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 July 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 July 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.
|
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 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
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
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
|
Exhibit
J
|
Cap
Contracts
|
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 July 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, the Cap Contracts 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)
|
$
|
40,894,361.79
|
August
25, 2036
|
|||||
I-1-A
|
Variable(2)
|
$
|
5,004,445.26
|
August
25, 2036
|
|||||
I-1-B
|
Variable(2)
|
$
|
5,004,445.26
|
August
25, 2036
|
|||||
I-2-A
|
Variable(2)
|
$
|
5,408,923.58
|
August
25, 2036
|
|||||
I-2-B
|
Variable(2)
|
$
|
5,408,923.58
|
August
25, 2036
|
|||||
I-3-A
|
Variable(2)
|
$
|
5,784,793.85
|
August
25, 2036
|
|||||
I-3-B
|
Variable(2)
|
$
|
5,784,793.85
|
August
25, 2036
|
|||||
I-4-A
|
Variable(2)
|
$
|
6,102,725.64
|
August
25, 2036
|
|||||
I-4-B
|
Variable(2)
|
$
|
6,102,725.64
|
August
25, 2036
|
|||||
I-5-A
|
Variable(2)
|
$
|
5,888,236.60
|
August
25, 2036
|
|||||
I-5-B
|
Variable(2)
|
$
|
5,888,236.60
|
August
25, 2036
|
|||||
I-6-A
|
Variable(2)
|
$
|
5,642,293.07
|
August
25, 2036
|
|||||
I-6-B
|
Variable(2)
|
$
|
5,642,293.07
|
August
25, 2036
|
|||||
I-7-A
|
Variable(2)
|
$
|
5,406,127.41
|
August
25, 2036
|
|||||
I-7-B
|
Variable(2)
|
$
|
5,406,127.41
|
August
25, 2036
|
|||||
I-8-A
|
Variable(2)
|
$
|
5,179,864.43
|
August
25, 2036
|
|||||
I-8-B
|
Variable(2)
|
$
|
5,179,864.43
|
August
25, 2036
|
|||||
I-9-A
|
Variable(2)
|
$
|
4,963,088.24
|
August
25, 2036
|
|||||
I-9-B
|
Variable(2)
|
$
|
4,963,088.24
|
August
25, 2036
|
|||||
I-10-A
|
Variable(2)
|
$
|
4,756,408.41
|
August
25, 2036
|
|||||
I-10-B
|
Variable(2)
|
$
|
4,756,408.41
|
August
25, 2036
|
|||||
I-11-A
|
Variable(2)
|
$
|
4,557,211.52
|
August
25, 2036
|
|||||
I-11-B
|
Variable(2)
|
$
|
4,557,211.52
|
August
25, 2036
|
|||||
I-12-A
|
Variable(2)
|
$
|
4,379,479.80
|
August
25, 2036
|
|||||
I-12-B
|
Variable(2)
|
$
|
4,379,479.80
|
August
25, 2036
|
|||||
I-13-A
|
Variable(2)
|
$
|
4,193,845.07
|
August
25, 2036
|
|||||
I-13-B
|
Variable(2)
|
$
|
4,193,845.07
|
August
25, 2036
|
|||||
I-14-A
|
Variable(2)
|
$
|
4,018,712.50
|
August
25, 2036
|
|||||
I-14-B
|
Variable(2)
|
$
|
4,018,712.50
|
August
25, 2036
|
|||||
I-15-A
|
Variable(2)
|
$
|
3,966,611.85
|
August
25, 2036
|
|||||
I-15-B
|
Variable(2)
|
$
|
3,966,611.85
|
August
25, 2036
|
|||||
I-16-A
|
Variable(2)
|
$
|
13,461,705.14
|
August
25, 2036
|
|||||
I-16-B
|
Variable(2)
|
$
|
13,461,705.14
|
August
25, 2036
|
|||||
I-17-A
|
Variable(2)
|
$
|
11,618,350.62
|
August
25, 2036
|
|||||
I-17-B
|
Variable(2)
|
$
|
11,618,350.62
|
August
25, 2036
|
|||||
I-18-A
|
Variable(2)
|
$
|
9,646,845.33
|
August
25, 2036
|
|||||
I-18-B
|
Variable(2)
|
$
|
9,646,845.33
|
August
25, 2036
|
|||||
I-19-A
|
Variable(2)
|
$
|
7,956,626.87
|
August
25, 2036
|
|||||
I-19-B
|
Variable(2)
|
$
|
7,956,626.87
|
August
25, 2036
|
|||||
I-20-A
|
Variable(2)
|
$
|
2,332,464.39
|
August
25, 2036
|
|||||
I-20-B
|
Variable(2)
|
$
|
2,332,464.39
|
August
25, 2036
|
|||||
I-21-A
|
Variable(2)
|
$
|
1,985,378.49
|
August
25, 2036
|
|||||
I-21-B
|
Variable(2)
|
$
|
1,985,378.49
|
August
25, 2036
|
|||||
I-22-A
|
Variable(2)
|
$
|
1,887,268.52
|
August
25, 2036
|
|||||
I-22-B
|
Variable(2)
|
$
|
1,887,268.52
|
August
25, 2036
|
|||||
I-23-A
|
Variable(2)
|
$
|
1,799,235.29
|
August
25, 2036
|
|||||
I-23-B
|
Variable(2)
|
$
|
1,799,235.29
|
August
25, 2036
|
|||||
I-24-A
|
Variable(2)
|
$
|
1,715,385.57
|
August
25, 2036
|
|||||
I-24-B
|
Variable(2)
|
$
|
1,715,385.57
|
August
25, 2036
|
|||||
I-25-A
|
Variable(2)
|
$
|
1,635,486.03
|
August
25, 2036
|
|||||
I-25-B
|
Variable(2)
|
$
|
1,635,486.03
|
August
25, 2036
|
|||||
I-26-A
|
Variable(2)
|
$
|
1,559,347.83
|
August
25, 2036
|
|||||
I-26-B
|
Variable(2)
|
$
|
1,559,347.83
|
August
25, 2036
|
|||||
I-27-A
|
Variable(2)
|
$
|
1,486,792.40
|
August
25, 2036
|
|||||
I-27-B
|
Variable(2)
|
$
|
1,486,792.40
|
August
25, 2036
|
|||||
I-28-A
|
Variable(2)
|
$
|
1,417,644.09
|
August
25, 2036
|
|||||
I-28-B
|
Variable(2)
|
$
|
1,417,644.09
|
August
25, 2036
|
|||||
I-29-A
|
Variable(2)
|
$
|
1,351,424.07
|
August
25, 2036
|
|||||
I-29-B
|
Variable(2)
|
$
|
1,351,424.07
|
August
25, 2036
|
|||||
I-30-A
|
Variable(2)
|
$
|
1,288,605.93
|
August
25, 2036
|
|||||
I-30-B
|
Variable(2)
|
$
|
1,288,605.93
|
August
25, 2036
|
|||||
I-31-A
|
Variable(2)
|
$
|
1,228,791.45
|
August
25, 2036
|
|||||
I-31-B
|
Variable(2)
|
$
|
1,228,791.45
|
August
25, 2036
|
|||||
I-32-A
|
Variable(2)
|
$
|
1,171,788.47
|
August
25, 2036
|
|||||
I-32-B
|
Variable(2)
|
$
|
1,171,788.47
|
August
25, 2036
|
|||||
I-33-A
|
Variable(2)
|
$
|
1,117,460.11
|
August
25, 2036
|
|||||
I-33-B
|
Variable(2)
|
$
|
1,117,460.11
|
August
25, 2036
|
|||||
I-34-A
|
Variable(2)
|
$
|
1,065,679.15
|
August
25, 2036
|
|||||
I-34-B
|
Variable(2)
|
$
|
1,065,679.15
|
August
25, 2036
|
|||||
I-35-A
|
Variable(2)
|
$
|
1,016,325.45
|
August
25, 2036
|
|||||
I-35-B
|
Variable(2)
|
$
|
1,016,325.45
|
August
25, 2036
|
|||||
I-36-A
|
Variable(2)
|
$
|
969,281.48
|
August
25, 2036
|
|||||
I-36-B
|
Variable(2)
|
$
|
969,281.48
|
August
25, 2036
|
|||||
I-37-A
|
Variable(2)
|
$
|
924,444.43
|
August
25, 2036
|
|||||
I-37-B
|
Variable(2)
|
$
|
924,444.43
|
August
25, 2036
|
|||||
I-38-A
|
Variable(2)
|
$
|
881,706.59
|
August
25, 2036
|
|||||
I-38-B
|
Variable(2)
|
$
|
881,706.59
|
August
25, 2036
|
|||||
I-39-A
|
Variable(2)
|
$
|
18,480,640.29
|
August
25, 2036
|
|||||
I-39-B
|
Variable(2)
|
$
|
18,480,640.29
|
August
25, 2036
|
|||||
II
|
Variable(2)
|
$
|
22,280,406.91
|
August
25, 2036
|
|||||
II-1-A
|
Variable(2)
|
$
|
2,726,563.56
|
August
25, 2036
|
|||||
II-1-B
|
Variable(2)
|
$
|
2,726,563.56
|
August
25, 2036
|
|||||
II-2-A
|
Variable(2)
|
$
|
2,946,934.81
|
August
25, 2036
|
|||||
II-2-B
|
Variable(2)
|
$
|
2,946,934.81
|
August
25, 2036
|
|||||
II-3-A
|
Variable(2)
|
$
|
3,151,719.58
|
August
25, 2036
|
|||||
II-3-B
|
Variable(2)
|
$
|
3,151,719.58
|
August
25, 2036
|
|||||
II-4-A
|
Variable(2)
|
$
|
3,324,937.83
|
August
25, 2036
|
|||||
II-4-B
|
Variable(2)
|
$
|
3,324,937.83
|
August
25, 2036
|
|||||
II-5-A
|
Variable(2)
|
$
|
3,208,078.12
|
August
25, 2036
|
|||||
II-5-B
|
Variable(2)
|
$
|
3,208,078.12
|
August
25, 2036
|
|||||
II-6-A
|
Variable(2)
|
$
|
3,074,081.12
|
August
25, 2036
|
|||||
II-6-B
|
Variable(2)
|
$
|
3,074,081.12
|
August
25, 2036
|
|||||
II-7-A
|
Variable(2)
|
$
|
2,945,411.38
|
August
25, 2036
|
|||||
II-7-B
|
Variable(2)
|
$
|
2,945,411.38
|
August
25, 2036
|
|||||
II-8-A
|
Variable(2)
|
$
|
2,822,136.89
|
August
25, 2036
|
|||||
II-8-B
|
Variable(2)
|
$
|
2,822,136.89
|
August
25, 2036
|
|||||
II-9-A
|
Variable(2)
|
$
|
2,704,031.09
|
August
25, 2036
|
|||||
II-9-B
|
Variable(2)
|
$
|
2,704,031.09
|
August
25, 2036
|
|||||
II-10-A
|
Variable(2)
|
$
|
2,591,426.06
|
August
25, 2036
|
|||||
II-10-B
|
Variable(2)
|
$
|
2,591,426.06
|
August
25, 2036
|
|||||
II-11-A
|
Variable(2)
|
$
|
2,482,897.95
|
August
25, 2036
|
|||||
II-11-B
|
Variable(2)
|
$
|
2,482,897.95
|
August
25, 2036
|
|||||
II-12-A
|
Variable(2)
|
$
|
2,386,064.67
|
August
25, 2036
|
|||||
II-12-B
|
Variable(2)
|
$
|
2,386,064.67
|
August
25, 2036
|
|||||
II-13-A
|
Variable(2)
|
$
|
2,284,925.61
|
August
25, 2036
|
|||||
II-13-B
|
Variable(2)
|
$
|
2,284,925.61
|
August
25, 2036
|
|||||
II-14-A
|
Variable(2)
|
$
|
2,189,508.42
|
August
25, 2036
|
|||||
II-14-B
|
Variable(2)
|
$
|
2,189,508.42
|
August
25, 2036
|
|||||
II-15-A
|
Variable(2)
|
$
|
2,161,122.51
|
August
25, 2036
|
|||||
II-15-B
|
Variable(2)
|
$
|
2,161,122.51
|
August
25, 2036
|
|||||
II-16-A
|
Variable(2)
|
$
|
7,334,318.36
|
August
25, 2036
|
|||||
II-16-B
|
Variable(2)
|
$
|
7,334,318.36
|
August
25, 2036
|
|||||
II-17-A
|
Variable(2)
|
$
|
6,330,006.58
|
August
25, 2036
|
|||||
II-17-B
|
Variable(2)
|
$
|
6,330,006.58
|
August
25, 2036
|
|||||
II-18-A
|
Variable(2)
|
$
|
5,255,874.64
|
August
25, 2036
|
|||||
II-18-B
|
Variable(2)
|
$
|
5,255,874.64
|
August
25, 2036
|
|||||
II-19-A
|
Variable(2)
|
$
|
4,334,995.74
|
August
25, 2036
|
|||||
II-19-B
|
Variable(2)
|
$
|
4,334,995.74
|
August
25, 2036
|
|||||
II-20-A
|
Variable(2)
|
$
|
1,270,792.68
|
August
25, 2036
|
|||||
II-20-B
|
Variable(2)
|
$
|
1,270,792.68
|
August
25, 2036
|
|||||
II-21-A
|
Variable(2)
|
$
|
1,081,690.45
|
August
25, 2036
|
|||||
II-21-B
|
Variable(2)
|
$
|
1,081,690.45
|
August
25, 2036
|
|||||
II-22-A
|
Variable(2)
|
$
|
1,028,237.36
|
August
25, 2036
|
|||||
II-22-B
|
Variable(2)
|
$
|
1,028,237.36
|
August
25, 2036
|
|||||
II-23-A
|
Variable(2)
|
$
|
980,274.36
|
August
25, 2036
|
|||||
II-23-B
|
Variable(2)
|
$
|
980,274.36
|
August
25, 2036
|
|||||
II-24-A
|
Variable(2)
|
$
|
934,590.66
|
August
25, 2036
|
|||||
II-24-B
|
Variable(2)
|
$
|
934,590.66
|
August
25, 2036
|
|||||
II-25-A
|
Variable(2)
|
$
|
891,059.13
|
August
25, 2036
|
|||||
II-25-B
|
Variable(2)
|
$
|
891,059.13
|
August
25, 2036
|
|||||
II-26-A
|
Variable(2)
|
$
|
849,576.88
|
August
25, 2036
|
|||||
II-26-B
|
Variable(2)
|
$
|
849,576.88
|
August
25, 2036
|
|||||
II-27-A
|
Variable(2)
|
$
|
810,046.63
|
August
25, 2036
|
|||||
II-27-B
|
Variable(2)
|
$
|
810,046.63
|
August
25, 2036
|
|||||
II-28-A
|
Variable(2)
|
$
|
772,372.66
|
August
25, 2036
|
|||||
II-28-B
|
Variable(2)
|
$
|
772,372.66
|
August
25, 2036
|
|||||
II-29-A
|
Variable(2)
|
$
|
736,294.12
|
August
25, 2036
|
|||||
II-29-B
|
Variable(2)
|
$
|
736,294.12
|
August
25, 2036
|
|||||
II-30-A
|
Variable(2)
|
$
|
702,069.02
|
August
25, 2036
|
|||||
II-30-B
|
Variable(2)
|
$
|
702,069.02
|
August
25, 2036
|
|||||
II-31-A
|
Variable(2)
|
$
|
669,480.40
|
August
25, 2036
|
|||||
II-31-B
|
Variable(2)
|
$
|
669,480.40
|
August
25, 2036
|
|||||
II-32-A
|
Variable(2)
|
$
|
638,423.56
|
August
25, 2036
|
|||||
II-32-B
|
Variable(2)
|
$
|
638,423.56
|
August
25, 2036
|
|||||
II-33-A
|
Variable(2)
|
$
|
608,823.93
|
August
25, 2036
|
|||||
II-33-B
|
Variable(2)
|
$
|
608,823.93
|
August
25, 2036
|
|||||
II-34-A
|
Variable(2)
|
$
|
580,612.19
|
August
25, 2036
|
|||||
II-34-B
|
Variable(2)
|
$
|
580,612.19
|
August
25, 2036
|
|||||
II-35-A
|
Variable(2)
|
$
|
553,722.90
|
August
25, 2036
|
|||||
II-35-B
|
Variable(2)
|
$
|
553,722.90
|
August
25, 2036
|
|||||
II-36-A
|
Variable(2)
|
$
|
528,092.01
|
August
25, 2036
|
|||||
II-36-B
|
Variable(2)
|
$
|
528,092.01
|
August
25, 2036
|
|||||
II-37-A
|
Variable(2)
|
$
|
503,663.51
|
August
25, 2036
|
|||||
II-37-B
|
Variable(2)
|
$
|
503,663.51
|
August
25, 2036
|
|||||
II-38-A
|
Variable(2)
|
$
|
480,378.73
|
August
25, 2036
|
|||||
II-38-B
|
Variable(2)
|
$
|
480,378.73
|
August
25, 2036
|
|||||
II-39-A
|
Variable(2)
|
$
|
10,068,776.42
|
August
25, 2036
|
|||||
II-39-B
|
Variable(2)
|
$
|
10,068,776.42
|
August
25, 2036
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC I Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
|
REMIC
II
As
provided herein, the 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)
|
$
|
278,107,136.24
|
August
25, 2036
|
|||
A-1
|
Variable(2)
|
$
|
1,428,215.00
|
August
25, 2036
|
|||
A-2A
|
Variable(2)
|
$
|
378,550.00
|
August
25, 2036
|
|||
A-2B
|
Variable(2)
|
$
|
175,570.00
|
August
25, 2036
|
|||
A-2C
|
Variable(2)
|
$
|
152,850.00
|
August
25, 2036
|
|||
A-2D
|
Variable(2)
|
$
|
71,185.00
|
August
25, 2036
|
|||
M-1
|
Variable(2)
|
$
|
107,835.00
|
August
25, 2036
|
|||
M-2
|
Variable(2)
|
$
|
99,320.00
|
August
25, 2036
|
|||
M-3
|
Variable(2)
|
$
|
59,595.00
|
August
25, 2036
|
|||
M-4
|
Variable(2)
|
$
|
51,080.00
|
August
25, 2036
|
|||
M-5
|
Variable(2)
|
$
|
49,660.00
|
August
25, 2036
|
|||
M-6
|
Variable(2)
|
$
|
43,985.00
|
August
25, 2036
|
|||
M-7
|
Variable(2)
|
$
|
43,985.00
|
August
25, 2036
|
|||
M-8
|
Variable(2)
|
$
|
38,310.00
|
August
25, 2036
|
|||
M-9
|
Variable(2)
|
$
|
28,380.00
|
August
25, 2036
|
|||
M-10
|
Variable(2)
|
$
|
19,865.00
|
August
25, 2036
|
|||
M-11
|
Variable(2)
|
$
|
26,960.00
|
August
25, 2036
|
|||
ZZ
|
Variable(2)
|
$
|
2,900,310.84
|
August
25, 2036
|
|||
IO
|
Variable(2)
|
$
|
N/A(3)
|
August
25, 2036
|
|||
P
|
Variable(2)
(4)
|
$
|
100.00
|
August
25, 2036
|
|||
I-SUB
|
Variable(2)
|
$
|
8,175.42
|
August
25, 2036
|
|||
I-GRP
|
Variable(2)
|
$
|
36,739.73
|
August
25, 2036
|
|||
II-SUB
|
Variable(2)
|
$
|
4,453.74
|
August
25, 2036
|
|||
II-GRP
|
Variable(2)
|
$
|
20,016.84
|
August
25, 2036
|
|||
XX
|
Variable(2)
|
$
|
283,713,406.35
|
August
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 be entitled to 100% of the Prepayment
Charges.
|
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)
|
$
|
285,643,000.00
|
August
25, 2036
|
|||
Class
A-2A
|
Variable(2)
|
$
|
75,710,000.00
|
August
25, 2036
|
|||
Class
A-2B
|
Variable(2)
|
$
|
35,114,000.00
|
August
25, 2036
|
|||
Class
A-2C
|
Variable(2)
|
$
|
30,570,000.00
|
August
25, 2036
|
|||
Class
A-2D
|
Variable(2)
|
$
|
14,237,000.00
|
August
25, 2036
|
|||
Class
M-1
|
Variable(2)
|
$
|
21,567,000.00
|
August
25, 2036
|
|||
Class
M-2
|
Variable(2)
|
$
|
19,864,000.00
|
August
25, 2036
|
|||
Class
M-3
|
Variable(2)
|
$
|
11,919,000.00
|
August
25, 2036
|
|||
Class
M-4
|
Variable(2)
|
$
|
10,216,000.00
|
August
25, 2036
|
|||
Class
M-5
|
Variable(2)
|
$
|
9,932,000.00
|
August
25, 2036
|
|||
Class
M-6
|
Variable(2)
|
$
|
8,797,000.00
|
August
25, 2036
|
|||
Class
M-7
|
Variable(2)
|
$
|
8,797,000.00
|
August
25, 2036
|
|||
Class
M-8
|
Variable(2)
|
$
|
7,662,000.00
|
August
25, 2036
|
|||
Class
M-9
|
Variable(2)
|
$
|
5,676,000.00
|
August
25, 2036
|
|||
Class
M-10
|
Variable(2)
|
$
|
3,973,000.00
|
August
25, 2036
|
|||
Class
M-11
|
Variable(2)
|
$
|
5,392,000.00
|
August
25, 2036
|
|||
Class
P
|
N/A(3)
|
$
|
100.00
|
August
25, 2036
|
|||
Class
CE
|
N/A(4)
|
$
|
12,496,584.16
|
August
25, 2036
|
|||
Class
IO Interest
|
N/A(5)
|
$
|
N/A(5)
|
August
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 Certificates will accrue interest at their variable Pass-Through Rate on
the
Notional Amount of the Class CE 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 Certificates will not accrue
interest on their Certificate Principal Balance.
(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
$567,565,684.16. As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $367,397,252.19 and the Group
II
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$200,168,431.97.
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 or Class CE
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 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 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 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 Certificate,
shall be reduced by an amount equal to the portion allocable to such Class
CE
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.
“Cap
Contracts”:
Shall
mean the Group I Cap Contract and the Group II Cap Contract.
“Cap
Counterparty”:
The
counterparty under each Cap Contract, and any successor in interest or assign.
Initially, the Cap Counterparty shall be Deutsche Bank AG New York
Branch.
“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-ASAP4, 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 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 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
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 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, 0.050% in the case of each
Distribution Date through and including the Optional Termination Date and 0.100%
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, 0.100% in the case of each
Distribution Date through and including the Optional Termination Date and 0.200%
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, 0.160% in the case of each
Distribution Date through and including the Optional Termination Date and 0.320%
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, 0.270% in the case of each
Distribution Date through and including the Optional Termination Date and 0.540%
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, 0.290% in the case of each
Distribution Date through and including the Optional Termination Date and 0.435%
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, 0.330% in the case of each
Distribution Date through and including the Optional Termination Date and 0.495%
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, 0.370% 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-5 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-5, 0.400% in the case of each
Distribution Date through and including the Optional Termination Date and 0.600%
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, 0.460% in the case of each
Distribution Date through and including the Optional Termination Date and 0.690%
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, 0.940% in the case of each
Distribution Date through and including the Optional Termination Date and 1.410%
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 1.070% in the case of each Distribution
Date through and including the Optional Termination Date and 1.570% 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, 1.900% in the case of each
Distribution Date through and including the Optional Termination Date and 2.400%
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 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) 55.50% 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) 55.50% 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 Certificate”:
Any
one of the Class CE 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-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) 63.10% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the 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) 70.10% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) minus the 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)
74.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the 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) 77.90% 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) 81.40% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) minus 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)
84.50% 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-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) 87.60% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
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) 90.30% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) minus the 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)
92.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the 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) 93.70% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
the 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) 95.60% 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
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”:
July
31, 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-ASAP4, 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-ASAP4, 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-ASAP4),
and
(B) for all other purposes, Xxxxx Fargo Bank, National Association, X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust (ACE 2006-ASAP4) (or for
overnight deliveries, at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Corporate Trust (ACE 2006-ASAP4)), 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
|
“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 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
principal on the Mortgage Loans and distribution of the Principal Distribution
Amount to the Certificates then entitled to distributions of principal on such
Distribution Date.
“Credit
Risk Management Agreements”:
The
agreements between the Credit Risk Manager and the Servicer and Master Servicer,
each regarding the loss mitigation and advisory services to be provided by
the
Credit Risk Manager.
“Credit
Risk Management Fee”:
The
amount payable to the Credit Risk Manager on each Distribution Date as
compensation for all services rendered by it in the exercise and performance
of
any and all powers and duties of the Credit Risk Manager under the Credit Risk
Management Agreements, which amount shall equal one twelfth of the product
of
(i) the Credit Risk Management Fee Rate multiplied by (ii) the Stated Principal
Balance of the Mortgage Loans and any related REO Properties as of the first
day
of the related Due Period.
“Credit
Risk Management Fee Rate”:
0.01400% per annum.
“Credit
Risk Manager”:
Xxxxxxx Fixed Income Services Inc., a Colorado corporation (formerly known
as
The Murrayhill Company), and its successors and assigns.
“Custodial
Agreement”:.Either
of (i) the DBNTC Custodial Agreement or (ii) the Xxxxx Fargo Custodial
Agreement, or any other custodial agreement entered into after the date hereof
with respect to any Mortgage Loan subject to this Agreement.
“Custodian”:
Either
Xxxxx Fargo or DBNTC or any other custodian appointed under any custodial
agreement entered into after the date of this Agreement.
“Cut-off
Date”:
With
respect to each Mortgage Loan, July 1, 2006. With respect to all Qualified
Substitute Mortgage Loans, their respective dates of substitution. References
herein to the “Cut-off Date,” when used with respect to more than one Mortgage
Loan, shall be to the respective Cut-off Dates for such Mortgage
Loans.
“DBNTC”:
Deutsche Bank National Trust Company, a national banking association, or its
successor in interest.
“DBNTC
Custodial Agreement”:
The
Custodial Agreement, dated as of July 1, 2006, among the Trustee, DBNTC and
the
Servicer, as may be amended or supplemented from time to time.
“Debt
Service Reduction”:
With
respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for
such Mortgage Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction resulting from a Deficient
Valuation.
“Deficient
Valuation”:
With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property
by a
court of competent jurisdiction in an amount less than the then outstanding
principal balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”:
As
defined in Section 6.01(b).
“Deleted
Mortgage Loan”:
A
Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
Loan.
“Delinquency
Percentage”:
As of
the last day of the related Due Period, the percentage equivalent of a fraction,
the numerator of which is the aggregate Stated Principal Balance of all Mortgage
Loans that, as of the last day of the previous calendar month, are sixty (60)
or
more days delinquent, are in foreclosure, have been converted to REO Properties
or have been discharged by reason of bankruptcy, and the denominator of which
is
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
as of the last day of the previous calendar month.
“Depositor”:
ACE
Securities Corp., a Delaware corporation, or its successor in
interest.
“Depository”:
The
Depository Trust Company, or any successor Depository hereafter named. The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange
Act.
“Depository
Institution”:
Any
depository institution or trust company, including the Trustee, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has outstanding unsecured commercial paper or other
short-term unsecured debt obligations (or, in the case of a depository
institution that is the principal subsidiary of a holding company, such holding
company has unsecured commercial paper or other short-term unsecured debt
obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
Xxxxx’x (or, if such Rating Agencies are no longer rating the Offered
Certificates, comparable ratings by any other nationally recognized statistical
rating agency then rating the Offered Certificates).
“Depository
Participant”:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
“Determination
Date”:
With
respect to each Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs, or if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day. The
Determination Date for purposes of Article X hereof shall mean the
15th
day of
the month, or if such 15th
day is
not a Business Day, the first Business Day following such 15th
day.
“Directly
Operate”:
With
respect to any REO Property, the furnishing or rendering of services to the
tenants thereof, the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers, the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by REMIC I other than through an Independent Contractor; provided,
however, that the Servicer, on behalf of the Trustee, shall not be considered
to
Directly Operate an REO Property solely because the Servicer establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs or capital expenditures with respect
to such REO Property.
“Disqualified
Organization”:
Any of
the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority
of its board of directors is not selected by such governmental unit), (ii)
any
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers’ cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an “electing large partnership” and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding
of
an Ownership Interest in a Residual Certificate by such Person may cause any
Trust REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal
tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
“United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
“Distribution
Account”:
The
separate trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 3.08(b) in the name of the Securities
Administrator for the benefit of the Certificateholders and designated “Xxxxx
Fargo Bank, National Association, in trust for registered holders of ACE
Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4”. Funds in the
Distribution Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement. The Distribution Account must
be
an Eligible Account.
“Distribution
Date”:
The
25th day of any month, or if such 25th day is not a Business Day, the Business
Day immediately following such 25th day, commencing in August 2006.
“Due
Date”:
With
respect to each Distribution Date, the day of the month on which the Monthly
Payment is due on a Mortgage Loan during the related Due Period, exclusive
of
any days of grace.
“Due
Period”:
With
respect to any Distribution Date, the period commencing on the second day of
the
month immediately preceding the month in which such Distribution Date occurs
and
ending on the first day of the month in which such Distribution Date
occurs.
“Eligible
Account”:
Any of
(i) an account or accounts maintained with a Depository Institution, (ii) an
account or accounts the deposits in which are fully insured by the FDIC, (iii)
a
trust account or accounts maintained with a federal depository institution
or
state chartered depository institution acting in its fiduciary capacity or
(iv)
an account of accounts acceptable to each Rating Agency as confirmed and
approved in writing by each Rating Agency. Eligible Accounts may bear
interest.
“ERISA”:
The
Employee Retirement Income Security Act of 1974, as amended from time to
time.
“Estate
in Real Property”:
A fee
simple estate in a parcel of land.
“Excess
Liquidation Proceeds”:
To the
extent that such amount is not required by law to be paid to the related
Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to
a
liquidated Mortgage Loan exceed the sum of (i) the outstanding principal balance
of such Mortgage Loan and accrued but unpaid interest at the related Net
Mortgage Rate through the last day of the month in which the related Liquidation
Event occurs, plus (ii) related liquidation expenses or other amounts to which
the Servicer is entitled to be reimbursed from Liquidation Proceeds with respect
to such liquidated Mortgage Loan pursuant to Section 3.09 of this
Agreement.
“Exchange
Act”:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
“Extraordinary
Trust Fund Expense”:
Any
amounts payable or reimbursable to the Trustee, the Master Servicer, the
Securities Administrator, the Custodians or any director, officer, employee
or
agent of any such Person from the Trust Fund pursuant to the terms of this
Agreement and any amounts payable from the Distribution Account in respect
of
taxes pursuant to Section 11.01(g)(v).
“Xxxxxx
Xxx”:
Xxxxxx
Xxx, formerly known as the Federal National Mortgage Association, or any
successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Maturity Date”:
The
Distribution Date occurring in August 2036.
“Final
Recovery Determination”:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by an originator, the Sponsor or the
Terminator pursuant to or as contemplated by Section 2.03, 3.13(c) or Section
10.01), a determination made by the Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Servicer, in
its
reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered, which determination shall be evidenced by a
certificate of a Servicing Officer of the Servicer delivered to the Master
Servicer and maintained in its records.
“Fitch”:
Fitch
Ratings or any successor in interest.
“Form
8-K Disclosure Information”:
Has
the meaning set forth in Section 5.06(b) of this Agreement.
“Xxxxxxx
Mac”:
Xxxxxxx Mac, formerly known as the Federal Home Loan Mortgage Corporation,
or
any successor thereto.
“Gross
Margin”:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Adjustable Rate Mortgage Loan.
“Group
I Allocation Percentage”:
The
aggregate principal balance of the Group I Mortgage Loans divided by the sum
of
the aggregate principal balance of the Group I Mortgage Loans and the Group
II
Mortgage Loans.
“Group
I Cap Contract”:
The
Cap Contract between the Trustee and the Cap Counterparty, for the benefit
of
the Holders of the Class A-1 Certificates and the Mezzanine
Certificates.
“Group
I Interest Remittance Amount”:
With
respect to any Distribution Date is that portion of the Available Distribution
Amount for such Distribution Date that represents interest received or advanced
on the Group I Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or reimbursable to the
Trustee, the Custodians, the Securities Administrator, the Master Servicer,
the
Servicer or the Credit Risk Manager pursuant to this Agreement or the Custodial
Agreements with respect to the Group I Mortgage Loans).
“Group
I Mortgage Loans”:
Those
Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage
Loans.
“Group
I Principal Distribution Amount”:
With
respect to any Distribution Date the sum of (i) the principal portion of all
Monthly Payments on the Group I Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related Determination Date;
(ii) the principal portion of all proceeds received in respect of the repurchase
of a Group I Mortgage Loan or, in the case of a substitution, certain amounts
representing a principal adjustment, during the related Prepayment Period
pursuant to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01 of this Agreement; (iii) the principal portion of all other unscheduled
collections, including Insurance Proceeds, Liquidation Proceeds and all
Principal Prepayments in full and in part, received during the related
Prepayment Period, to the extent applied as recoveries of principal on the
Group
I Mortgage Loans, net in each case of payments or reimbursements to the Trustee,
the Custodians, the Master Servicer, the Securities Administrator, the Servicer
or the Credit Risk Manager and (iv) the Class A-1 Allocation Percentage of
the
amount of any Overcollateralization Increase Amount for such Distribution Date
minus
(v) the
Class A-1 Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date.
“Group
I Principal Remittance Amount”:
With
respect to any Distribution Date the sum of the amounts described in clauses
(i)
through (iii) of the definition of Group I Principal Distribution
Amount.
“Group
II Allocation Percentage”:
The
aggregate principal balance of the Group II Mortgage Loans divided by the sum
of
the aggregate principal balance of the Group I Mortgage Loans and the Group
II
Mortgage Loans.
“Group
II Cap Contract”:
The
Cap Contract between the Trustee and the Cap Counterparty, for the benefit
of
the Class A-2 Certificates and the Mezzanine Certificates.
“Group
II Interest Remittance Amount”:
With
respect to any Distribution Date is that portion of the Available Distribution
Amount for such Distribution Date that represents interest received or advanced
on the Group II Mortgage Loans (net of the Administration Fees and any
Prepayment Charges and after taking into account amounts payable or reimbursable
to the Trustee, the Custodians, the Securities Administrator, the Master
Servicer, the Servicer or the Credit Risk Manager pursuant to this Agreement
or
the Custodial Agreements with respect to the Group II Mortgage
Loans).
“Group
II Mortgage Loans”:
Those
Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage
Loans.
“Group
II Principal Distribution Amount”:
With
respect to any Distribution Date the sum of (i) the principal portion of all
Monthly Payments on the Group II Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related Determination Date;
(ii) the principal portion of all proceeds received in respect of the repurchase
of a Group II Mortgage Loan or, in the case of a substitution, certain amounts
representing a principal adjustment, during the related Prepayment Period
pursuant to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01 of this Agreement; (iii) the principal portion of all other unscheduled
collections, including Insurance Proceeds, Liquidation Proceeds and all
Principal Prepayments in full and in part, received during the related
Prepayment Period, to the extent applied as recoveries of principal on the
Group
II Mortgage Loans, net in each case of payments or reimbursements to the
Trustee, the Custodians, the Master Servicer, the Securities Administrator,
the
Servicer or the Credit Risk Manager and (iv) the Class A-2 Allocation Percentage
of the amount of any Overcollateralization Increase Amount for such Distribution
Date minus
(v) the
Class A-2 Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date.
“Group
II Principal Remittance Amount”:
With
respect to any Distribution Date will be the sum of the amounts described in
clauses (i) through (iii) of the definition of Group II Principal Distribution
Amount.
“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 specified Person, any such Person who (a) is in fact independent
of the Depositor, the Master Servicer, the Securities Administrator, the
Servicer, the Sponsor, any originator and their respective Affiliates, (b)
does
not have any direct financial interest in or any material indirect financial
interest in the Depositor, the Master Servicer, the Securities Administrator,
the Servicer, the Sponsor, any originator or any Affiliate thereof, (c) is
not
connected with the Depositor, the Master Servicer, the Securities Administrator,
the Servicer, the Sponsor, any originator or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions and (d) is not a member of the immediate family
of
a Person defined on clause (b) or (c) above.
“Independent
Contractor”:
Either
(i) any Person (other than the Servicer) that would be an “independent
contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership tests set forth in that section shall be considered to be met by
any
Person that owns, directly or indirectly, 35% or more of any Class of
Certificates), so long as REMIC I does not receive or derive any income from
such Person and provided that the relationship between such Person and REMIC
I
is at arm’s length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee
has received an Opinion of Counsel to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of
the Code), or cause any income realized in respect of such REO Property to
fail
to qualify as Rents from Real Property.
“Index”:
As of
any Adjustment Date, the index applicable to the determination of the Mortgage
Rate on each Adjustable Rate Mortgage Loan will generally be either (i) the
average of the interbank offered rates for six-month United States dollar
deposits in the London market as published in The
Wall Street Journal and
as
most recently available either (a) as of the first Business Day 45 days prior
to
such Adjustment Date or (b) as of the first Business Day of the month preceding
the month of such Adjustment Date, as specified in the related Mortgage Note
or
(ii) the average of interbank offered rates for one-year U.S. dollar-denominated
deposits in the London market based on quotations of major banks as published
in
The
Wall Street Journal
and are
most recently available as of the time specified in the related Mortgage
Note.
“Insurance
Proceeds”:
Proceeds of any title policy, hazard policy or other insurance policy, covering
a Mortgage Loan or the related Mortgaged Property, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property
or
released to the Mortgagor or a senior lienholder in accordance with Accepted
Servicing Practices, subject to the terms and conditions of the related Mortgage
Note and Mortgage.
“Interest
Accrual Period”:
With
respect to any Distribution Date and the Class A Certificates and the Mezzanine
Certificates, the period commencing on the Distribution Date of the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date) and
ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC I Regular
Interests, the one-month period ending on the last day of the calendar month
immediately preceding the month in which such Distribution Date
occurs.
“Interest
Carry Forward Amount”:
With
respect to any Distribution Date and any Class A Certificate or Mezzanine
Certificate, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class as of the immediately preceding Distribution
Date exceeded (b) the actual amount distributed on such Class in respect of
interest on such immediately preceding Distribution Date and (ii) the amount
of
any Interest Carry Forward Amount for such Class remaining unpaid from the
previous Distribution Date, plus accrued interest on such sum calculated at
the
related Pass-Through Rate for the most recently ended Interest Accrual
Period.
“Interest
Determination Date”:
With
respect to the Class A Certificates, the Mezzanine Certificates, REMIC I Regular
Interests and REMIC II Regular Interests (other than REMIC II Regular Interest
P) and any Interest Accrual Period therefor, the second London Business Day
preceding the commencement of such Interest Accrual Period.
“Interest
Distribution Amount”:
With
respect to any Distribution Date and any Class A Certificates, any Mezzanine
Certificates and any Class CE Certificates, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution
Date.
“Interest
Remittance Amount”:
With
respect to any Distribution Date, the sum of (i) the Group I Interest Remittance
Amount and (ii) the Group II Interest Remittance Amount.
“ISDA
Master Agreement”:
The
ISDA Master Agreement dated as of July 31, 2006, as amended and supplemented
from time to time, between the Swap Provider and the Trustee.
“Last
Scheduled Distribution Date”:
The
Distribution Date occurring in August 2036, which is the Distribution Date
immediately following the maturity date for the Mortgage Loan with the latest
maturity date.
“Late
Collections”:
With
respect to any Mortgage Loan and any Due Period, all amounts received subsequent
to the Determination Date immediately following such Due Period with respect
to
such Mortgage Loan, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent for
such Due Period and not previously recovered.
“Liquidation
Event”:
With
respect to any Mortgage Loan, any of the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final Recovery Determination is made as to such
Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC I by reason
of
its being purchased, sold or replaced pursuant to or as contemplated by Section
2.03, Section 3.13(c) or Section 10.01 of this Agreement. With respect to any
REO Property, either of the following events: (i) a Final Recovery Determination
is made as to such REO Property or (ii) such REO Property is removed from REMIC
I by reason of its being purchased pursuant to Section 10.01.
“Liquidation
Proceeds”:
The
amount (other than Insurance Proceeds, amounts received in respect of the rental
of any REO Property prior to REO Disposition, or required to be released to
a
Mortgagor or a senior lienholder in accordance with applicable law or the terms
of the related Mortgage Loan Documents) received by the Servicer in connection
with (i) the taking of all or a part of a Mortgaged Property by exercise of
the
power of eminent domain or condemnation (other than amounts required to be
released to the Mortgagor or a senior lienholder), (ii) the liquidation of
a
defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise,
(iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property
pursuant to or as contemplated by Section 2.03, Section 3.13(c), Section 3.22
or
Section 10.01 of this Agreement or (iv) any Subsequent Recoveries.
“Loan-to-Value
Ratio”:
As of
any date of determination, the fraction, expressed as a percentage, the
numerator of which is the principal balance of the related Mortgage Loan at
such
date and the denominator of which is the Value of the related Mortgaged
Property.
“London
Business Day”:
Any
day on which banks in the Cities of London and New York are open and conducting
transactions in United States dollars.
“Loss
Severity Percentage”:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the amount of Realized Losses incurred on a Mortgage
Loan
and the denominator of which is the principal balance of such Mortgage Loan
immediately prior to the liquidation of such Mortgage Loan.
“Marker
Rate”:
With
respect to the Class CE Certificates and any Distribution Date, a per annum
rate
equal to two (2) times the weighted average of the REMIC II Remittance Rate
for
each of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC
II
Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest
A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest
M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest
M-10, REMIC II Regular Interest M-11 and REMIC II Regular Interest ZZ, with
the
rate on each such REMIC II Regular Interest (other than REMIC II Regular
Interest ZZ) subject to a cap equal to the lesser of (i) the related One-Month
LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate for
the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC II Regular Interest ZZ subject
to a
cap of zero for the purpose of this calculation; provided however, each such
cap
for each REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
shall be multiplied by a fraction the numerator of which is the actual number
of
days in the related Interest Accrual Period and the denominator of which is
30.
“Master
Servicer”:
As of
the Closing Date, Xxxxx Fargo Bank, National Association and thereafter, its
respective successors in interest who meet the qualifications of this Agreement.
The Master Servicer and the Securities Administrator shall at all times be
the
same Person or an Affiliate.
“Master
Servicer Event of Default”:
One or
more of the events described in Section 8.01(b).
“Master
Servicing Fee”:
With
respect to each Mortgage Loan and for any calendar month, an amount equal to
one-twelfth of the product of the Master Servicing Fee Rate multiplied by the
Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
preceding calendar month.
“Master
Servicing Fee Rate”:
0.0125% per annum.
“Maximum
ZZ Uncertificated Interest Deferral Amount”:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC
II
Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
II
Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC
II
Regular Interest M-11 for such Distribution Date, with the rate on each such
REMIC II Regular Interest subject to a cap equal to the lesser of (i) the
related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
Pass-Through Rate for the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided however, each such cap for
each
REMIC II Regular Interest shall be multiplied by a fraction the numerator of
which is the actual number of days in the related Interest Accrual Period and
the denominator of which is 30.
“Maximum
Mortgage Rate”:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”:
The
system of recording transfers of mortgages electronically maintained by
MERS.
“Mezzanine
Certificate”:
Any
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10 or Class M-11 Certificate.
“MIN”:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
“Minimum
Mortgage Rate”:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
“MOM
Loan”:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
“Monthly
Payment”:
With
respect to any Mortgage Loan, the scheduled monthly payment of principal and
interest on such Mortgage Loan which is payable by the related Mortgagor from
time to time under the related Mortgage Note, determined: (a) after giving
effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect
to such Mortgage Loan and (ii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act or similar
state or local laws; (b) without giving effect to any extension granted or
agreed to by the Servicer pursuant to Section 3.01 of this Agreement; and (c)
on
the assumption that all other amounts, if any, due under such Mortgage Loan
are
paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc. or any successor in interest.
“Mortgage”:
The
mortgage, deed of trust or other instrument creating a first or second lien
on,
or first or second priority security interest in, a Mortgaged Property securing
a Mortgage Note.
“Mortgage
File”:
The
Mortgage Loan Documents pertaining to a particular Mortgage Loan.
“Mortgage
Loan”:
Each
mortgage loan transferred and assigned to the Trustee and the Mortgage Loan
Documents for which have been delivered to the related Custodian pursuant to
Section 2.01 of this Agreement and pursuant to the related Custodial Agreement,
as held from time to time as a part of the Trust Fund, the Mortgage Loans so
held being identified in the Mortgage Loan Schedule.
“Mortgage
Loan Documents”:
The
documents evidencing or relating to each Mortgage Loan delivered to the
applicable Custodian under the related Custodial Agreement on behalf of the
Trustee.
“Mortgage
Loan Purchase Agreement”:
Shall
mean the Mortgage Loan Purchase Agreement dated as of July 31, 2006, between
the
Depositor and the Sponsor, a copy of which is attached hereto as
Exhibit F.
“Mortgage
Loan Schedule”:
As of
any date, the list of Mortgage Loans included in REMIC I on such date,
separately identifying the Group I Mortgage Loans and the Group II Mortgage
Loans, attached hereto as Schedule
1.
The
Depositor shall deliver or cause the delivery of the initial Mortgage Loan
Schedule to the Servicer, the Master Servicer, the Custodians and the Trustee
on
the Closing Date. The Mortgage Loan Schedule shall set forth the following
information with respect to each Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) the
Mortgagor’s first and last name;
(iii) the
street address of the Mortgaged Property including the state and zip
code;
(iv) a
code
indicating whether the Mortgaged Property is owner-occupied;
(v) the
type
of Residential Dwelling constituting the Mortgaged Property;
(vi) the
original months to maturity;
(vii) the
original date of the Mortgage Loan and the remaining months to maturity from
the
Cut-off Date, based on the original amortization schedule;
(viii) the
Loan-to-Value Ratio at origination;
(ix) the
Mortgage Rate in effect immediately following the Cut-off Date;
(x) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(xi) the
stated maturity date;
(xii) the
amount of the Monthly Payment at origination;
(xiii) the
amount of the Monthly Payment as of the Cut-off Date;
(xiv) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xv) the
original principal amount of the Mortgage Loan;
(xvi) the
Stated Principal Balance of the Mortgage Loan as of the close of business on
the
Cut-off Date;
(xvii) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment
Date;
(xviii) with
respect to each Adjustable Rate Mortgage Loan, the Gross Margin;
(xix) a
code
indicating the purpose of the loan (i.e., purchase financing, rate/term
refinancing, cash-out refinancing);
(xx) with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
the terms of the Mortgage Note;
(xxi) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
the terms of the Mortgage Note;
(xxii) the
Mortgage Rate at origination;
(xxiii) with
respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
Cap;
(xxiv) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
immediately following the Cut-off Date;
(xxv) with
respect to each Adjustable Rate Mortgage Loan, the related Index;
(xxvi) the
date
on which the first Monthly Payment was due on the Mortgage Loan and, if such
date is not consistent with the Due Date currently in effect, such Due
Date;
(xxvii) a
code
indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
a
fixed rate Mortgage Loan;
(xxviii) a
code
indicating the documentation style (i.e., full, stated or limited);
(xxix) a
code
indicating if the Mortgage Loan is subject to a primary insurance policy or
lender paid mortgage insurance policy and the name of the insurer, and if
applicable, the rate payable in connection therewith;
(xxx) the
Appraised Value of the Mortgaged Property;
(xxxi) the
sale
price of the Mortgaged Property, if applicable;
(xxxii) a
code
indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
term
of such Prepayment Charge and the amount of such Prepayment Charge;
(xxxiii) the
product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
etc.);
(xxxiv) the
Mortgagor’s debt to income ratio;
(xxxv) the
FICO
score at origination;
(xxxvi) with
respect to each Mortgage Loan registered on MERS, the MIN;
(xxxvii) the
applicable Custodian; and
(xxxviii) a
code
indicating whether the Mortgage Loan is secured by a first or second
lien.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
of
Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
the
weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
amended from time to time by the Depositor in accordance with the provisions
of
this Agreement. With respect to any Qualified Substitute Mortgage Loan, the
Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
determined in accordance with the definition of Cut-off Date
herein.
“Mortgage
Note”:
The
original executed note or other evidence of the indebtedness of a Mortgagor
under a Mortgage Loan.
“Mortgage
Rate”:
With
respect to each Mortgage Loan, the annual rate at which interest accrues on
such
Mortgage Loan from time to time in accordance with the provisions of the related
Mortgage Note, which rate with respect to each Adjustable Rate Mortgage Loan
(A)
as of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as
of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such
Adjustable Rate Mortgage Loan on any Adjustment Date shall never be more than
the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
to
the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall never be less than the greater of
(i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date
of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
“Mortgaged
Property”:
The
underlying property securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The
obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”:
With
respect to any Distribution Date, the sum of (i) any Overcollateralization
Reduction Amount for such Distribution Date and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the aggregate Senior Interest Distribution Amounts
payable to the Holders of the Class A Certificates, (B) the aggregate Interest
Distribution Amounts payable to the holders of the Mezzanine Certificates,
(C)
the Principal Remittance Amount and (D) any Net Swap Payment or Swap Termination
Payment (not caused by the occurrence of a Swap Provider Trigger Event) owed
to
the Swap Provider (to the extent such amount has not been paid by the Securities
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Trustee
on behalf of the Supplemental Interest Trust).
“Net
Mortgage Rate”:
With
respect to any Mortgage Loan (or the related REO Property) as of any date of
determination, a per annum rate of interest equal to the then applicable
Mortgage Rate for such Mortgage Loan minus the Administration Fee
Rate.
“Net
Swap Payment”:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or Securities
Administrator from the Supplemental Interest Trust, which net payment shall
not
take into account any Swap Termination Payment.
“Net
WAC Pass-Through Rate”:
With
respect to the Class A-1 Certificates and any Distribution Date, a rate per
annum (adjusted for the actual number of days elapsed in the related Interest
Accrual Period) equal to the product of (i) twelve and (ii) a fraction,
expressed as a percentage, the numerator of which is the amount of interest
which accrued on the Group I Mortgage Loans in the prior calendar month minus
the fees payable to the Servicer, the Master Servicer and the Credit Risk
Manager with respect to the Group I Mortgage Loans for such Distribution Date
and the Group I Allocation Percentage of any Net Swap Payment payable to the
Swap Provider and Swap Termination Payment payable to the Swap Provider which
was not caused by the occurrence of a Swap Provider Trigger Event (to the extent
such amount has not been paid by the Securities Administrator from any upfront
payment received pursuant to any related replacement interest rate swap
agreement that may be entered into by the Trustee on behalf of the Supplemental
Interest Trust), in each case for such Distribution Date and the denominator
of
which is the aggregate principal balance of the Group I Mortgage Loans as of
the
last day of the immediately preceding Due Period (or as of the Cut-off Date
with
respect to the first Distribution Date). For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted average
of
(adjusted for the actual number of days elapsed in the related Interest Accrual
Period) the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP,
weighted on the basis of the Uncertificated Balance of such REMIC II Regular
Interest.
With
respect to the Class A-2 Certificates and any Distribution Date, a rate per
annum (adjusted for the actual number of days elapsed in the related Interest
Accrual Period) equal to the product of (i) twelve and (ii) a fraction,
expressed as a percentage, the numerator of which is the amount of interest
which accrued on the Group II Mortgage Loans in the prior calendar month minus
the fees payable to the Servicer, the Master Servicer and the Credit Risk
Manager with respect to the Group II Mortgage Loans for such Distribution Date
and the Group II Allocation Percentage of any Net Swap Payment payable to the
Swap Provider and Swap Termination Payment payable to the Swap Provider which
was not caused by the occurrence of a Swap Provider Trigger Event (to the extent
such amount has not been paid by the Securities Administrator from any upfront
payment received pursuant to any related replacement interest rate swap
agreement that may be entered into by the Trustee on behalf of the Supplemental
Interest Trust), in each case for such Distribution Date and the denominator
of
which is the aggregate principal balance of the Group II Mortgage Loans as
of
the last day of the immediately preceding Due Period (or as of the Cut-off
Date
with respect to the first Distribution Date). For federal income tax purposes,
the economic equivalent of such rate shall be expressed as the weighted average
of (adjusted for the actual number of days elapsed in the related Interest
Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest
II-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
Regular Interest.
With
respect to the Mezzanine Certificates and any Distribution Date a rate per
annum
equal to the weighted average (weighted in proportion to the results of
subtracting from the Scheduled Principal Balance of each loan group, the
Certificate Principal Balance of the related Class A Certificates), of (i)
the
Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the Net WAC
Pass-Through Rate for the Class A-2 Certificates. For federal income tax
purposes, the economic equivalent of such rate shall be expressed as the
weighted average of (adjusted for the actual number of days elapsed in the
related Interest Accrual Period) the REMIC II Remittance Rates on (a) REMIC
II
Regular Interest I-SUB, subject to a cap and a floor equal to the REMIC II
Remittance Rate on REMIC II Regular Interest I-GRP, and (b) REMIC II Regular
Interest II-SUB, subject to a cap and a floor equal to the REMIC II Remittance
Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the
Uncertificated Balance of each such REMIC II Regular Interest.
“New
Lease”:
Any
lease of REO Property entered into on behalf of REMIC I, including any lease
renewed or extended on behalf of REMIC I, if REMIC I has the right to
renegotiate the terms of such lease.
“Nonrecoverable
P&I Advance”:
Any
P&I Advance previously made or proposed to be made in respect of a Mortgage
Loan or REO Property that, in the good faith business judgment of the Servicer
or a successor to the Servicer (including the Master Servicer) will not or,
in
the case of a proposed P&I Advance, would not be ultimately recoverable from
related Late Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
“Nonrecoverable
Servicing Advance”:
Any
Servicing Advance previously made or proposed to be made in respect of a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer or a successor to the Servicer (including the Master Servicer) will
not
or, in the case of a proposed Servicing Advance, would not be ultimately
recoverable from related Late Collections, Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.
“Non-United
States Person”:
Any
Person other than a United States Person.
“Notional
Amount”:
With
respect to the Class CE Certificates and any Distribution Date, the
Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
II
Regular Interest P) for such Distribution Date. As of the Closing Date, the
Notional Amount of the Class CE Certificates is equal to
$567,565,584.16.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Balance of the REMIC I Regular Interests ending
with the designation “A” listed below:
Distribution
Date
|
REMIC
I Regular Interests
|
|
1st
through 7th
|
I-1-A
through I-39-A and II-1-A through II-39-A
|
|
8
|
I-2-A
through I-39-A and II-2-A through II-39-A
|
|
9
|
I-3-A
through I-39-A and II-3-A through II-39-A
|
|
10
|
I-4-A
through I-39-A and II-4-A through II-39-A
|
|
11
|
I-5-A
through I-39-A and II-5-A through II-39-A
|
|
12
|
I-6-A
through I-39-A and II-6-A through II-39-A
|
|
13
|
I-7-A
through I-39-A and II-7-A through II-39-A
|
|
14
|
I-8-A
through I-39-A and II-8-A through II-39-A
|
|
15
|
I-9-A
through I-39-A and II-9-A through II-39-A
|
|
16
|
I-10-A
through I-39-A and II-10-A through II-39-A
|
|
17
|
I-11-A
through I-39-A and II-11-A through II-39-A
|
|
18
|
I-12-A
through I-39-A and II-12-A through II-39-A
|
|
19
|
I-13-A
through I-39-A and II-13-A through II-39-A
|
|
20
|
I-14-A
through I-39-A and II-14-A through II-39-A
|
|
21
|
I-15-A
through I-39-A and II-15-A through II-39-A
|
|
22
|
I-16-A
through I-39-A and II-16-A through II-39-A
|
|
23
|
I-17-A
through I-39-A and II-17-A through II-39-A
|
|
24
|
I-18-A
through I-39-A and II-18-A through II-39-A
|
|
25
|
I-19-A
through I-39-A and II-19-A through II-39-A
|
|
26
|
I-20-A
through I-39-A and II-20-A through II-39-A
|
|
27
|
I-21-A
through I-39-A and II-21-A through II-39-A
|
|
28
|
I-22-A
through I-39-A and II-22-A through II-39-A
|
|
29
|
I-23-A
through I-39-A and II-23-A through II-39-A
|
|
30
|
I-24-A
through I-39-A and II-24-A through II-39-A
|
|
31
|
I-25-A
through I-39-A and II-25-A through II-39-A
|
|
32
|
I-26-A
through I-39-A and II-26-A through II-39-A
|
|
33
|
I-27-A
through I-39-A and II-27-A through II-39-A
|
|
34
|
I-28-A
through I-39-A and II-28-A through II-39-A
|
|
35
|
I-29-A
through I-39-A and II-29-A through II-39-A
|
|
36
|
I-30-A
through I-39-A and II-30-A through II-39-A
|
|
37
|
I-31-A
through I-39-A and II-31-A through II-39-A
|
|
38
|
I-32-A
through I-39-A and II-32-A through II-39-A
|
|
39
|
I-33-A
through I-39-A and II-33-A through II-39-A
|
|
40
|
I-34-A
through I-39-A and II-34-A through II-39-A
|
|
41
|
I-35-A
through I-39-A and II-35-A through II-39-A
|
|
42
|
I-36-A
through I-39-A and II-36-A through II-39-A
|
|
43
|
I-37-A
through I-39-A and II-37-A through II-39-A
|
|
44
|
I-38-A
and I-39-A and II-38-A and II-39-A
|
|
45
|
I-39-A
and II-39-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Notional Amount of the REMIC II Regular Interest IO.
“Ocwen”:
Ocwen
Loan Servicing, LLC or any successor thereto appointed hereunder in connection
with the servicing and administration of the Mortgage Loans.
“Offered
Certificates”:
The
Class A Certificates and the Mezzanine Certificates, collectively.
“Officer’s
Certificate”:
With
respect to any Person, a certificate signed by the Chairman of the Board, the
Vice Chairman of the Board, the President or a vice president (however
denominated), or by the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of such Person (or, in the case of a Person
that is not a corporation, signed by the person or persons having like
responsibilities).
“One-Month
LIBOR”:
With
respect to the Class A Certificates, the Mezzanine Certificates, REMIC II
Regular Interests (other than REMIC II Regular Interest P) and any Interest
Accrual Period therefor, the rate determined by the Securities Administrator
on
the related Interest Determination Date on the basis of the offered rate for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750
as of
11:00 a.m. (London time) on such Interest Determination Date; provided that
if
such rate does not appear on Telerate Page 3750, the rate for such date will
be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In such event, the Securities Administrator will request
the
principal London office of each of the Reference Banks to provide a quotation
of
its rate. If on such Interest Determination Date, two or more Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of 1/16). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be
the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
the
priorities described above, LIBOR for an Interest Determination Date would
be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Securities Administrator shall
select an alternative comparable index (over which the Securities Administrator
has no control), used for determining one-month Eurodollar lending rates that
is
calculated and published (or otherwise made available) by an independent party.
The establishment of One-Month LIBOR by the Securities Administrator and the
Securities Administrator’s subsequent calculation of the One-Month LIBOR
Pass-Through Rates for the relevant Interest Accrual Period, shall, in the
absence of manifest error, be final and binding.
“One-Month
LIBOR Pass-Through Rate”:
With
respect to the Class A-1 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest A-1, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class A-2A Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2A, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class A-2B Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2B, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class A-2C Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2C, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class A-2D Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest A-2D, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-1, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-2, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-3, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-4, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-5, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-6, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-7 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-7, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-8 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-8, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-9 Certificates and, for purposes of the definition of
“Marker Rate”, REMIC II Regular Interest M-9, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-10 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-10, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
With
respect to the Class M-11 Certificates and, for purposes of the definition
of
“Marker Rate”, REMIC II Regular Interest M-11, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
“Opinion
of Counsel”:
A
written opinion of counsel, who may, without limitation, be salaried counsel
for
the Depositor, the Servicer, the Securities Administrator or the Master
Servicer, acceptable to the Trustee, except that any opinion of counsel relating
to (a) the qualification of any REMIC as a REMIC or (b) compliance with the
REMIC Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”:
The
Distribution Date on which the aggregate principal balance of the Mortgage
Loans
(and properties acquired in respect thereof) remaining in the Trust Fund as
of
the last day of the related Due Period is reduced to less than or equal to
10%
of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Overcollateralization
Amount”:
With
respect to any Distribution Date, the excess, if any, of (a) the aggregate
Stated Principal Balances of the Mortgage Loans and REO Properties immediately
following such Distribution Date over (b) the sum of the aggregate Certificate
Principal Balances of the Class A Certificates, the Mezzanine Certificates
and
the Class P Certificates as of such Distribution Date (after taking into account
the payment of the Principal Remittance Amount on such Distribution
Date).
“Overcollateralization
Increase Amount”:
With
respect to any Distribution Date, the amount of Net Monthly Excess Cashflow
actually applied as an accelerated payment of principal to the Class A
Certificates and the Mezzanine Certificates then entitled to distributions
of
principal to the extent the Required Overcollateralization Amount exceeds the
Overcollateralization Amount.
“Overcollateralization
Reduction Amount”:
With
respect to any Distribution Date, the lesser of (i) the amount by which the
Overcollateralization Amount exceeds the Required Overcollateralization Amount
and (ii) the Principal Remittance Amount; provided however that on any
Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Reduction Amount shall equal zero.
“Ownership
Interest”:
As to
any Certificate, any ownership or security interest in such Certificate,
including any interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner
or
as pledgee.
“P&I
Advance”:
As to
any Mortgage Loan or REO Property, any advance made by the Servicer in respect
of any Determination Date pursuant to Section 5.03 of this Agreement, an Advance
Financing Person pursuant to Section 3.26 of this Agreement or in respect of
any
Distribution Date by a successor Servicer pursuant to Section 8.02 of this
Agreement (which advances shall not include principal or interest shortfalls
due
to bankruptcy proceedings or application of the Relief Act or similar state
or
local laws.)
“Pass-Through
Rate”:
With
respect to the Class A Certificates and the Mezzanine Certificates, and any
Distribution Date, a rate per annum equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.
With
respect to the Class CE Certificates and any Distribution Date, a rate per
annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amounts calculated pursuant to clauses (i) through (xix) below,
and
the denominator of which is the aggregate Uncertificated Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
II
Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II
Regular Interest M-10, REMIC II Regular Interest M-11 and REMIC II Regular
Interest ZZ. For purposes of calculating the Pass-Through Rate for the Class
CE
Certificates, the numerator is equal to the sum of the following
components:
(i) the
REMIC
II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest AA;
(ii) the
REMIC
II Remittance Rate for REMIC II Regular Interest A-1 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest A-1;
(iii) the
REMIC
II Remittance Rate for REMIC II Regular Interest A-2A minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest A-2A;
(iv) the
REMIC
II Remittance Rate for REMIC II Regular Interest A-2B minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest A-2B;
(v) the
REMIC
II Remittance Rate for REMIC II Regular Interest A-2C minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest A-2C;
(vi) the
REMIC
II Remittance Rate for REMIC II Regular Interest A-2D minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest A-2D;
(vii) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-1 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-1;
(viii) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-2 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-2;
(ix) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-3 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-3;
(x) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-4 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-4;
(xi) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-5 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-5;
(xii) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-6 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-6;
(xiii) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-7 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-7;
(xiv) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-8 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-8;
(xv) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-9 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-9;
(xvi) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-10 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-10;
(xvii) the
REMIC
II Remittance Rate for REMIC II Regular Interest M-11 minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest M-11;
(xviii) the
REMIC
II Remittance Rate for REMIC II Regular Interest ZZ minus the Marker Rate,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest ZZ; and
(xix) 100%
of
the interest on REMIC II Regular Interest P.
The
Class
IO Interest shall not have a Pass-Through Rate, but current interest for the
Class IO Interest and each Distribution Date shall be an amount equal to 100%
of
the amounts distributable to REMIC II Regular Interest IO for such Distribution
Date.
“PCAOB”:
Means
the
Public Company Accounting Oversight Board.
“Percentage
Interest”:
With
respect to any Class of Certificates (other than the Residual Certificates),
the
undivided percentage ownership in such Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the initial Certificate
Principal Balance represented by such Certificate and the denominator of which
is the aggregate initial Certificate Principal Balance or Notional Amount of
all
of the Certificates of such Class. The Class A Certificates and the Mezzanine
Certificates are issuable only in minimum Percentage Interests corresponding
to
minimum initial Certificate Principal Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Class P Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances
of
$20 and integral multiples thereof. The Class CE Certificates are issuable
only
in minimum Percentage Interests corresponding to minimum initial Notional
Balances of $10,000 and integral multiples of $1.00 in excess thereof; provided,
however, that a single Certificate of each such Class of Certificates may be
issued having a Percentage Interest corresponding to the remainder of the
aggregate initial Notional Balance of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by
such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and integral multiples
of 5% in excess thereof.
“Periodic
Rate Cap”:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Adjustable Rate Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”:
Any
one or more of the following obligations or securities acquired at a purchase
price of not greater than par, regardless of whether issued by the Depositor,
the Servicer, the Master Servicer, the Trustee or any of their respective
Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in the highest available rating
category of Moody’s and S&P and provided that each such investment has an
original maturity of no more than 365 days; and provided further that, if the
only Rating Agency is S&P and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such
subsidiary are not separately rated, the applicable rating shall be that of
the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating of
such
institution shall be A-1+ in the case of S&P if S&P is the Rating
Agency; and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated A-1+ or higher by S&P, and A2 or
higher by Moody’s, provided, however, that collateral transferred pursuant to
such repurchase obligation must be of the type described in clause (i) above
and
must (A) be valued daily at current market prices plus accrued interest, (B)
pursuant to such valuation, be equal, at all times, to 105% of the cash
transferred by a party in exchange for such collateral and (C) be delivered
to
such party or, if such party is supplying the collateral, an agent for such
party, in such a manner as to accomplish perfection of a security interest
in
the collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state thereof
and that are rated by each Rating Agency that rates such securities in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by each Rating
Agency that rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds that have been rated “AAAm” or “AAAm-G” by S&P or “Aaa”
by Moody’s including any such money market fund managed or advised by the Master
Servicer, the Trustee or any of their Affiliates; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies as a permitted investment of funds backing
securities having ratings equivalent to its highest initial rating of the Class
A Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.