
|
AA
|
Variable(2)
|
|
$
|
356,992,548.01
|
June
25, 2036
|
|||||
|
A-1
|
Variable(2)
|
|
$
|
1,755,280.00
|
June
25, 2036
|
|||||
|
A-2A
|
Variable(2)
|
|
$
|
558,610.00
|
June
25, 2036
|
|||||
|
A-2B
|
Variable(2)
|
|
$
|
239,275.00
|
June
25, 2036
|
|||||
|
A-2C
|
Variable(2)
|
|
$
|
167,730.00
|
June
25, 2036
|
|||||
|
A-2D
|
Variable(2)
|
|
$
|
120,475.00
|
June
25, 2036
|
|||||
|
M-1
|
Variable(2)
|
|
$
|
136,605.00
|
June
25, 2036
|
|||||
|
M-2
|
Variable(2)
|
|
$
|
127,495.00
|
June
25, 2036
|
|||||
|
M-3
|
Variable(2)
|
|
$
|
78,320.00
|
June
25, 2036
|
|||||
|
M-4
|
Variable(2)
|
|
$
|
67,390.00
|
June
25, 2036
|
|||||
|
M-5
|
Variable(2)
|
|
$
|
63,750.00
|
June
25, 2036
|
|||||
|
M-6
|
Variable(2)
|
|
$
|
54,640.00
|
June
25, 2036
|
|||||
|
M-7
|
Variable(2)
|
|
$
|
54,640.00
|
June
25, 2036
|
|||||
|
M-8
|
Variable(2)
|
|
$
|
47,355.00
|
June
25, 2036
|
|||||
|
M-9
|
Variable(2)
|
|
$
|
34,605.00
|
June
25, 2036
|
|||||
|
M-10
|
Variable(2)
|
|
$
|
27,320.00
|
June
25, 2036
|
|||||
|
M-11
|
Variable(2)
|
|
$
|
36,430.00
|
June
25, 2036
|
|||||
|
ZZ
|
Variable(2)
|
|
$
|
3,715,642.20
|
June
25, 2036
|
|||||
|
IO
|
Variable(2)
|
|
N/A(3)
|
|
June
25, 2036
|
|||||
|
P
|
N/A(4)
|
|
$
|
100.00
|
June
25, 2036
|
|||||
|
I-SUB
|
Variable(2)
|
|
$
|
9,901.54
|
June
25, 2036
|
|||||
|
I-GRP
|
Variable(2)
|
|
$
|
45,007.15
|
June
25, 2036
|
|||||
|
II-SUB
|
Variable(2)
|
|
$
|
6,126.68
|
June
25, 2036
|
|||||
|
II-GRP
|
Variable(2)
|
|
$
|
27,848.48
|
June
25, 2036
|
|||||
|
XX
|
Variable(2)
|
|
$
|
364,189,226.36
|
June
25, 2036
|
|||||
|
CE-2
|
(5)
|
|
N/A(6)
|
|
June
25, 2036
|
|||||
__________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Balance,
but will
accrue interest on its Notional
Amount.
|
|
(4)
|
REMIC
II Regular Interest P will not accrue interest but will be entitled
to
100% of the Prepayment Charges.
|
|
(5)
|
REMIC
II Regular Interest CE-2 will not have a REMIC II Remittance Rate,
but
will be entitled to 100% of the amounts distributed on REMIC I
Regular
Interest CE-2.
|
|
(6)
|
For
federal income tax purposes, the REMIC II Regular Interest CE-2
will not
have an Uncertificated Balance, but will have an Notional Amount
equal to
the Notional Amount of REMIC I Regular Interest
CE-2.
|
REMIC
III
As
provided herein, the Securities Administrator will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC III.” The Class R-III Interest will evidence the sole class
of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Pass-Through
Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the indicated Classes of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|||||||
|
Class
A-1
|
Variable(2)
|
|
$
|
351,056,000.00
|
June
25, 2036
|
|||||
|
Class
A-2A
|
Variable(2)
|
|
$
|
111,722,000.00
|
June
25, 2036
|
|||||
|
Class
A-2B
|
Variable(2)
|
|
$
|
47,855,000.00
|
June
25, 2036
|
|||||
|
Class
A-2C
|
Variable(2)
|
|
$
|
33,546,000.00
|
June
25, 2036
|
|||||
|
Class
A-2D
|
Variable(2)
|
|
$
|
24,095,000.00
|
June
25, 2036
|
|||||
|
Class
M-1
|
Variable(2)
|
|
$
|
27,321,000.00
|
June
25, 2036
|
|||||
|
Class
M-2
|
Variable(2)
|
|
$
|
25,499,000.00
|
June
25, 2036
|
|||||
|
Class
M-3
|
Variable(2)
|
|
$
|
15,644,000.00
|
June
25, 2036
|
|||||
|
Class
M-4
|
Variable(2)
|
|
$
|
13,478,000.00
|
June
25, 2036
|
|||||
|
Class
M-5
|
Variable(2)
|
|
$
|
12,750,000.00
|
June
25, 2036
|
|||||
|
Class
M-6
|
Variable(2)
|
|
$
|
10,928,000.00
|
June
25, 2036
|
|||||
|
Class
M-7
|
Variable(2)
|
|
$
|
10,928,000.00
|
June
25, 2036
|
|||||
|
Class
M-8
|
Variable(2)
|
|
$
|
9,471,000.00
|
June
25, 2036
|
|||||
|
Class
M-9
|
Variable(2)
|
|
$
|
6,921,000.00
|
June
25, 2036
|
|||||
|
Class
M-10
|
Variable(2)
|
|
$
|
5,464,000.00
|
June
25, 2036
|
|||||
|
Class
M-11
|
Variable(2)
|
|
$
|
7,286,000.00
|
June
25, 2036
|
|||||
|
Class
P
|
N/A(3)
|
|
$
|
100.00
|
June
25, 2036
|
|||||
|
Class
CE-1
|
N/A(4)
|
|
$
|
14,572,220.43
|
June
25, 2036
|
|||||
|
Class
CE-2
|
N/A(5)
|
|
N/A(6)
|
|
June
25, 2036
|
|||||
|
Class
IO Interest
|
N/A(7)
|
|
N/A(7)
|
|
June
25, 2036
|
|||||
_________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates.
(2)
Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3)
The
Class
P Certificates will not accrue interest.
(4)
The
Class
CE-1 Certificates will accrue interest at their variable Pass-Through Rate
on
the Notional Amount of the Class CE-1 Certificates outstanding from time
to time
which shall equal the Uncertificated Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest P). The Class CE-1 Certificates will
not
accrue interest on their Certificate Principal Balance.
(5)
The
Class
CE-2 Certificates are an interest only class and for each Distribution Date
the
Class CE-2 Certificates will be entitled to receive 100% of the amounts
distributed on REMIC II Regular Interest CE-2.
(6)
For
federal income tax purposes, the Class CE-2 Certificates will not have a
Certificate Principal Balance, but will have a Notional Amount equal to the
Notional Amount of REMIC II Regular Interest CE-2.
(5)
The
Class
IO Interest will not have a Pass-Through Rate or a Certificate Principal
Balance, but will be entitled to 100% of amounts distributed on REMIC II
Regular
Interest IO.
The Mortgage Loans had an aggregate Scheduled Principal Balance as of the
Cut-off Date, after deducting all Monthly Payments due on or before the Cut-off
Date, of $728,556,320.43. As of the Cut-off Date, the Group I Mortgage Loans
had
an aggregate Scheduled Principal Balance equal to $450,071,477.10 and the
Group
II Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$278,484,843.33.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer, the Master Servicer, the Securities Administrator and the Trustee
agree as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01. Defined
Terms.
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“Accepted
Master Servicing Practices”:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
master servicing practices of prudent mortgage servicing institutions that
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 Master Servicer (except in its capacity as successor
to
the Servicer), or (y) as provided in Section 3.01 hereof, but in no event
below
the standard set forth in clause (x).
“Accepted
Servicing Practices”:
As
defined in Section 3.01.
“Account”:
The
Collection Account and the Distribution Account as the context may
require.
“Accrued
Certificate Interest”:
With
respect to any Class A Certificate, Mezzanine Certificate, Class CE-1
Certificate or Class CE-2 Certificate and each Distribution Date, interest
accrued during the related Interest Accrual Period at the Pass-Through Rate
for
such Certificate for such Distribution Date on the Certificate Principal
Balance, in the case of the Class A Certificates and the Mezzanine Certificates,
or on the Notional Amount in the case of the Class CE-1 Certificates and
Class
CE-2 Certificates, of such Certificate immediately prior to such Distribution
Date. The Class P Certificates are not entitled to distributions in respect
of
interest and, accordingly, will not accrue interest. All distributions of
interest on the Class A Certificates and the Mezzanine Certificates will
be
calculated on the basis of a 360-day year and the actual number of days in
the
applicable Interest Accrual Period. All distributions of interest on the
Class
CE-1 Certificates and Class CE-2 Certificates will be based on a 360-day
year
consisting of twelve 30-day months. Accrued Certificate Interest with respect
to
each Distribution Date, as to any Class A Certificate, Mezzanine Certificate
or
Class CE-1 Certificate shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof, if any, of
the
sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
3.23
or Section 4.18 of this Agreement and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any, for such Distribution Date. In addition, Accrued
Certificate Interest with respect to each Distribution Date, as to any Class
CE-1 Certificate, shall be reduced by an amount equal to the portion allocable
to such Class CE-1 Certificate of Realized Losses, if any, pursuant to Section
1.02 and Section 5.04 hereof.
“Additional
Disclosure Notification”:
Has
the meaning set forth in Section 5.06(a).
“Additional
Form 10-D Disclosure”:
Has
the meaning set forth in Section 5.06(a) of this Agreement.
“Additional
Form 10-K Disclosure”:
Has
the meaning set forth in Section 5.06(d) of this Agreement.
“Additional
Servicer”:
Means
each affiliate of the Servicer that Services any of the Mortgage Loans and
each
Person who is not an affiliate of the Servicer. For clarification purposes,
the
Master Servicer and the Securities Administrator are Additional
Servicers.
“Adjustable
Rate Mortgage Loan”:
Each
of the Mortgage Loans identified in the Mortgage Loan Schedule as having
a
Mortgage Rate that is subject to adjustment.
“Adjustment
Date”:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month
in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Administration
Fees”:
The
sum of (i) the Servicing Fee, (ii) the Master Servicing Fee and (iii) the
Credit
Risk Management Fee.
“Administration
Fee Rate”:
The
sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate and
(iii)
the Credit Risk Management Fee Rate.
“Advance
Facility”:
As
defined in Section 3.26(a).
“Advance
Financing Person”:
As
defined in Section 3.26(a).
“Advance
Reimbursement Amounts”:
As
defined in Section 3.26(b).
“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
Loss Severity Percentage”:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the aggregate amount of Realized Losses incurred on
any
Mortgage Loans from the Cut-off Date to the last day of the preceding calendar
month and the denominator of which is the aggregate principal balance of
such
Mortgage Loans immediately prior to the liquidation of such Mortgage
Loans.
“Agreement”:
This
Pooling and Servicing Agreement, including all exhibits and schedules hereto
and
all amendments hereof and supplements hereto.
“Allocated
Realized Loss Amount”:
With
respect to any Class of Mezzanine Certificates and any Distribution Date,
an
amount equal to the sum of any Realized Loss allocated to that Class of
Certificates on the Distribution Date and any Allocated Realized Loss Amount
for
that Class remaining unpaid from the previous Distribution Date.
“Amounts
Held for Future Distribution”:
As to
any Distribution Date, the aggregate amount held in the Collection Account
at
the close of business on the immediately preceding Determination Date on
account
of (i) all Monthly Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments
and Liquidation Proceeds received in respect of such Mortgage Loans after
the
last day of the related Prepayment Period.
“Ancillary
Income”:
All
income derived from the Mortgage Loans, other than Servicing Fees and Prepayment
Charges, including but not limited to, late charges, fees received with respect
to checks or bank drafts returned by the related bank for non sufficient
funds,
assumption fees, optional insurance administrative fees and all other incidental
fees and charges.
“Annual
Statement of Compliance”:
As
defined in Section 3.17.
“Assignment”:
An
assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction where
the related Mortgaged Property is located to reflect of record the sale and
assignment of the Mortgage, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law.
“Authorized
Officers”:
A
managing director of the whole loan trading desk and a managing director
in
global markets.
“Available
Distribution Amount”:
With
respect to any Distribution Date, an amount equal to (1) the sum of (a) the
aggregate of the amounts on deposit in the Collection Account and the
Distribution Account as of the close of business on the Servicer Remittance
Date, (b) the aggregate of any amounts deposited in the Distribution Account
by
the Servicer or the Master Servicer in respect of Prepayment Interest Shortfalls
for such Distribution Date pursuant to Section 3.23 or Section 4.18 of this
Agreement, (c) the aggregate of any P&I Advances for such Distribution Date
made by the Servicer pursuant to Section 5.03 of this Agreement and (d) the
aggregate of any P&I Advances made by a successor Servicer (including the
Master Servicer) for such Distribution Date pursuant to Section 8.02 of this
Agreement, reduced (to not less than zero) by (2) the portion of the amount
described in clause (1)(a) above that represents (i) Amounts Held for Future
Distribution, (ii) Principal Prepayments on the Mortgage Loans received after
the related Prepayment Period (together with any interest payments received
with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
Administrator, the Credit Risk Manager or the Custodians pursuant to Section
3.09 or 9.05 of this Agreement or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (v) the Credit Risk Management Fee, (vi) amounts deposited
in the Collection Account or the Distribution Account in error, (vii) the
amount
of any Prepayment Charges collected by the Servicer in connection with the
Principal Prepayment of any of the Mortgage Loans and (viii) amounts
reimbursable to a successor Servicer (including the Master Servicer) pursuant
to
Section 8.02 of this Agreement.
“Balloon
Mortgage Loan”:
A
Mortgage Loan that provides for the payment of the unamortized principal
balance
of such Mortgage Loan in a single payment, that is substantially greater
than
the preceding monthly payment at the maturity of such Mortgage
Loan.
“Balloon
Payment”:
A
payment of the unamortized principal balance of a Mortgage Loan in a single
payment, that is substantially greater than the preceding Monthly Payment
at the
maturity of such Mortgage Loan.
“Bankruptcy
Code”:
The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
amended.
“Book-Entry
Certificates”:
The
Offered Certificates for so long as the Certificates of such Class shall
be
registered in the name of the Depository or its nominee.
“Book-Entry
Custodian”:
The
custodian appointed pursuant to Section 6.01.
“Business
Day”:
Any
day other than a Saturday, a Sunday or a day on which banking or savings
and
loan institutions in the States of New York, Maryland, Minnesota, Florida
or in
the city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law or executive order to be closed.
“Cash-Out
Refinancing”:
A
Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
in
excess of the principal balance of any existing first mortgage plus any
subordinate mortgage on the related Mortgaged Property and related closing
costs.
“Certificate”:
Any
one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
2006-ASAP3, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class A-2C, Class A-2D, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9, Class M-10, Class M-11, Class P, Class CE-1, Class CE-2 and
Class R Certificates issued under this Agreement.
“Certificate
Factor”:
With
respect to any Class of Certificates (other than the Residual Certificates)
as
of any Distribution Date, a fraction, expressed as a decimal carried to six
places, the numerator of which is the aggregate Certificate Principal Balance
(or Notional Amount, in the case of the Class CE-1 Certificates and Class
CE-2
Certificates) of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and allocations of Realized
Losses resulting in reduction of the Certificate Principal Balance (or Notional
Amount, in the case of the Class CE-1 Certificates and Class CE-2 Certificates)
of such Class of Certificates to be made on such Distribution Date), and
the
denominator of which is the initial aggregate Certificate Principal Balance
(or
Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
Certificates) of such Class of Certificates as of the Closing Date.
“Certificate
Margin”:
With
respect to the Class A-1 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-1, 0.140% in the case of each
Distribution Date through and including the Optional Termination Date and
0.280%
in the case of each Distribution Date thereafter.
With
respect to the Class A-2A Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2A, 0.030% in the case of each
Distribution Date through and including the Optional Termination Date and
0.060%
in the case of each Distribution Date thereafter.
With
respect to the Class A-2B Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Xxxxxxxx X-0X, 0.090% in the case of each
Distribution Date through and including the Optional Termination Date and
0.180%
in the case of each Distribution Date thereafter.
With
respect to the Class A-2C Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2C, 0.150% in the case of each
Distribution Date through and including the Optional Termination Date and
0.300%
in the case of each Distribution Date thereafter.
With
respect to the Class A-2D Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2D, 0.240% in the case of each
Distribution Date through and including the Optional Termination Date and
0.480%
in the case of each Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-1, 0.280% in the case of each
Distribution Date through and including the Optional Termination Date and
0.420%
in the case of each Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-2, 0.300% in the case of each
Distribution Date through and including the Optional Termination Date and
0.450%
in the case of each Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-3, 0.310% in the case of each
Distribution Date through and including the Optional Termination Date and
0.465%
in the case of each Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-4, 0.350% in the case of each
Distribution Date through and including the Optional Termination Date and
0.525%
in the case of each Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-5, 0.370% in the case of each
Distribution Date through and including the Optional Termination Date and
0.555%
in the case of each Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-6, 0.440% in the case of each
Distribution Date through and including the Optional Termination Date and
0.660%
in the case of each Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-7, 0.860% in the case of each
Distribution Date through and including the Optional Termination Date and
1.290%
in the case of each Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest 1.050% in the case of each Distribution
Date through and including the Optional Termination Date and 1.550% in the
case
of each Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-9, 1.850% in the case of each
Distribution Date through and including the Optional Termination Date and
2.350%
in the case of each Distribution Date thereafter.
With
respect to the Class M-10 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-10, 2.500% in the case of each
Distribution Date through and including the Optional Termination Date and
3.000%
in the case of each Distribution Date thereafter.
With
respect to the Class M-11 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-11, 2.500% in the case of each
Distribution Date through and including the Optional Termination Date and
3.000%
in the case of each Distribution Date thereafter.
“Certificateholder”
or
“Holder”:
The
Person in whose name a Certificate is registered in the Certificate Register,
except that a Disqualified Organization or a Non-United States Person shall
not
be a Holder of a Residual Certificate for any purposes hereof, and solely
for
the purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of or beneficially owned by the Depositor, the Sponsor,
the Servicer, the Master Servicer, the Securities Administrator, the Trustee
or
any Affiliate thereof shall be deemed not to be outstanding and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any
such
consent has been obtained, except as otherwise provided in Section 12.01.
The
Trustee and the Securities Administrator may conclusively rely upon a
certificate of the Depositor, the Sponsor, the Master Servicer, the Securities
Administrator or the Servicer in determining whether a Certificate is held
by an
Affiliate thereof. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except
as
otherwise specified herein; provided, however, that the Trustee and the
Securities Administrator shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
the Certificate Register.
“Certificate
Owner”:
With
respect to a Book-Entry Certificate, the Person who is the beneficial owner
of
such Certificate as reflected on the books of the Depository or on the books
of
a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.
“Certificate
Principal Balance”:
With
respect to each Class A Certificate, Mezzanine Certificate or Class P
Certificate as of any date of determination, the Certificate Principal Balance
of such Certificate on the Distribution Date immediately prior to such date
of
determination plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 5.04, minus (i) all
distributions allocable to principal made thereon and (ii) Realized Losses
allocated thereto, if any, on such immediately prior Distribution Date (or,
in
the case of any date of determination up to and including the first Distribution
Date, the initial Certificate Principal Balance of such Certificate, as stated
on the face thereof). With respect to each Class CE-1 Certificate as of any
date
of determination, an amount equal to the Percentage Interest evidenced by
such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balances of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balances of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding. The aggregate
initial Certificate Principal Balance of each Class of Regular Certificates
is
set forth in the Preliminary Statement hereto.
“Certificate
Register”:
The
register maintained pursuant to Section 6.02.
“Certification
Parties”:
Has
the meaning set forth in Section 3.20 of this Agreement.
“Certifying
Person”:
Has
the meaning set forth in Section 3.20 of this Agreement.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A Certificate”:
Any
Class A-1, Class A-2A, Class A-2B, Class A-2C or Class A-2D
Certificate.
“Class
A Principal Distribution Amount”:
The
Class A Principal Distribution Amount is an amount equal to the sum of: (i)
the
Class A-1 Principal Distribution Amount and (ii) the Class A-2 Principal
Distribution Amount.
“Class
A-1 Allocation Percentage”:
With
respect to any Distribution Date is the percentage equivalent of a fraction,
the
numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
“Class
A-1 Certificate”:
Any
one of the Class A-1 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
A-1 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the Certificate Principal
Balance of the Class A-1 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 56.00% and (ii) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day
of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced and unscheduled collections of principal received during
the related Prepayment Period) minus the product of (i) 0.50% and (ii) the
aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
Date.
“Class
A-2 Allocation Percentage”:
With
respect to any Distribution Date is the percentage equivalent of a fraction,
the
numerator of which is (x) the Group II Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
“Class
A-2 Certificate”:
Any
Class A-2A, Class A-2B, Class A-2C or Class A-2D Certificate.
“Class
A-2A Certificate”:
Any
one of the Class A-2A Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
A-2B Certificate”:
Any
one of the Class A-2B Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
A-2C Certificate”:
Any
one of the Class A-2C Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
A-2D Certificate”:
Any
one of the Class A-2D Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
A-2 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of the Certificate
Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 56.00% and (ii) the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period
(after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related Prepayment
Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
of the Group II Mortgage Loans as of the Cut-off Date.
“Class
CE-1 Certificate”:
Any
one of the Class CE-1 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
CE-2 Certificate”:
Any
one of the Class CE-2 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
IO Distribution Amount”:
As
defined in Section 5.07(f) hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 5.07(f)
hereof.
“Class
IO Interest”:
An
uncertificated interest in the Trust Fund held by the Trustee, evidencing
a
REMIC Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class
M Certificates”:
The
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 Class M-9, Class M-10 and Class M-11.
“Class
M-1 Certificate”:
Any
one of the Class M-1 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-1 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 63.50% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the product of (i) 0.50% and (ii) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M-2 Certificate”:
Any
one of the Class M-2 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-2 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 70.50% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-3 Certificate”:
Any
one of the Class M-3 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-3 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date) and
(iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of
(i)
74.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i) 0.50% and
(ii)
the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class
M-4 Certificate”:
Any
one of the Class M-4 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-4 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class
M-4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 78.50% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the product of (i) 0.50% and (ii) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M-5 Certificate”:
Any
one of the Class M-5 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-5 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 82.00% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-6 Certificate”:
Any
one of the Class M-6 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-6 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date) and
(vii)
the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of
(i)
85.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i) 0.50% and
(ii)
the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class
M-7 Certificate”:
Any
one of the Class M-7 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-7 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 88.00% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the product of (i) 0.50% and (ii) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M-8 Certificate”:
Any
one of the Class M-8 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-8 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 90.60% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-9 Certificate”:
Any
one of the Class M-9 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-9 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment
of
the Class M-8 Principal Distribution Amount on such Distribution Date) and
(x)
the Certificate Principal Balance of the Class M-9 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of
(i)
92.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i) 0.50% and
(ii)
the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class
M-10 Certificate”:
Any
one of the Class M-10 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-10 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment
of
the Class M-8 Principal Distribution Amount on such Distribution Date), (x)
the
Certificate Principal Balance of the Class M-9 Certificates (after taking
into
account the payment of the Class M-9 Principal Distribution Amount on such
Distribution Date), and (xi) the Certificate Principal Balance of the Class
M-10
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 94.00% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the product of (i) 0.50% and (ii) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M-11 Certificate”:
Any
one of the Class M-11 Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
M-11 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment
of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment
of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment
of
the Class M-8 Principal Distribution Amount on such Distribution Date), (x)
the
Certificate Principal Balance of the Class M-9 Certificates (after taking
into
account the payment of the Class M-9 Principal Distribution Amount on such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates (after taking into account the payment of the Class M-10 Principal
Distribution Amount on such Distribution Date), and (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 96.00% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the
related
Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date.
“Class
P Certificate”:
Any
one of the Class P Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
“Class
R Certificates”:
Any
one of the Class R Certificates executed and authenticated by the Securities
Administrator and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-5, and evidencing the Class R-I Interest, the Class R-II
Interest and the Class R-III Interest.
“Class
R-I Interest”:
The
uncertificated residual interest in REMIC I.
“Class
R-II Interest”:
The
uncertificated residual interest in REMIC II.
“Class
R-III Interest”:
The
uncertificated residual interest in REMIC III.
“Closing
Date”:
May
30, 2006.
“Code”:
The
Internal Revenue Code of 1986 as amended from time to time.
“Collection
Account”:
The
separate account or accounts created and maintained, or caused to be created
and
maintained, by the Servicer pursuant to Section 3.08(a) of this Agreement
for
the benefit of the Certificateholders, which shall be entitled “Ocwen Loan
Servicing, LLC, as Servicer for HSBC Bank USA, National Association as Trustee,
in trust for the registered holders of ACE Securities Corp., Home Equity
Loan
Trust, Series 2006-ASAP3, Asset Backed Pass-Through Certificates”. The
Collection Account must be an Eligible Account.
“Commission”:
The
Securities and Exchange Commission.
“Controlling
Person”:
Means,
with respect to any Person, any other Person who “controls” such Person within
the meaning of the Securities Act.
“Corporate
Trust Office”:
The
principal corporate trust office of the Trustee or the Securities Administrator,
as the case may be, at which, at any particular time, its corporate trust
business in connection with this Agreement shall be administered, which office
at the date of the execution of this instrument is located at (i) with respect
to the Trustee, HSBC Bank USA, National Association, 000 Xxxxx Xxxxxx, Xxx
Xxxx,
Xxx Xxxx 00000, Attention: ACE Securities Corp., 2006-ASAP3, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Securities
Administrator and the Servicer, or (ii) with respect to the Securities
Administrator, (A) for purposes of Certificate transfers and surrender, Xxxxx
Fargo Bank, National Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust (ACE 2006-ASAP3),
and
(B) for all other purposes, Xxxxx Fargo Bank, National Association, X.X.
Xxx 00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust (ACE 2006-ASAP3) (or
for
overnight deliveries, at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Corporate Trust (ACE 2006-ASAP3)), or at such other address as
the
Securities Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Servicer and
the
Trustee.
“Corresponding
Certificate”:
With
respect to each REMIC II Regular Interest, as follows:
|
REMIC
II REGULAR INTEREST
|
CLASS
|
|
|
REMIC
II REGULAR INTEREST A-1
|
A-1
|
|
|
REMIC
II REGULAR INTEREST A-2A
|
A-2A
|
|
|
REMIC
II REGULAR INTEREST A-2B
|
A-2B
|
|
|
REMIC
II REGULAR INTEREST A-2C
|
A-2C
|
|
|
REMIC
II REGULAR INTEREST A-2D
|
A-2D
|
|
|
REMIC
II REGULAR INTEREST M-1
|
M-1
|
|
|
REMIC
II REGULAR INTEREST M-2
|
M-2
|
|
|
REMIC
II REGULAR INTEREST M-3
|
M-3
|
|
|
REMIC
II REGULAR INTEREST M-4
|
M-4
|
|
|
REMIC
II REGULAR INTEREST M-5
|
M-5
|
|
|
REMIC
II REGULAR INTEREST M-6
|
M-6
|
|
|
REMIC
II REGULAR INTEREST M-7
|
M-7
|
|
|
REMIC
II REGULAR INTEREST M-8
|
M-8
|
|
|
REMIC
II REGULAR INTEREST M-9
|
M-9
|
|
|
REMIC
II REGULAR INTEREST M-10
|
M-10
|
|
|
REMIC
II REGULAR INTEREST M-11
|
M-11
|
|
|
REMIC
II REGULAR INTEREST P
|
P
|
|
|
REMIC
II REGULAR INTEREST CE-2
|
CE-2
|
“Credit
Enhancement Percentage”:
For
any Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is the sum of the aggregate Certificate Principal Balances of the
Mezzanine Certificates and the Class CE-1 Certificates (which includes the
Overcollateralization Amount calculated for this purpose only after taking
into
account the principal payment to the Certificates from the Principal Remittance
Amount but before taking into account any Overcollateralization Increase
Amount), and the denominator of which is the aggregate Stated Principal Balance
of the Mortgage Loans, calculated after taking into account distributions
of
prin