STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator RISK MANAGEMENT GROUP, LLC, as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
XXXXX
FARGO BANK, N.A., as
Master
Servicer and Securities Administrator
RISK
MANAGEMENT GROUP, LLC, as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION, as Trustee
Dated
as
of November 1, 2006
STRUCTURED
ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-BC5
TABLE
OF
CONTENTS
Page
|
|||||||
ARTICLE
I DEFINITIONS
|
|||||||
Section
1.01.
|
Definitions.
|
16
|
|||||
Section
1.02.
|
Calculations
Respecting Mortgage Loans.
|
62
|
|||||
Section
1.03.
|
Calculations
Respecting Accrued Interest.
|
62
|
|||||
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
|||||||
Section
2.01.
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
63
|
|||||
Section
2.02.
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
67
|
|||||
Section
2.03.
|
Representations
and Warranties of the Depositor.
|
69
|
|||||
Section
2.04.
|
Discovery
of Breach.
|
71
|
|||||
Section
2.05.
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
71
|
|||||
Section
2.06.
|
Grant
Clause.
|
72
|
|||||
ARTICLE
III THE CERTIFICATES
|
|||||||
Section
3.01.
|
The
Certificates.
|
74
|
|||||
Section
3.02.
|
Registration.
|
75
|
|||||
Section
3.03.
|
Transfer
and Exchange of Certificates.
|
76
|
|||||
Section
3.04.
|
Cancellation
of Certificates.
|
82
|
|||||
Section
3.05.
|
Replacement
of Certificates.
|
82
|
|||||
Section
3.06.
|
Persons
Deemed Owners.
|
83
|
|||||
Section
3.07.
|
Temporary
Certificates.
|
83
|
|||||
Section
3.08.
|
Appointment
of Paying Agent.
|
83
|
|||||
Section
3.09.
|
Book-Entry
Certificates.
|
84
|
|||||
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
|||||||
Section
4.01.
|
Certificate
Account.
|
86
|
|||||
Section
4.02.
|
Application
of Funds in the Certificate Account.
|
88
|
|||||
Section
4.03.
|
Reports
to Certificateholders.
|
90
|
|||||
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
|||||||
Section
5.01.
|
Distributions
Generally.
|
95
|
|||||
Section
5.02.
|
Distributions
from the Certificate Account.
|
95
|
|||||
Section
5.03.
|
Allocation
of Losses.
|
109
|
|||||
Section
5.04.
|
Advances
by Master Servicer and Servicers .
|
109
|
|||||
Section
5.05.
|
Compensating
Interest Payments.
|
110
|
|||||
Section
5.06.
|
Basis
Risk Reserve Fund.
|
110
|
|||||
Section
5.07.
|
Supplemental
Interest Trust.
|
110
|
|||||
Section
5.08.
|
Rights
of Swap Counterparty.
|
113
|
|||||
Section
5.09.
|
Termination
Receipts.
|
114
|
|||||
Section
5.10.
|
Final
Maturity Reserve Trust.
|
115
|
i
ARTICLE
VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
OF
DEFAULT
|
|||||||
Section
6.01.
|
Duties
of Trustee and Securities Administrator.
|
116
|
|||||
Section
6.02.
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
119
|
|||||
Section
6.03.
|
Trustee
and Securities Administrator Not Liable for Certificates.
|
121
|
|||||
Section
6.04.
|
Trustee
and the Securities Administrator May Own Certificates.
|
121
|
|||||
Section
6.05.
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
121
|
|||||
Section
6.06.
|
Resignation
and Removal of Trustee and the Securities Administrator.
|
122
|
|||||
Section
6.07.
|
Successor
Trustee and Successor Securities Administrator.
|
123
|
|||||
Section
6.08.
|
Merger
or Consolidation of Trustee or the Securities
Administrator.
|
124
|
|||||
Section
6.09.
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
125
|
|||||
Section
6.10.
|
Authenticating
Agents.
|
126
|
|||||
Section
6.11.
|
Indemnification
of Trustee and Securities Administrator.
|
127
|
|||||
Section
6.12.
|
Fees
and Expenses of Securities Administrator, Trustee and
Custodians.
|
128
|
|||||
Section
6.13.
|
Collection
of Monies.
|
129
|
|||||
Section
6.14.
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
129
|
|||||
Section
6.15.
|
Additional
Remedies of Trustee Upon Event of Default.
|
133
|
|||||
Section
6.16.
|
Waiver
of Defaults.
|
134
|
|||||
Section
6.17.
|
Notification
to Holders.
|
134
|
|||||
Section
6.18.
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
134
|
|||||
Section
6.19.
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
135
|
|||||
Section
6.20.
|
Preparation
of Tax Returns and Other Reports.
|
135
|
|||||
Section
6.21.
|
Reporting
Requirements of the Commission
|
142
|
|||||
Section
6.22.
|
No
Merger.
|
143
|
|||||
Section
6.23.
|
Indemnification
by the Securities Administrator.
|
143
|
|||||
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
|||||||
Section
7.01.
|
Purchase
of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
Regular Interests.
|
143
|
|||||
Section
7.02.
|
Procedure
Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1
Uncertificated Regular Interests.
|
145
|
|||||
Section
7.03.
|
Additional
Trust Fund Termination Event or Purchase of the Lower Tier REMIC
1
Uncertificated Regular Interests.
|
147
|
|||||
Section
7.04.
|
Optional
Repurchase Right.
|
148
|
|||||
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
|||||||
Section
8.01.
|
Limitation
on Rights of Holders.
|
148
|
|||||
Section
8.02.
|
Access
to List of Holders.
|
149
|
|||||
Section
8.03.
|
Acts
of Holders of Certificates.
|
150
|
ii
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CREDIT RISK
MANAGER
|
|||||||
Section
9.01.
|
Duties
of the Master Servicer.
|
151
|
|||||
Section
9.02.
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
Policy.
|
151
|
|||||
Section
9.03.
|
Master
Servicer’s
Financial Statements and Related Information.
|
152
|
|||||
Section
9.04.
|
Power
to Act; Procedures.
|
152
|
|||||
Section
9.05.
|
Enforcement
of Servicer’s
and Master Servicer’s
Obligations.
|
154
|
|||||
Section
9.06.
|
Collection
of Taxes, Assessments and Similar Items.
|
155
|
|||||
Section
9.07.
|
Termination
of Servicing Agreements; Successor Servicers.
|
156
|
|||||
Section
9.08.
|
Master
Servicer Liable for Enforcement.
|
157
|
|||||
Section
9.09.
|
No
Contractual Relationship Between Any Servicer and Trustee or
Depositor.
|
157
|
|||||
Section
9.10.
|
Assumption
of Servicing Agreement by Securities Administrator.
|
157
|
|||||
Section
9.11.
|
Due-on-Sale
Clauses; Assumption Agreements.
|
158
|
|||||
Section
9.12.
|
Release
of Mortgage Files.
|
158
|
|||||
Section
9.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
159
|
|||||
Section
9.14.
|
Representations
and Warranties of the Master Servicer.
|
160
|
|||||
Section
9.15.
|
Opinion.
|
162
|
|||||
Section
9.16.
|
Standard
Hazard and Flood Insurance Policies.
|
163
|
|||||
Section
9.17.
|
Presentment
of Claims and Collection of Proceeds.
|
163
|
|||||
Section
9.18.
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
163
|
|||||
Section
9.19.
|
Trustee
To Retain Possession of Certain Insurance Policies and
Documents.
|
164
|
|||||
Section
9.20.
|
[Reserved]
|
|
164
|
||||
Section
9.21.
|
Compensation
to the Master Servicer.
|
164
|
|||||
Section
9.22.
|
REO
Property.
|
165
|
|||||
Section
9.23.
|
Notices
to the Depositor and the Securities Administrator
|
165
|
|||||
Section
9.24.
|
Reports
to the Trustee and the Securities Administrator.
|
166
|
|||||
Section
9.25.
|
Assessment
of Compliance and Attestation Reports.
|
167
|
|||||
Section
9.26.
|
Annual
Statement of Compliance with Applicable Servicing Criteria
.
|
168
|
|||||
Section
9.27.
|
Merger
or Consolidation.
|
168
|
|||||
Section
9.28.
|
Resignation
of Master Servicer.
|
169
|
|||||
Section
9.29.
|
Assignment
or Delegation of Duties by the Master Servicer.
|
169
|
|||||
Section
9.30.
|
Limitation
on Liability of the Master Servicer and Others.
|
170
|
|||||
Section
9.31.
|
Indemnification;
Third-Party Claims.
|
171
|
|||||
Section
9.32.
|
Special
Servicing of Delinquent Mortgage Loans.
|
171
|
|||||
Section
9.33.
|
Alternative
Index.
|
171
|
|||||
Section
9.34.
|
Duties
of the Credit Risk Manager.
|
172
|
|||||
Section
9.35.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
174
|
|||||
Section
9.36.
|
Indemnification
by the Credit Risk Manager.
|
174
|
|||||
Section
9.37.
|
Removal
of Credit Risk Manager.
|
174
|
|||||
ARTICLE
X REMIC ADMINISTRATION
|
|||||||
Section
10.01.
|
REMIC
Administration.
|
175
|
|||||
Section
10.02.
|
Prohibited
Transactions and Activities.
|
178
|
iii
Section
10.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
178
|
|||||
Section
10.04.
|
REO
Property.
|
179
|
|||||
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
|||||||
Section
11.01.
|
Binding
Nature of Agreement; Assignment.
|
179
|
|||||
Section
11.02.
|
Entire
Agreement.
|
180
|
|||||
Section
11.03.
|
Amendment.
|
180
|
|||||
Section
11.04.
|
Voting
Rights.
|
182
|
|||||
Section
11.05.
|
Provision
of Information.
|
182
|
|||||
Section
11.06.
|
Governing
Law.
|
183
|
|||||
Section
11.07.
|
Notices.
|
183
|
|||||
Section
11.08.
|
Severability
of Provisions.
|
183
|
|||||
Section
11.09.
|
Indulgences;
No Waivers.
|
184
|
|||||
Section
11.10.
|
Headings
Not To Affect Interpretation.
|
184
|
|||||
Section
11.11.
|
Benefits
of Agreement.
|
184
|
|||||
Section
11.12.
|
Special
Notices to the Rating Agencies and any NIMS Insurer.
|
184
|
|||||
Section
11.13.
|
Conflicts.
|
185
|
|||||
Section
11.14.
|
Counterparts.
|
185
|
|||||
Section
11.15.
|
Transfer
of Servicing.
|
186
|
iv
ATTACHMENTS
Exhibit
A
|
Forms
of Certificates
|
Exhibit
B-1
|
Form
of Initial Certification
|
Exhibit
B-2
|
Form
of Interim Certification
|
Exhibit
B-3
|
Form
of Final Certification
|
Exhibit
B-4
|
Form
of Endorsement
|
Exhibit
C
|
Request
for Release of Documents and
Receipt
|
Exhibit
D-l
|
Form
of Residual Certificate Transfer Affidavit
(Transferee)
|
Exhibit
D-2
|
Form
of Residual Certificate Transfer Affidavit
(Transferor)
|
Exhibit
E
|
List
of Servicing Agreements
|
Exhibit
F
|
Form
of Rule 144A Transfer Certificate
|
Exhibit
G
|
Form
of Purchaser’s Letter for Institutional Accredited Investors
|
Exhibit
H
|
Form
of ERISA Transfer Affidavit
|
Exhibit
I
|
Monthly
Remittance Advice
|
Exhibit
J
|
Monthly
Electronic Data Transmission
|
Exhibit
K
|
List
of Custodial Agreements
|
Exhibit
L
|
List
of Credit Risk Management Agreements
|
Exhibit
M-1
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security
|
Exhibit
M-2
|
Form
of Transfer Certificate for Transfer from Regulation S Global
Security to
Restricted Global Security
|
Exhibit
N
|
Interest
Rate Cap Agreement
|
Exhibit
O
|
Swap
Agreement
|
Exhibit
P-1
|
Additional
Form 10-D Disclosure
|
Exhibit
P-2
|
Additional
Form 10-K Disclosure
|
Exhibit
P-3
|
Additional
Form 8-K Disclosure
|
Exhibit
P-4
|
Additional
Disclosure Notification
|
Exhibit
Q-1
|
Form
of Back-Up Xxxxxxxx-Xxxxx
Certification
|
Exhibit
Q-2
|
Form
of Back-Up Xxxxxxxx-Xxxxx Certification to be Provided by the Securities
Administrator
|
Exhibit
R-1
|
Form
of Forecasted Loss Report
|
Exhibit
R-2
|
Form
of Watch List Report
|
Exhibit
R-3
|
Form
of Redflag Dashboard Report
|
Exhibit
R-4
|
Form
of Gain/Loss Report
|
Exhibit
R-5
|
Form
of Mortgage Insurance Claims Report
|
Exhibit
R-6
|
Form
of Prepayment Premiums Report
|
Exhibit
R-7
|
Form
of Highlight Summary Report
|
Exhibit
S
|
Form
of Certification Regarding Servicing Criteria to be Addressed in
Report on
Assessment of Compliance
|
Exhibit
T
|
[Reserved]
|
Exhibit
U
|
Form
of Certification to be Provided by the Credit Risk
Manager
|
Exhibit
V
|
Transaction
Parties
|
Exhibit
W
|
Form
of Purchase Option Notice
|
Exhibit
X
|
Form
of NIM Residual Purchase Option
Notice
|
Schedule
A
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
Schedule
B
|
Projected
Aggregate Scheduled Principal Balance of Forty-Year Mortgage
Loans
|
v
This
TRUST AGREEMENT, dated as of November 1, 2006 (the “Agreement”),
is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
as
depositor (the “Depositor”),
U.S.
BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”),
XXXXX
FARGO BANK, N.A., a national banking association, as master servicer (in such
capacity, the “Master
Servicer”)
and as
securities administrator (in such capacity, the “Securities
Administrator”),
and
RISK MANAGEMENT GROUP, LLC, a New York limited liability company, as credit
risk
manager (the “Credit
Risk Manager”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by
it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the
other property constituting the Trust Fund. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the conveyance
to
the Trustee of the Mortgage Loans and the other property constituting the Trust
Fund. All covenants and agreements made by the Seller in the Mortgage Loan
Sale
Agreement and by the Depositor, the Master Servicer, the Securities
Administrator and the Trustee herein with respect to the Mortgage Loans and
the
other property constituting the Trust Fund are for the benefit of the Holders
from time to time of the Certificates and, to the extent provided herein, any
NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor,
the
Trustee, the Master Servicer, the Securities Administrator and the Credit Risk
Manager are entering into this Agreement, and the Trustee is accepting the
Trust
Fund created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
As
provided herein, an election shall be made that the Trust Fund (exclusive of
(i)
the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the
obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv)
the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the
Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any
PPTL Premium, (ix) any FPD Premium, (x) the Final Maturity Reserve Trust, (xi)
the Final Maturity Reserve Account, (xii) the obligation to pay Class I
Shortfalls and (xiii) the Collateral Account (collectively, the “Excluded
Trust Assets”))
be
treated for federal income tax purposes as comprising four real estate mortgage
investment conduits under Section 860D of the Code (each a “REMIC”
or, in
the alternative “REMIC
1,” “REMIC
2,” “REMIC
3,”
and
“REMIC
4”
(REMIC 4
also being referred to as the “Upper
Tier REMIC”)).
Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such
REMIC elections.
Each
Certificate, other than the Class R and Class LT-R Certificates, represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. In addition, each Certificate, other than the Class R, Class
LT-R, Class X and Class P Certificates, represents (i) the right to receive
payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R
Certificate represents ownership of the sole Class of residual interest in
REMIC
1. The Class R Certificate represents ownership of the sole Class of residual
interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes
of
the REMIC Provisions.
The
Upper
Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
in
REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest
is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC
Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier
Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower
Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC
2
shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1,
and
each such Lower Tier Interest is hereby designated as a regular interest in
REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other
than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded
Trust Assets.
The
startup day for each REMIC created hereby for purposes of the REMIC Provisions
is the Closing Date. In addition, for purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each REMIC created
hereby is the Latest Possible Maturity Date.
REMIC
1:
REMIC
1
shall issue one uncertificated interest in respect of each Mortgage Loan held
by
the Trust Fund on the Closing Date, each of which is hereby designated as a
regular interest in REMIC 1 (the “REMIC
1
Regular Interests”).
REMIC
1 shall also issue the Class LT-R Certificate, which shall represent the sole
class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall
have
an initial principal balance equal to the Scheduled Principal Balance of the
Mortgage Loan to which it relates and shall bear interest at a per annum rate
equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified
Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original
Mortgage Loan”),
no
amount of interest payable on such Qualified Substitute Mortgage Loan shall
be
distributed on such REMIC 1 Regular Interest at a rate in excess of the Net
Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Securities Administrator shall first pay or charge as
an
expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date,
other than any expenses in respect of the Swap Agreement.
On
each
Distribution Date the Securities Administrator shall distribute the aggregate
Interest Remittance Amount (net of expenses described in the preceding
paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based
on
the above-described interest rates.
On
each
Distribution Date, the Securities Administrator shall distribute the aggregate
Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in
accordance with the amount of the Principal Remittance Amount attributable
to
the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1.
All
losses on the Mortgage Loans shall be allocated among the Lower Tier Interests
in REMIC 1 in the same manner that principal distributions are
allocated.
On
each
Distribution Date, the Securities Administrator shall distribute the Prepayment
Premiums collected during the preceding Prepayment Period, in the case of
Principal Prepayments in full, or during the related Collection Period, in
the
case of Principal Prepayments in part, to the Lower Tier Interest in REMIC
1
corresponding to the Mortgage Loan with respect to which such amounts were
received.
2
REMIC
2:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 2, each of which (other than the Class LT2-R
Lower Tier Interest) is hereby designated as a regular interest in REMIC 2
(the
“REMIC
2
Regular Interests”):
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|||||
LT2-A
|
$
|
43,437,780.10
|
(1)
|
|
|||
LT2-F1
|
$
|
11,492,000.00
|
(2)
|
|
|||
LT2-V1
|
$
|
11,492,000.00
|
(3)
|
|
|||
LT2-F2
|
$
|
11,152,000.00
|
(2)
|
|
|||
LT2-V2
|
$
|
11,152,000.00
|
(3)
|
|
|||
LT2-F3
|
$
|
10,822,000.00
|
(2)
|
|
|||
LT2-V3
|
$
|
10,822,000.00
|
(3)
|
|
|||
LT2-F4
|
$
|
10,502,500.00
|
(2)
|
|
|||
LT2-V4
|
$
|
10,502,500.00
|
(3)
|
|
|||
LT2-F5
|
$
|
10,191,000.00
|
(2)
|
|
|||
LT2-V5
|
$
|
10,191,000.00
|
(3)
|
|
|||
LT2-F6
|
$
|
9,890,000.00
|
(2)
|
|
|||
LT2-V6
|
$
|
9,890,000.00
|
(3)
|
|
|||
LT2-F7
|
$
|
9,597,500.00
|
(2)
|
|
|||
LT2-V7
|
$
|
9,597,500.00
|
(3)
|
|
|||
LT2-F8
|
$
|
9,313,500.00
|
(2)
|
|
|||
LT2-V8
|
$
|
9,313,500.00
|
(3)
|
|
|||
LT2-F9
|
$
|
9,037,500.00
|
(2)
|
|
|||
LT2-V9
|
$
|
9,037,500.00
|
(3)
|
|
|||
LT2-F10
|
$
|
9,698,500.00
|
(2)
|
|
|||
LT2-V10
|
$
|
9,698,500.00
|
(3)
|
|
|||
LT2-F11
|
$
|
9,439,000.00
|
(2)
|
|
|||
LT2-V11
|
$
|
9,439,000.00
|
(3)
|
|
|||
LT2-F12
|
$
|
9,187,000.00
|
(2)
|
|
|||
LT2-V12
|
$
|
9,187,000.00
|
(3)
|
|
|||
LT2-F13
|
$
|
8,942,500.00
|
(2)
|
|
|||
LT2-V13
|
$
|
8,942,500.00
|
(3)
|
|
|||
LT2-F14
|
$
|
8,705,500.00
|
(2)
|
|
|||
LT2-V14
|
$
|
8,705,500.00
|
(3)
|
|
|||
LT2-F15
|
$
|
10,117,000.00
|
(2)
|
|
|||
LT2-V15
|
$
|
10,117,000.00
|
(3)
|
|
|||
LT2-F16
|
$
|
9,990,500.00
|
(2)
|
|
|||
LT2-V16
|
$
|
9,990,500.00
|
(3)
|
|
|||
LT2-F17
|
$
|
9,843,500.00
|
(2)
|
|
|||
LT2-V17
|
$
|
9,843,500.00
|
(3)
|
|
|||
LT2-F18
|
$
|
9,755,000.00
|
(2)
|
|
|||
LT2-V18
|
$
|
9,755,000.00
|
(3)
|
|
|||
LT2-F19
|
$
|
9,607,500.00
|
(2)
|
|
|||
LT2-V19
|
$
|
9,607,500.00
|
(3)
|
|
3
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|||||
LT2-F20
|
$
|
9,405,000.00
|
(2)
|
|
|||
LT2-V20
|
$
|
9,405,000.00
|
(3)
|
|
|||
LT2-F21
|
$
|
9,189,500.00
|
(2)
|
|
|||
LT2-V21
|
$
|
9,189,500.00
|
(3)
|
|
|||
LT2-F22
|
$
|
8,962,500.00
|
(2)
|
|
|||
LT2-V22
|
$
|
8,962,500.00
|
(3)
|
|
|||
LT2-F23
|
$
|
30,885,500.00
|
(2)
|
|
|||
LT2-V23
|
$
|
30,885,500.00
|
(3)
|
|
|||
LT2-F24
|
$
|
16,598,500.00
|
(2)
|
|
|||
LT2-V24
|
$
|
16,598,500.00
|
(3)
|
|
|||
LT2-F25
|
$
|
14,509,000.00
|
(2)
|
|
|||
LT2-V25
|
$
|
14,509,000.00
|
(3)
|
|
|||
LT2-F26
|
$
|
11,030,000.00
|
(2)
|
|
|||
LT2-V26
|
$
|
11,030,000.00
|
(3)
|
|
|||
LT2-F27
|
$
|
8,599,500.00
|
(2)
|
|
|||
LT2-V27
|
$
|
8,599,500.00
|
(3)
|
|
|||
LT2-F28
|
$
|
6,828,000.00
|
(2)
|
|
|||
LT2-V28
|
$
|
6,828,000.00
|
(3)
|
|
|||
LT2-F29
|
$
|
5,492,500.00
|
(2)
|
|
|||
LT2-V29
|
$
|
5,492,500.00
|
(3)
|
|
|||
LT2-F30
|
$
|
4,458,000.00
|
(2)
|
|
|||
LT2-V30
|
$
|
4,458,000.00
|
(3)
|
|
|||
LT2-F31
|
$
|
3,639,500.00
|
(2)
|
|
|||
LT2-V31
|
$
|
3,639,500.00
|
(3)
|
|
|||
LT2-F32
|
$
|
2,977,000.00
|
(2)
|
|
|||
LT2-V32
|
$
|
2,977,000.00
|
(3)
|
|
|||
LT2-F33
|
$
|
2,830,500.00
|
(2)
|
|
|||
LT2-V33
|
$
|
2,830,500.00
|
(3)
|
|
|||
LT2-F34
|
$
|
2,691,500.00
|
(2)
|
|
|||
LT2-V34
|
$
|
2,691,500.00
|
(3)
|
|
|||
LT2-F35
|
$
|
2,559,000.00
|
(2)
|
|
|||
LT2-V35
|
$
|
2,559,000.00
|
(3)
|
|
|||
LT2-F36
|
$
|
2,434,000.00
|
(2)
|
|
|||
LT2-V36
|
$
|
2,434,000.00
|
(3)
|
|
|||
LT2-F37
|
$
|
2,314,500.00
|
(2)
|
|
|||
LT2-V37
|
$
|
2,314,500.00
|
(3)
|
|
|||
LT2-F38
|
$
|
2,201,000.00
|
(2)
|
|
|||
LT2-V38
|
$
|
2,201,000.00
|
(3)
|
|
|||
LT2-F39
|
$
|
2,093,000.00
|
(2)
|
|
|||
LT2-V39
|
$
|
2,093,000.00
|
(3)
|
|
|||
LT2-F40
|
$
|
1,991,000.00
|
(2)
|
|
|||
LT2-V40
|
$
|
1,991,000.00
|
(3)
|
|
|||
LT2-F41
|
$
|
1,892,500.00
|
(2)
|
|
|||
LT2-V41
|
$
|
1,892,500.00
|
(3)
|
|
4
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|||||
LT2-F42
|
$
|
1,800,500.00
|
(2)
|
|
|||
LT2-V42
|
$
|
1,800,500.00
|
(3)
|
|
|||
LT2-F43
|
$
|
1,712,000.00
|
(2)
|
|
|||
LT2-V43
|
$
|
1,712,000.00
|
(3)
|
|
|||
LT2-F44
|
$
|
1,628,000.00
|
(2)
|
|
|||
LT2-V44
|
$
|
1,628,000.00
|
(3)
|
|
|||
LT2-F45
|
$
|
1,548,000.00
|
(2)
|
|
|||
LT2-V45
|
$
|
1,548,000.00
|
(3)
|
|
|||
LT2-F46
|
$
|
1,472,000.00
|
(2)
|
|
|||
LT2-V46
|
$
|
1,472,000.00
|
(3)
|
|
|||
LT2-F47
|
$
|
1,400,000.00
|
(2)
|
|
|||
LT2-V47
|
$
|
1,400,000.00
|
(3)
|
|
|||
LT2-F48
|
$
|
1,332,000.00
|
(2)
|
|
|||
LT2-V48
|
$
|
1,332,000.00
|
(3)
|
|
|||
LT2-F49
|
$
|
1,266,000.00
|
(2)
|
|
|||
LT2-V49
|
$
|
1,266,000.00
|
(3)
|
|
|||
LT2-F50
|
$
|
1,203,500.00
|
(2)
|
|
|||
LT2-V50
|
$
|
1,203,500.00
|
(3)
|
|
|||
LT2-F51
|
$
|
1,145,500.00
|
(2)
|
|
|||
LT2-V51
|
$
|
1,145,500.00
|
(3)
|
|
|||
LT2-F52
|
$
|
1,088,500.00
|
(2)
|
|
|||
LT2-V52
|
$
|
1,088,500.00
|
(3)
|
|
|||
LT2-F53
|
$
|
1,035,000.00
|
(2)
|
|
|||
LT2-V53
|
$
|
1,035,000.00
|
(3)
|
|
|||
LT2-F54
|
$
|
984,500.00
|
(2)
|
|
|||
LT2-V54
|
$
|
984,500.00
|
(3)
|
|
|||
LT2-F55
|
$
|
936,000.00
|
(2)
|
|
|||
LT2-V55
|
$
|
936,000.00
|
(3)
|
|
|||
LT2-F56
|
$
|
891,000.00
|
(2)
|
|
|||
LT2-V56
|
$
|
891,000.00
|
(3)
|
|
|||
LT2-F57
|
$
|
847,000.00
|
(2)
|
|
|||
LT2-V57
|
$
|
847,000.00
|
(3)
|
|
|||
LT2-F58
|
$
|
808,500.00
|
(2)
|
|
|||
LT2-V58
|
$
|
808,500.00
|
(3)
|
|
|||
LT2-F59
|
$
|
769,000.00
|
(2)
|
|
|||
LT2-V59
|
$
|
769,000.00
|
(3)
|
|
|||
LT2-F60
|
$
|
730,500.00
|
(2)
|
|
|||
LT2-V60
|
$
|
730,500.00
|
(3)
|
|
|||
LT2-F61
|
$
|
695,000.00
|
(2)
|
|
|||
LT2-V61
|
$
|
695,000.00
|
(3)
|
|
|||
LT2-F62
|
$
|
660,000.00
|
(2)
|
|
|||
LT2-V62
|
$
|
660,000.00
|
(3)
|
|
|||
LT2-F63
|
$
|
628,000.00
|
(2)
|
|
|||
LT2-V63
|
$
|
628,000.00
|
(3)
|
|
5
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|||||
LT2-F64
|
$
|
596,500.00
|
(2)
|
|
|||
LT2-V64
|
$
|
596,500.00
|
(3)
|
|
|||
LT2-F65
|
$
|
567,000.00
|
(2)
|
|
|||
LT2-V65
|
$
|
567,000.00
|
(3)
|
|
|||
LT2-F66
|
$
|
539,500.00
|
(2)
|
|
|||
LT2-V66
|
$
|
539,500.00
|
(3)
|
|
|||
LT2-F67
|
$
|
512,500.00
|
(2)
|
|
|||
LT2-V67
|
$
|
512,500.00
|
(3)
|
|
|||
LT2-F68
|
$
|
487,000.00
|
(2)
|
|
|||
LT2-V68
|
$
|
487,000.00
|
(3)
|
|
|||
LT2-F69
|
$
|
463,500.00
|
(2)
|
|
|||
LT2-V69
|
$
|
463,500.00
|
(3)
|
|
|||
LT2-F70
|
$
|
440,000.00
|
(2)
|
|
|||
LT2-V70
|
$
|
440,000.00
|
(3)
|
|
|||
LT2-F71
|
$
|
8,473,000.00
|
(2)
|
|
|||
LT2-V71
|
$
|
8,473,000.00
|
(3)
|
|
|||
LT2-R
|
(4
|
)
|
(4)
|
|
(1)
|
For
any
Distribution Date (and the related Accrual Period) the interest
rate for
the Class LT2-A Interest shall be the Net WAC Rate.
|
(2)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Net WAC Rate and (b) 2.
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the excess, if any,
of (i)
the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC
Swap
Rate for such Distribution Date.
|
(4)
|
The
Class LT2-R interest shall not have a principal amount and shall
not bear
interest. The Class LT2-R interest is hereby designated as the sole
class
of residual interest in REMIC 2.
|
On
each
Distribution Date, the Securities Administrator shall distribute the aggregate
Interest Remittance Amount for the two Mortgage Pools (net of the expenses
paid
by REMIC 1) with respect to each of the Lower Tier Interests in REMIC 2 based
on
the above-described interest rates.
On
each
Distribution Date, the Securities Administrator shall distribute the aggregate
Principal Remittance Amount with respect to the two Mortgage Pools with respect
to the Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until
its principal balance is reduced to zero, and then sequentially, to the other
Lower Tier Interests in REMIC 2 in ascending order of their numerical class
designation, and, with respect to each pair of classes having the same numerical
designation, in equal amounts to each such class, until the principal balance
of
each such class is reduced to zero. All losses on the Mortgage Loans shall
be
allocated among the Lower Tier Interests in REMIC 2 in the same manner that
principal distributions are allocated.
6
On
each
Distribution Date, the Securities Administrator shall distribute the Prepayment
Premiums collected during the preceding Prepayment Period to the Class LT2-F71
Lower Tier Interest.
REMIC
3:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 3, each of which (other than the Class LT3-R
interest) is hereby designated as a regular interest in REMIC 3 (the
“REMIC
3
Regular Interests”):
REMIC
3
Lower
Tier
Class
Designation
|
REMIC
3
Lower
Tier
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
|
|||
Class
LT3-A1
|
(1)
|
(3)
|
A1
|
|||
Class
LT3-A2
|
(1)
|
(3)
|
A2
|
|||
Class
LT3-A3
|
(1)
|
(3)
|
A3
|
|||
Class
LT3-A4
|
(1)
|
(3)
|
A4
|
|||
Class
LT3-A5
|
(1)
|
(3)
|
A5
|
|||
Class
LT3-M1
|
(1)
|
(3)
|
M1
|
|||
Class
LT3-M2
|
(1)
|
(3)
|
M2
|
|||
Class
LT3-M3
|
(1)
|
(3)
|
M3
|
|||
Class
LT3-M4
|
(1)
|
(3)
|
M4
|
|||
Class
LT3-M5
|
(1)
|
(3)
|
M5
|
|||
Class
LT3-M6
|
(1)
|
(3)
|
M6
|
|||
Class
LT3-M7
|
(1)
|
(3)
|
M7
|
|||
Class
LT3-M8
|
(1)
|
(3)
|
M8
|
|||
Class
LT3-M9
|
(1)
|
(3)
|
M9
|
|||
Class
LT3-B
|
(1)
|
(3)
|
B
|
|||
Class
LT3-Q
|
(1)
|
(4)
|
N/A
|
|||
Class
LT3-IO
|
(2)
|
(2)
|
N/A
|
|||
Class
LT3-R
|
(5)
|
(5)
|
R
|
|||
Class
LT3-Reserve-IO
|
(6)
|
(6)
|
N/A
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests in REMIC 3 is a per annum
rate
equal to the weighted average of the interest rates on the Lower
Tier
Interests in REMIC 2 for such Distribution Date, provided,
however, that
(i) for any Distribution Date on which the Class LT3-IO Interest
is
entitled to a portion of the interest accruals on a Lower Tier Interest
in
REMIC 2 having an “F”
in
its class designation, as described in footnote two below, such weighted
average shall be computed by first subjecting the rate on such Lower
Tier
Interest in REMIC 2 to a cap equal to Swap LIBOR for such Distribution
Date and (ii) such weighted average shall be reduced by a per annum
rate
equal to a fraction (x) the numerator of which is equal to the product
of
(a) the Final Maturity Reserve Amount and (b) a fraction, the numerator
of
which is 360 and the denominator of which is the actual number of
days in
the related Accrual Period and (y) the denominator of which is the
aggregate Scheduled Principal Balance on the first day of the related
Collection Period of the Mortgage Loans (not including for this purpose
any such Mortgage Loans for which prepayments in full have been received
and distributed in the month prior to that Distribution
Date).
|
7
(2)
|
The
Class LT3-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class LT3-IO shall be entitled to interest accrued
on
the Lower Tier Interest in REMIC 2 listed in the second column in
the
table below at a per annum rate equal to the excess, if any, of (i)
the
interest rate for such Lower Tier Interest in REMIC 2 for such
Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
Distribution
Dates
|
REMIC
2
Class
Designation
|
|
2
|
Class
LT2-F1
|
|
2-3
|
Class
LT2-F2
|
|
2-4
|
Class
LT2-F3
|
|
2-5
|
Class
LT2-F4
|
|
2-6
|
Class
LT2-F5
|
|
2-7
|
Class
LT2-F6
|
|
2-8
|
Class
LT2-F7
|
|
2-9
|
Class
LT2-F8
|
|
2-10
|
Class
LT2-F9
|
|
2-11
|
Class
LT2-F10
|
|
2-12
|
Class
LT2-F11
|
|
2-13
|
Class
LT2-F12
|
|
2-14
|
Class
LT2-F13
|
|
2-15
|
Class
LT2-F14
|
|
2-16
|
Class
LT2-F15
|
|
2-17
|
Class
LT2-F16
|
|
2-18
|
Class
LT2-F17
|
|
2-19
|
Class
LT2-F18
|
|
2-20
|
Class
LT2-F19
|
|
2-21
|
Class
LT2-F20
|
|
2-22
|
Class
LT2-F21
|
|
2-23
|
Class
LT2-F22
|
|
2-24
|
Class
LT2-F23
|
|
2-25
|
Class
LT2-F24
|
|
2-26
|
Class
LT2-F25
|
|
2-27
|
Class
LT2-F26
|
|
2-28
|
Class
LT2-F27
|
|
2-29
|
Class
LT2-F28
|
|
2-30
|
Class
LT2-F29
|
|
2-31
|
Class
LT2-F30
|
|
2-32
|
Class
LT2-F31
|
|
2-33
|
Class
LT2-F32
|
|
2-34
|
Class
LT2-F33
|
|
2-35
|
Class
LT2-F34
|
|
2-36
|
Class
LT2-F35
|
|
2-37
|
Class
LT2-F36
|
|
2-38
|
Class
LT2-F37
|
|
2-39
|
Class
LT2-F38
|
|
2-40
|
Class
LT2-F39
|
|
2-41
|
Class
LT2-F40
|
|
2-42
|
Class
LT2-F41
|
|
2-43
|
Class
LT2-F42
|
|
2-44
|
Class
LT2-F43
|
|
2-45
|
Class
LT2-F44
|
|
2-46
|
Class
LT2-F45
|
|
2-47
|
Class
LT2-F46
|
|
2-48
|
Class
LT2-F47
|
|
2-49
|
Class
LT2-F48
|
|
2-50
|
Class
LT2-F49
|
|
2-51
|
Class
LT2-F50
|
|
2-52
|
Class
LT2-F51
|
|
2-53
|
Class
LT2-F52
|
|
2-54
|
Class
LT2-F53
|
|
2-55
|
Class
LT2-F54
|
|
2-56
|
Class
LT2-F55
|
|
2-57
|
Class
LT2-F56
|
|
2-58
|
Class
LT2-F57
|
|
2-59
|
Class
LT2-F58
|
|
2-60
|
Class
LT2-F59
|
|
2-61
|
Class
LT2-F60
|
|
2-62
|
Class
LT2-F61
|
|
2-63
|
Class
LT2-F62
|
|
2-64
|
Class
LT2-F63
|
|
2-65
|
Class
LT2-F64
|
|
2-66
|
Class
LT2-F65
|
|
2-67
|
Class
LT2-F66
|
|
2-68
|
Class
LT2-F67
|
|
2-69
|
Class
LT2-F68
|
|
2-70
|
Class
LT2-F69
|
|
2-71
|
Class
LT2-F70
|
|
2-72
|
Class
LT2-F71
|
(3)
|
This
interest shall have an initial class principal amount equal to one-half
of
the initial Class Principal Amount of its Corresponding Class of
Certificates.
|
8
(4)
|
This
interest shall have an initial class principal amount equal to the
excess
of (i) the Aggregate Pool Balance as of the Cut-off Date, over (ii)
the
aggregate initial class principal amount of each other regular interest
in
REMIC 3.
|
(5)
|
The
Class LT3-R interest is the sole class of residual interests in REMIC
3.
It does not have an interest rate or a principal
balance.
|
(6)
|
The
Class LT3-Reserve-IO is an interest only class and does not have
a
principal balance. For each Distribution Date, this Lower Tier Interest
shall be entitled to distributions equal to the Final Maturity Reserve
Amount.
|
On
each
Distribution Date, interest shall be distributed on the Lower Tier Interests
in
REMIC 3 based on the above-described interest rates,
provided,
however,
that
interest that accrues on the Class LT3-Q Interest shall be deferred in an amount
equal to one-half of the increase, if any, in the Overcollateralization Amount
for such Distribution Date. Any interest so deferred shall itself bear interest
at the interest rate for the Class LT3-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the other
Lower Tier Interests in REMIC 3 having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the Lower Tier Interests in REMIC 3 in the following order
of
priority:
(a) First,
to
the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5,
Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class
LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9 and Class LT3-B Interests
until
the principal balance of each such Lower Tier Interest equals one-half of the
Class Principal Amount of the Corresponding Class of Certificates immediately
after such Distribution Date; and
9
(b) Second,
to the Class LT3-Q Interest, any remaining amounts.
On
each
Distribution Date, the Securities Administrator shall be deemed to have
distributed the Prepayment Premiums passed through with respect to the Class
LT2-F71 Lower Tier Interest in REMIC 2 on such Distribution Date to the Class
LT3-Q Interest.
The
Certificates:
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount and minimum denomination for
each
Class of Certificates comprising interests in the Trust Fund created hereunder.
Class
Designation
|
Certificate
Interest
Rate
|
Initial
Class
Principal Amount
|
Minimum
Denomination
|
|||||||
Class
A1
|
(1)
|
|
$
|
258,861,000.00
|
$
|
25,000
|
||||
Class
A2
|
(2)
|
|
$
|
212,550,000.00
|
$
|
25,000
|
||||
Class
A3
|
(3)
|
|
$
|
36,339,000.00
|
$
|
25,000
|
||||
Class
A4
|
(4)
|
|
$
|
71,948,000.00
|
$
|
25,000
|
||||
Class
A5
|
(5)
|
|
$
|
19,167,000.00
|
$
|
25,000
|
||||
Class
M1
|
(6)
|
|
$
|
71,465,000.00
|
$
|
100,000
|
||||
Class
M2
|
(7)
|
|
$
|
33,536,000.00
|
$
|
100,000
|
||||
Class
M3
|
(8)
|
|
$
|
11,179,000.00
|
$
|
100,000
|
||||
Class
M4
|
(9)
|
|
$
|
11,578,000.00
|
$
|
100,000
|
||||
Class
M5
|
(10)
|
|
$
|
9,582,000.00
|
$
|
100,000
|
||||
Class
M6
|
(11)
|
|
$
|
7,586,000.00
|
$
|
100,000
|
||||
Class
M7
|
(12)
|
|
$
|
9,183,000.00
|
$
|
100,000
|
||||
Class
M8
|
(13)
|
|
$
|
6,787,000.00
|
$
|
100,000
|
||||
Class
M9
|
(14)
|
|
$
|
7,985,000.00
|
$
|
100,000
|
||||
Class
B
|
(15)
|
|
$
|
11,178,000.00
|
$
|
100,000
|
||||
Class
X
|
(16)
|
|
(16
|
)
|
10
|
%
|
||||
Class
R
|
(17)
|
|
(17
|
)
|
100
|
%
|
||||
Class
P
|
(18)
|
|
$
|
100.00
|
10
|
%
|
||||
Class
LT-R
|
(19)
|
|
(19
|
)
|
100
|
%
|
(1)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 2
Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 2 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A1 Certificates
will be LIBOR plus 0.320%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A1 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A1 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A1 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
10
(2)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.050% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Group 1
Senior Certificates is outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A2 Certificates
will be LIBOR plus 0.100%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A2 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A2 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A2 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(3)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Group 1
Senior Certificates is outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A3 Certificates
will be LIBOR plus 0.260%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A3 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A3 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A3 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(4)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.170% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Group 1
Senior Certificates is outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Group 1 Senior Certificates has been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A4 Certificates
will be LIBOR plus 0.340%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A4 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A4 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A4 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
11
(5)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with respect
to
any Distribution Date on which the Class Principal Amount of the
Group 1
Senior Certificates is outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount of the Group 1 Senior Certificates has been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A5 Certificates
will be LIBOR plus 0.440%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A5 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A5 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A5 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(6)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.240% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M1 Certificates
will be LIBOR plus 0.360%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M1 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M1 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M1 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M1 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(7)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.290% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M2 Certificates
will be LIBOR plus 0.435%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M2 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M2 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M2 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M2 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
12
(8)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.330% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M3 Certificates
will be LIBOR plus 0.495%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M3 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M3 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M3 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M3 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(9)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.370% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M4 Certificates
will be LIBOR plus 0.555%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M4 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M4 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M4 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M4 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(10)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.400% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M5 Certificates
will be LIBOR plus 0.600%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M5 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M5 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M5 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M5 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(11)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.460% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M6 Certificates
will be LIBOR plus 0.690%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M6 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M6 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M6 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M6 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
13
(12)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.850% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M7 Certificates
will be LIBOR plus 1.275%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M7 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M7 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M7 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M7 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(13)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.350% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M8 Certificates
will be LIBOR plus 2.025%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M8 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M8 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M8 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M8 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M9 Certificates
will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
the
reference to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class M9 Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class M9 Certificates
is based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class M9 Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class M9 Certificateholders to the Supplemental
Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(15)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class B Certificates is the per annum
rate
equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net
Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class B Certificates
will
be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference
to “Subordinate
Net Funds Cap”
in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on
which
the Certificate Interest Rate for the Class B Certificates exceeds
the
REMIC 3 Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Basis Risk Reserve Fund or the
Supplemental Interest Trust, as applicable; on any Distribution Date
on
which the Certificate Interest Rate on the Class B Certificates is
based
on the Subordinate Net Funds Cap, the amount of interest that would
have
accrued on the Class B Certificates if the REMIC 3 Net Funds Cap
were
substituted for the Subordinate Net Funds Cap shall be treated as
having
been paid by the Class B Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
14
(16)
|
For
purposes of the REMIC Provisions, Class X shall have an initial
principal
balance of $19,563,680.10 and the right to receive distributions
of such
amount represents a regular interest in the Upper Tier REMIC. The
Class X
Certificate shall also comprise three notional components, each
of which
represents a regular interest in the Upper Tier REMIC. The first
such
component has a notional balance that will at all times equal the
aggregate of the Class Principal Amounts of the Lower Tier Interests
in
REMIC 3, and, for each Distribution Date (and the related Accrual
Period)
this notional component shall bear interest at a per annum rate
equal to
the excess, if any, of (i) (a) the weighted average of the interest
rates
on the Lower Tier Interests in REMIC 3 (other than any interest-only
regular interests) minus (b) the Credit Risk Manager’s Fee Rate, over (ii)
the Adjusted Lower Tier WAC. The second notional component represents
the
right to receive all distributions in respect of the Class LT3-IO
Interest
in REMIC 3 (the “Class
LT4-I”
interest). The third notional component represents the right to
receive
all distributions in respect of the Class LT3-Reserve-IO Interest.
In
addition, for purposes of the REMIC Provisions, the Class X Certificate
shall represent beneficial ownership of (i) the Basis Risk Reserve
Fund;
(ii) the Supplemental Interest Trust, including the Swap Agreement,
the
Swap Account, the Interest Rate Cap Agreement and the Interest
Rate Cap
Account, (iii) any PPTL Premiums, (iv) any FPD Premiums, (v) the
Final
Maturity Reserve Trust and (vi) an interest in the notional principal
contracts described in Section 10.01(n) hereof.
|
(17)
|
The
Class R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class R Certificate
represents ownership of the residual interest in the Upper Tier REMIC,
as
well as ownership of the Class LT2-R Interest and Class LT3-R Interest.
The Class R Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
|
(18)
|
The
Class P Certificates shall not bear interest at a stated rate. Prepayment
Premiums paid with respect to the Mortgage Loans shall be paid to
the
Holders of the Class P Certificates as provided in Section 5.02(i).
For
purposes of the REMIC Provisions, Class P shall represent a regular
interest in the Upper Tier REMIC.
|
(19)
|
The
Class P Certificates will have an initial Class P Principal Amount
of
$100.
|
(20)
|
The
Class LT-R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class LT-R Certificate
represents ownership of the residual interest in REMIC 1. The Class
LT-R
Certificate will be issued as a single Certificate evidencing the
entire
Percentage Interest in such Class.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$798,487,780.10.
15
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Credit Risk Manager, the Master Servicer, the Securities
Administrator and the Trustee hereby agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that service
or
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Trustee (as successor master servicer) or the Master
Servicer, or (y) as provided in the applicable Servicing Agreement, to the
extent applicable to the related Servicer.
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accrual
Period:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
period beginning on the Distribution Date in the calendar month immediately
preceding the month in which the related Distribution Date occurs (or, in the
case of the first Distribution Date, beginning on November 25, 2006) and ending
on the day immediately preceding the related Distribution Date, as calculated
in
accordance with Section 1.03.
Act:
As
defined in Section 3.03(c).
Additional
Collateral:
None.
Additional
Form 10-D Disclosure:
As
defined in Section 6.20(d)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 6.20(e)(i).
Additional
Servicer:
Each
affiliate of a Servicer that Services any of the Mortgage Loans and each Person
who is not an affiliate of any Servicer, who Services 10% or more of the
Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement.
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for the adjustment
of the Mortgage Rate applicable thereto.
Adjusted
Lower Tier WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
LT3-B and Class LT3-Q Interests, weighted in proportion to their Class Principal
Amounts as of the beginning of the related Accrual Period and computed by
subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by
subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class LT3-A3,
Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class
LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9
and
Class LT3-B Interests to a cap that corresponds to the Certificate Interest
Rate
(determined by substituting the REMIC 3 Net Funds Cap for the applicable Net
Funds Cap) for the Corresponding Class of Certificates; provided,
however,
that
for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
multiplied by an amount equal to (a) the actual number of days in the Accrual
Period, divided by (b) 30.
16
Advance:
With
respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an
advance of the aggregate of payments (other than Balloon Payments) of principal
and interest (net of the applicable Servicing Fee) on one or more Mortgage
Loans
that were due on a Due Date in the related Collection Period and not received
as
of the close of business on the related Determination Date, required to be
made
by or on behalf of the Master Servicer and any Servicer (or by the Trustee
as
successor to the Master Servicer) pursuant to Section 5.04, but only to the
extent that such amount is expected, in the reasonable judgment of the Master
Servicer or Servicer (or by the Trustee as successor to the Master Servicer),
to
be recoverable from collections or recoveries in respect of such Mortgage Loans.
With respect to a Simple Interest Mortgage Loan, an advance of an amount equal
to the interest accrual on such Simple Interest Mortgage Loan through the
related Due Date but not received as of the close of business on the related
Distribution Date (net of applicable Servicing Fee) required to be made by
or on
behalf of the Master Servicer or any Servicer (or by the Trustee as successor
to
the Master Servicer) pursuant to Section 5.04, but only to the extent that
such
amount is expected, in the reasonable judgment of the Master Servicer or
Servicer (or by the Trustee as successor to the Master Servicer), to be
recoverable from collections or recoveries in respect of such Simple Interest
Mortgage Loans.
Adverse
REMIC Event:
Either
(i) the loss of status as a REMIC, within the meaning of Section 860D of the
Code, for any group of assets identified as a REMIC in the Preliminary Statement
to this Agreement, or (ii) the imposition of any tax, including the tax imposed
under Section 860F(a)(1) on prohibited transactions and the tax imposed under
Section 860G(d) on certain contributions to a REMIC, on any REMIC created
hereunder to the extent such tax would be payable from assets held as part
of
the Trust Fund.
Affected
Party:
As
defined in the Swap Agreement.
Affiliate:
With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control”
when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling”
and
“controlled”
have
meanings correlative to the foregoing.
17
Aggregate
Expense Rate:
With
respect to any Mortgage Loan, the sum of the related Servicing Fee Rate and
the
applicable Insurance Fee Rate, in the case of any Mortgage Loan covered by
a
Bulk PMI Policy or a LPMI Policy.
Aggregate
Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the aggregate of the
Principal Remittance Amounts for each Mortgage Pool for such Distribution Date
and (y) the amount, if any, by which (i) the Overcollateralization Amount for
such date, calculated for this purpose on the basis of the assumption that
100%
of the aggregate of the Principal Remittance Amounts for such Distribution
Date
is applied on such date in reduction of the aggregate Certificate Principal
Amount of the Certificates, exceeds (ii) the Targeted Overcollateralization
Amount.
Aggregate
Pool Balance:
As of
any date of determination, the aggregate of the Pool Balances of Pool 1 and
Pool
2 on such date.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the day
after the end of the preceding Anniversary Year and ending on next succeeding
anniversary of the Closing Date.
Applied
Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the aggregate
Certificate Principal Amount of the LIBOR Certificates after giving effect
to
distributions of principal on such Distribution Date, but before giving effect
to any application of the Applied Loss Amount with respect to such date, exceeds
(y) the Aggregate Pool Balance for such Distribution Date.
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage to
the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by law;
provided,
however,
that
neither a Custodian nor the Trustee shall be responsible for determining whether
any such assignment is in recordable form.
Aurora:
Aurora
Loan Services LLC.
Authenticating
Agent:
Any
authenticating agent appointed by the Securities Administrator pursuant to
Section 6.10.
18
Authorized
Officer:
Any
Person who may execute an Officer’s
Certificate on behalf of the Depositor.
Back-Up
Certification:
As
defined in Section 6.20(e)(iv).
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments.
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bankruptcy:
As to
any Person, the making of an assignment for the benefit of creditors, the filing
of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
the entry of an order for relief in a bankruptcy or insolvency proceeding,
the
seeking of reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief, or seeking, consenting to or acquiescing in
the
appointment of a trustee, receiver or liquidator, dissolution, or termination,
as the case may be, of such Person pursuant to the provisions of either the
Bankruptcy Code or any other similar state laws.
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Payment:
With
respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall for
such Distribution Date, (ii) any Unpaid Basis Risk Shortfall from previous
Distribution Dates and (iii) any Required Reserve Fund Deposit for such
Distribution Date. The amount of the Basis Risk Payment for any Distribution
Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
for
distribution pursuant to Section 5.02(f)(iv) of this Agreement.
Basis
Risk Reserve Fund:
A fund
created as part of the Trust Fund pursuant to Section 5.06 of this Agreement
but
which is not an asset of any of the REMICs.
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of LIBOR Certificates, the amount
by which the amount of interest calculated at the Certificate Interest Rate
applicable to such Class for such date, determined without regard to the Pool
1
Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
for such date but subject to a cap equal to the applicable Maximum Interest
Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds Cap,
Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Depositor and the Securities
Administrator to the effect that any proposed transfer of Certificates will
not
(i) cause the assets of the Trust Fund to be regarded as plan assets for
purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty
on the part of the Depositor or the Trustee, respectively.
Bid
Due Date:
As
defined in Section 7.01(d).
Bid
Holder:
As
defined in Section 7.01(d)
Bid
Month:
As
defined in Section 7.01(d).
Bid
Price:
As
defined in Section 7.01(d).
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry
Certificates”
in this
Agreement, ownership and transfers of which shall be evidenced or made through
book entries by a Clearing Agency as described in Section 3.09; provided,
that after
the
occurrence of a condition whereupon book-entry registration and transfer
are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.”
As of
the Closing Date, each Class of LIBOR Certificates constitutes Book-Entry
Certificates.
19
Bulk
PMI Policy:
Any of
the (A)(i) the MGIC Mortgage Guaranty Select Master Policy for Multiple Loan
Transactions No. 22-590-4-3687 and the MGIC Letter Agreement dated November
22,
2006 and (ii) Commitment Certificates covering $76,173,256.67 aggregate
principal balance of insurable Mortgage Loans and (B) PMI Mortgage Master Policy
No. 00000-0000-0, Bulk No. 2006-0996, subject to the terms and conditions of
PMI
Mortgage’s
Bulk
Primary First Lien Master Policy UW 2510.00 (09/00) and the PMI Letter Agreement
dated November 30, 2006, covering $70,946,536.17 aggregate principal balance
of
insurable Mortgage Loans.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in New York, New York or, if other than New York or the city in which the
principal office of the Corporate Trust Office of the Securities Administrator
is located, or the States of Maryland, Massachusetts or Minnesota are closed,
or
(iii) with respect to any Servicer Remittance Date or any Servicer reporting
date, the States specified in the definition of “Business
Day”
in the
related Servicing Agreement, are authorized or obligated by law or executive
order to be closed.
Call
Option:
The
option of the Master Servicer or the LTURI-holder to cause the Trust Fund to
adopt a plan of complete liquidation referred to in Section
7.01(b).
Cap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Interest Rate Cap
Agreement, and any successor in interest or assigns. Initially, the Cap
Counterparty shall be IXIS Financial Products Inc.
Cap
Replacement Receipts:
As
defined in Section 5.09(b).
Cap
Replacement Receipts Account:
As
defined in Section 5.09(b).
Cap
Termination Payment:
Upon
the designation of an “Early
Termination Date”
as
defined in the Interest Rate Cap Agreement, the payment required to be made
by
the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms
of
the Interest Rate Cap Agreement, and any unpaid amounts due on previous Interest
Rate Cap Payment Dates and accrued interest thereon as provided in the Interest
Rate Cap Agreement, as calculated by the Cap Counterparty and furnished to
the
Securities Administrator.
Cap
Termination Receipts:
As
defined in Section 5.09(b).
Cap
Termination Receipts Account:
As
defined in Section 5.09(b).
Carryforward
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the sum
of
(i) the amount, if any, by which (x) the sum of (A) Current Interest for such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds
(y) the amount distributed in respect of interest on such Class on such
immediately preceding Distribution Date, and (ii) interest on such amount for
the related Accrual Period at the applicable Certificate Interest
Rate.
20
Certificate:
Any one
of the certificates signed and countersigned by the Securities Administrator
in
substantially the forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Securities Administrator in accordance with the
provisions of Section 4.01.
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described under the heading “The
Certificates”
in the
Preliminary Statement hereto.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency, or
on
the books of a Person maintaining an account with such Clearing Agency (directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency).
Certificate
Principal Amount:
With
respect to any LIBOR Certificate, the initial Certificate Principal Amount
thereof on the Closing Date, less the amount of all principal distributions
previously distributed with respect to such Certificate and, in the case of
the
Subordinate Certificates, any Applied Loss Amount previously allocated to such
Certificate; provided,
however,
that on
each Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Subordinate Certificates whose
Certificate Principal Amount has previously been reduced by application of
Applied Loss Amounts will be increased, in order of seniority, by an amount
(to
be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such Distribution Date and (2) the total
amount of any Subsequent Recovery distributed on such Distribution Date to
Certificateholders, after application for this purpose to any more senior
Classes of Certificates. The Class X, Class R and Class LT-R Certificates are
issued without Certificate Principal Amounts. The Class P Certificates are
issued with an initial Class P Principal Amount of $100.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certification
Parties:
As
defined in Section 6.20(e)(iv).
Certifying
Person:
As
defined in Section 6.20(e)(iv).
Civil
Relief Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
statute.
Class:
All
Certificates, in the case of REMIC 4, all interests bearing the same class
designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all Lower Tier
Interests, bearing the same class designation.
Class
B Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal
Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class
M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in each
case after giving effect to distributions on such Distribution Date and (ii)
the
Class Principal Amount of the Class B Certificates immediately prior to such
Distribution Date exceeds (y) the Class B Target Amount.
21
Class
B Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 95.10% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period and (b)
the
amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period exceeds
(ii)
the Overcollateralization Floor.
Class
I Shortfalls:
As
defined in Section 10.01(n) hereof. For purposes of clarity, the Class I
Shortfall for any Distribution Date shall equal the amount payable to the Swap
Counterparty on such Distribution Date in excess of the amount payable on the
Class LT4-I interest in the Upper Tier REMIC on such Distribution Date, all
as
further provided in Section 10.01(n) hereof.
Class
LT-R Certificate:
Each
Class LT-R Certificate executed by the Securities Administrator and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A and evidencing the ownership of the residual
interest in REMIC 1.
Class
M Certificates:
Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6,
Class M7, Class M8 and Class M9 Certificates.
Class
M1 Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of (i) the aggregate Class Principal Amount of
the
Subordinate Certificates (other than the Class M1 Certificates) and (ii) the
Overcollateralization Amount for such Distribution Date (which, for purposes
of
this definition only, will not be less than zero), in each case after giving
effect to distributions on such Distribution Date, and the denominator of which
is the Aggregate Pool Balance for such Distribution Date.
Class
Notional Amount:
Not
applicable.
Class
P Principal Amount:
As of
the Closing Date, $100.
Class
Principal Amount:
With
respect to any Class of LIBOR Certificates and any date of determination, the
aggregate of the Certificate Principal Amounts of all Certificates of such
Class
on such date. With respect to the Class X, Class P, Class LT-R and Class R
Certificates, zero. With respect to any Lower Tier Interest, the initial Class
Principal Amount as shown or described in the table set forth in the Preliminary
Statement to this Agreement for the issuing REMIC, as reduced by principal
distributed with respect to such Lower Tier Interest and Realized Losses
allocated to such Lower Tier Interest.
22
Class
R Certificate:
Each
Class R Certificate executed by the Securities Administrator, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A and evidencing the ownership of the Class LT2-R Interest,
Class LT3-R Interest and the residual interest in the Upper Tier
REMIC.
Class
X Distributable Amount:
With
respect to any Distribution Date, the amount of interest that has accrued on
the
Class X Notional Balance, as described in the Preliminary Statement, but that
has not been distributed prior to such date. In addition, such amount shall
include the initial Overcollateralization Amount of $19,563,680.10
($19,563,780.10 less $100 of such amount allocated to the Class P Certificates)
to the extent such amount has not been distributed on an earlier Distribution
Date as part of the Aggregate Overcollateralization Release Amount.
Class
X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
principal balance of the regular interests in REMIC 3 as specified in the
Preliminary Statement hereto.
Clearing
Agency:
An
organization registered as a “clearing
agency”
pursuant
to Section 17A of the Exchange Act. As of the Closing Date, the Clearing Agency
shall be The Depository Trust Company.
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
Clearstream:
Clearstream Banking Luxembourg, and any successor thereto.
Closing
Date:
November 30, 2006.
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collateral
Account:
The
account maintained by the Securities Administrator in accordance with the
provisions of Section 5.07(c).
Collection
Period:
With
respect to any Distribution Date, the period commencing on the second day of
the
month immediately preceding the month in which such Distribution Date occurs
and
ending on the first day of the month in which such Distribution Date
occurs.
Commission:
The
United States Securities and Exchange Commission.
Compensating
Interest Payment:
With
respect to any Distribution Date, an amount equal to the aggregate amount of
any
Prepayment Interest Shortfalls required to be paid by the Servicers with respect
to such Distribution Date. The Master Servicer (solely in its capacity as master
servicer) shall not be responsible for making any Compensating Interest
Payment.
23
Controlling
Person:
With
respect to any Person, any other Person who “controls”
such
Person within the meaning of the Securities Act.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been fil