STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator CLAYTON FIXED INCOME SERVICES INC., as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT...
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
XXXXX
FARGO BANK, N.A., as
Master
Servicer and Securities Administrator
XXXXXXX
FIXED INCOME SERVICES INC., as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION, as Trustee
___________________________
Dated
as
of October 1, 2006
___________________________
STRUCTURED
ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-BC3
TABLE
OF
CONTENTS
|
Page
|
||
|
ARTICLE
I DEFINITIONS
|
||
|
Section
1.01.
|
Definitions.
|
15
|
|
Section
1.02.
|
Calculations
Respecting Mortgage Loans.
|
61
|
|
Section
1.03.
|
Calculations
Respecting Accrued Interest.
|
61
|
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
||
|
Section
2.01.
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
61
|
|
Section
2.02.
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
65
|
|
Section
2.03.
|
Representations
and Warranties of the Depositor.
|
67
|
|
Section
2.04.
|
Discovery
of Breach.
|
69
|
|
Section
2.05.
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
69
|
|
Section
2.06.
|
Grant
Clause.
|
71
|
|
ARTICLE
III THE CERTIFICATES
|
||
|
Section
3.01.
|
The
Certificates.
|
72
|
|
Section
3.02.
|
Registration.
|
73
|
|
Section
3.03.
|
Transfer
and Exchange of Certificates.
|
74
|
|
Section
3.04.
|
Cancellation
of Certificates.
|
80
|
|
Section
3.05.
|
Replacement
of Certificates.
|
80
|
|
Section
3.06.
|
Persons
Deemed Owners.
|
81
|
|
Section
3.07.
|
Temporary
Certificates.
|
81
|
|
Section
3.08.
|
Appointment
of Paying Agent.
|
81
|
|
Section
3.09.
|
Book-Entry
Certificates.
|
82
|
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
||
|
Section
4.01.
|
Certificate
Account.
|
84
|
|
Section
4.02.
|
Application
of Funds in the Certificate Account.
|
86
|
|
Section
4.03.
|
Reports
to Certificateholders.
|
88
|
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
||
|
Section
5.01.
|
Distributions
Generally.
|
93
|
|
Section
5.02.
|
Distributions
from the Certificate Account.
|
93
|
|
Section
5.03.
|
Allocation
of Losses.
|
108
|
|
Section
5.04.
|
Advances
by Master Servicer and Servicers .
|
109
|
|
Section
5.05.
|
Compensating
Interest Payments.
|
109
|
|
Section
5.06.
|
Basis
Risk Reserve Fund.
|
109
|
|
Section
5.07.
|
Supplemental
Interest Trust.
|
110
|
|
Section
5.08.
|
Rights
of Swap Counterparty.
|
111
|
|
Section
5.09.
|
Termination
Receipts.
|
112
|
|
Section
5.10.
|
Final
Maturity Reserve Trust.
|
113
|
i
|
ARTICLE
VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
OF
DEFAULT
|
||
|
Section
6.01.
|
Duties
of Trustee and Securities Administrator.
|
114
|
|
Section
6.02.
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
117
|
|
Section
6.03.
|
Trustee
and Securities Administrator Not Liable for Certificates.
|
119
|
|
Section
6.04.
|
Trustee
and the Securities Administrator May Own Certificates.
|
119
|
|
Section
6.05.
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
119
|
|
Section
6.06.
|
Resignation
and Removal of Trustee and the Securities Administrator.
|
120
|
|
Section
6.07.
|
Successor
Trustee and Successor Securities Administrator.
|
121
|
|
Section
6.08.
|
Merger
or Consolidation of Trustee or the Securities
Administrator.
|
122
|
|
Section
6.09.
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
122
|
|
Section
6.10.
|
Authenticating
Agents.
|
124
|
|
Section
6.11.
|
Indemnification
of Trustee and Securities Administrator.
|
125
|
|
Section
6.12.
|
Fees
and Expenses of Securities Administrator, Trustee and
Custodians.
|
126
|
|
Section
6.13.
|
Collection
of Monies.
|
126
|
|
Section
6.14.
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
127
|
|
Section
6.15.
|
Additional
Remedies of Trustee Upon Event of Default.
|
131
|
|
Section
6.16.
|
Waiver
of Defaults.
|
131
|
|
Section
6.17.
|
Notification
to Holders.
|
132
|
|
Section
6.18.
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
132
|
|
Section
6.19.
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
132
|
|
Section
6.20.
|
Preparation
of Tax Returns and Other Reports.
|
133
|
|
Section
6.21.
|
Reporting
Requirements of the Commission
|
140
|
|
Section
6.22.
|
No
Merger.
|
140
|
|
Section
6.23.
|
Indemnification
by the Securities Administrator.
|
140
|
|
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.
|
141
|
|
Section
7.02.
|
Procedure
Upon Termination of Trust Fund or Purchase of Lower Tier REMIC
1
Uncertificated Regular Interests.
|
143
|
|
Section
7.03.
|
Additional
Trust Fund Termination Event or Purchase of the Lower Tier REMIC
1
Uncertificated Regular Interests.
|
144
|
|
Section
7.04.
|
Optional
Repurchase Right.
|
145
|
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
||
|
Section
8.01.
|
Limitation
on Rights of Holders.
|
146
|
|
Section
8.02.
|
Access
to List of Holders.
|
147
|
|
Section
8.03.
|
Acts
of Holders of Certificates.
|
147
|
ii
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CREDIT RISK
MANAGER
|
||
|
Section
9.01.
|
Duties
of the Master Servicer.
|
148
|
|
Section
9.02.
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions
Insurance
Policy.
|
149
|
|
Section
9.03.
|
Master
Servicer’s Financial Statements and Related Information.
|
149
|
|
Section
9.04.
|
Power
to Act; Procedures.
|
150
|
|
Section
9.05.
|
Enforcement
of Servicer’s and Master Servicer’s Obligations.
|
152
|
|
Section
9.06.
|
Collection
of Taxes, Assessments and Similar Items.
|
153
|
|
Section
9.07.
|
Termination
of Servicing Agreements; Successor Servicers.
|
153
|
|
Section
9.08.
|
Master
Servicer Liable for Enforcement.
|
154
|
|
Section
9.09.
|
No
Contractual Relationship Between Any Servicer and Trustee or
Depositor.
|
154
|
|
Section
9.10.
|
Assumption
of Servicing Agreement by Securities Administrator.
|
155
|
|
Section
9.11.
|
Due-on-Sale
Clauses; Assumption Agreements.
|
155
|
|
Section
9.12.
|
Release
of Mortgage Files.
|
155
|
|
Section
9.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
156
|
|
Section
9.14.
|
Representations
and Warranties of the Master Servicer.
|
158
|
|
Section
9.15.
|
Opinion.
|
160
|
|
Section
9.16.
|
Standard
Hazard and Flood Insurance Policies.
|
160
|
|
Section
9.17.
|
Presentment
of Claims and Collection of Proceeds.
|
161
|
|
Section
9.18.
|
Reserved.
|
161
|
|
Section
9.19.
|
Trustee
To Retain Possession of Certain Documents.
|
161
|
|
Section
9.20.
|
[Reserved]
|
161
|
|
Section
9.21.
|
Compensation
to the Master Servicer.
|
161
|
|
Section
9.22.
|
REO
Property.
|
161
|
|
Section
9.23.
|
Notices
to the Depositor and the Securities Administrator
|
162
|
|
Section
9.24.
|
Reports
to the Trustee.
|
163
|
|
Section
9.25.
|
Assessment
of Compliance and Attestation Reports..
|
163
|
|
Section
9.26.
|
Annual
Statement of Compliance with Applicable Servicing Criteria
.
|
165
|
|
Section
9.27.
|
Merger
or Consolidation.
|
165
|
|
Section
9.28.
|
Resignation
of Master Servicer.
|
166
|
|
Section
9.29.
|
Assignment
or Delegation of Duties by the Master Servicer.
|
166
|
|
Section
9.30.
|
Limitation
on Liability of the Master Servicer and Others.
|
167
|
|
Section
9.31.
|
Indemnification;
Third-Party Claims.
|
168
|
|
Section
9.32.
|
Special
Servicing of Delinquent Mortgage Loans.
|
168
|
|
Section
9.33.
|
Alternative
Index.
|
168
|
|
Section
9.34.
|
Duties
of the Credit Risk Manager.
|
169
|
|
Section
9.35.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
170
|
|
Section
9.36.
|
Indemnification
by the Credit Risk Manager.
|
171
|
|
Section
9.37.
|
Removal
of Credit Risk Manager.
|
171
|
iii
|
ARTICLE
X REMIC ADMINISTRATION
|
||
|
Section
10.01.
|
REMIC
Administration.
|
171
|
|
Section
10.02.
|
Prohibited
Transactions and Activities.
|
174
|
|
Section
10.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
175
|
|
Section
10.04.
|
REO
Property.
|
175
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
||
|
Section
11.01.
|
Binding
Nature of Agreement; Assignment.
|
176
|
|
Section
11.02.
|
Entire
Agreement.
|
176
|
|
Section
11.03.
|
Amendment.
|
176
|
|
Section
11.04.
|
Voting
Rights.
|
178
|
|
Section
11.05.
|
Provision
of Information.
|
179
|
|
Section
11.06.
|
Governing
Law.
|
179
|
|
Section
11.07.
|
Notices.
|
179
|
|
Section
11.08.
|
Severability
of Provisions.
|
180
|
|
Section
11.09.
|
Indulgences;
No Waivers.
|
180
|
|
Section
11.10.
|
Headings
Not To Affect Interpretation.
|
180
|
|
Section
11.11.
|
Benefits
of Agreement.
|
180
|
|
Section
11.12.
|
Special
Notices to the Rating Agencies and any NIMS Insurer.
|
181
|
|
Section
11.13.
|
Conflicts.
|
182
|
|
Section
11.14.
|
Counterparts.
|
182
|
|
Section
11.15.
|
Transfer
of Servicing.
|
182
|
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 Watchlist Report
|
|
Exhibit
R-2
|
Form
of Loss Severity Report
|
|
Exhibit
R-3
|
Reserved
|
|
Exhibit
R-4
|
Form
of Prepayment Premiums Report
|
|
Exhibit
R-5
|
Form
of Analytics 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
|
|
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 October 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 XXXXXXX FIXED INCOME SERVICES
INC. (formerly known as The Murrayhill Company), a Colorado corporation,
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 and (xii) the obligation to pay Class
I
Shortfalls (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
|
$
|
70,416,968.17
|
(1)
|
||
|
LT2-F1
|
$
|
19,110,500.00
|
(2)
|
||
|
LT2-V1
|
$
|
19,110,500.00
|
(3)
|
||
|
LT2-F2
|
$
|
18,543,000.00
|
(2)
|
||
|
LT2-V2
|
$
|
18,543,000.00
|
(3)
|
||
|
LT2-F3
|
$
|
17,992,000.00
|
(2)
|
||
|
LT2-V3
|
$
|
17,992,000.00
|
(3)
|
||
|
LT2-F4
|
$
|
17,458,000.00
|
(2)
|
||
|
LT2-V4
|
$
|
17,458,000.00
|
(3)
|
||
|
LT2-F5
|
$
|
16,939,000.00
|
(2)
|
||
|
LT2-V5
|
$
|
16,939,000.00
|
(3)
|
||
|
LT2-F6
|
$
|
16,435,500.00
|
(2)
|
||
|
LT2-V6
|
$
|
16,435,500.00
|
(3)
|
||
|
LT2-F7
|
$
|
15,947,000.00
|
(2)
|
||
|
LT2-V7
|
$
|
15,947,000.00
|
(3)
|
||
|
LT2-F8
|
$
|
15,471,500.00
|
(2)
|
||
|
LT2-V8
|
$
|
15,471,500.00
|
(3)
|
||
|
LT2-F9
|
$
|
15,012,500.00
|
(2)
|
||
|
LT2-V9
|
$
|
15,012,500.00
|
(3)
|
||
|
LT2-F10
|
$
|
14,565,500.00
|
(2)
|
||
|
LT2-V10
|
$
|
14,565,500.00
|
(3)
|
||
|
LT2-F11
|
$
|
14,133,000.00
|
(2)
|
||
|
LT2-V11
|
$
|
14,133,000.00
|
(3)
|
||
|
LT2-F12
|
$
|
13,712,000.00
|
(2)
|
||
|
LT2-V12
|
$
|
13,712,000.00
|
(3)
|
||
|
LT2-F13
|
$
|
15,634,000.00
|
(2)
|
||
|
LT2-V13
|
$
|
15,634,000.00
|
(3)
|
||
|
LT2-F14
|
$
|
17,179,000.00
|
(2)
|
||
|
LT2-V14
|
$
|
17,179,000.00
|
(3)
|
||
|
LT2-F15
|
$
|
16,975,500.00
|
(2)
|
||
|
LT2-V15
|
$
|
16,975,500.00
|
(3)
|
||
|
LT2-F16
|
$
|
16,742,000.00
|
(2)
|
||
|
LT2-V16
|
$
|
16,742,000.00
|
(3)
|
||
|
LT2-F17
|
$
|
16,480,000.00
|
(2)
|
||
|
LT2-V17
|
$
|
16,480,000.00
|
(3)
|
||
|
LT2-F18
|
$
|
16,193,500.00
|
(2)
|
3
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|
LT2-V18
|
$
|
16,193,500.00
|
(3)
|
||
|
LT2-F19
|
$
|
15,881,000.00
|
(2)
|
||
|
LT2-V19
|
$
|
15,881,000.00
|
(3)
|
||
|
LT2-F20
|
$
|
15,546,500.00
|
(2)
|
||
|
LT2-V20
|
$
|
15,546,500.00
|
(3)
|
||
|
LT2-F21
|
$
|
15,190,000.00
|
(2)
|
||
|
LT2-V21
|
$
|
15,190,000.00
|
(3)
|
||
|
LT2-F22
|
$
|
14,815,000.00
|
(2)
|
||
|
LT2-V22
|
$
|
14,815,000.00
|
(3)
|
||
|
LT2-F23
|
$
|
51,052,500.00
|
(2)
|
||
|
LT2-V23
|
$
|
51,052,500.00
|
(3)
|
||
|
LT2-F24
|
$
|
27,438,000.00
|
(2)
|
||
|
LT2-V24
|
$
|
27,438,000.00
|
(3)
|
||
|
LT2-F25
|
$
|
23,982,500.00
|
(2)
|
||
|
LT2-V25
|
$
|
23,982,500.00
|
(3)
|
||
|
LT2-F26
|
$
|
18,232,500.00
|
(2)
|
||
|
LT2-V26
|
$
|
18,232,500.00
|
(3)
|
||
|
LT2-F27
|
$
|
14,215,500.00
|
(2)
|
||
|
LT2-V27
|
$
|
14,215,500.00
|
(3)
|
||
|
LT2-F28
|
$
|
11,286,000.00
|
(2)
|
||
|
LT2-V28
|
$
|
11,286,000.00
|
(3)
|
||
|
LT2-F29
|
$
|
9,078,500.00
|
(2)
|
||
|
LT2-V29
|
$
|
9,078,500.00
|
(3)
|
||
|
LT2-F30
|
$
|
7,369,000.00
|
(2)
|
||
|
LT2-V30
|
$
|
7,369,000.00
|
(3)
|
||
|
LT2-F31
|
$
|
6,015,000.00
|
(2)
|
||
|
LT2-V31
|
$
|
6,015,000.00
|
(3)
|
||
|
LT2-F32
|
$
|
4,921,500.00
|
(2)
|
||
|
LT2-V32
|
$
|
4,921,500.00
|
(3)
|
||
|
LT2-F33
|
$
|
4,679,500.00
|
(2)
|
||
|
LT2-V33
|
$
|
4,679,500.00
|
(3)
|
||
|
LT2-F34
|
$
|
4,448,500.00
|
(2)
|
||
|
LT2-V34
|
$
|
4,448,500.00
|
(3)
|
||
|
LT2-F35
|
$
|
4,230,500.00
|
(2)
|
||
|
LT2-V35
|
$
|
4,230,500.00
|
(3)
|
||
|
LT2-F36
|
$
|
4,023,000.00
|
(2)
|
||
|
LT2-V36
|
$
|
4,023,000.00
|
(3)
|
||
|
LT2-F37
|
$
|
3,826,000.00
|
(2)
|
||
|
LT2-V37
|
$
|
3,826,000.00
|
(3)
|
||
|
LT2-F38
|
$
|
3,638,000.00
|
(2)
|
||
|
LT2-V38
|
$
|
3,638,000.00
|
(3)
|
||
|
LT2-F39
|
$
|
3,460,500.00
|
(2)
|
||
|
LT2-V39
|
$
|
3,460,500.00
|
(3)
|
||
|
LT2-F40
|
$
|
3,290,000.00
|
(2)
|
4
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
|
LT2-V40
|
$
|
3,290,000.00
|
(3)
|
||
|
LT2-F41
|
$
|
3,129,000.00
|
(2)
|
||
|
LT2-V41
|
$
|
3,129,000.00
|
(3)
|
||
|
LT2-F42
|
$
|
2,976,500.00
|
(2)
|
||
|
LT2-V42
|
$
|
2,976,500.00
|
(3)
|
||
|
LT2-F43
|
$
|
2,828,500.00
|
(2)
|
||
|
LT2-V43
|
$
|
2,828,500.00
|
(3)
|
||
|
LT2-F44
|
$
|
2,691,500.00
|
(2)
|
||
|
LT2-V44
|
$
|
2,691,500.00
|
(3)
|
||
|
LT2-F45
|
$
|
2,559,000.00
|
(2)
|
||
|
LT2-V45
|
$
|
2,559,000.00
|
(3)
|
||
|
LT2-F46
|
$
|
2,433,500.00
|
(2)
|
||
|
LT2-V46
|
$
|
2,433,500.00
|
(3)
|
||
|
LT2-F47
|
$
|
2,314,500.00
|
(2)
|
||
|
LT2-V47
|
$
|
2,314,500.00
|
(3)
|
||
|
LT2-F48
|
$
|
2,200,500.00
|
(2)
|
||
|
LT2-V48
|
$
|
2,200,500.00
|
(3)
|
||
|
LT2-F49
|
$
|
2,093,500.00
|
(2)
|
||
|
LT2-V49
|
$
|
2,093,500.00
|
(3)
|
||
|
LT2-F50
|
$
|
1,989,500.00
|
(2)
|
||
|
LT2-V50
|
$
|
1,989,500.00
|
(3)
|
||
|
LT2-F51
|
$
|
1,892,500.00
|
(2)
|
||
|
LT2-V51
|
$
|
1,892,500.00
|
(3)
|
||
|
LT2-F52
|
$
|
1,800,000.00
|
(2)
|
||
|
LT2-V52
|
$
|
1,800,000.00
|
(3)
|
||
|
LT2-F53
|
$
|
1,711,000.00
|
(2)
|
||
|
LT2-V53
|
$
|
1,711,000.00
|
(3)
|
||
|
LT2-F54
|
$
|
1,628,000.00
|
(2)
|
||
|
LT2-V54
|
$
|
1,628,000.00
|
(3)
|
||
|
LT2-F55
|
$
|
1,547,000.00
|
(2)
|
||
|
LT2-V55
|
$
|
1,547,000.00
|
(3)
|
||
|
LT2-F56
|
$
|
1,472,500.00
|
(2)
|
||
|
LT2-V56
|
$
|
1,472,500.00
|
(3)
|
||
|
LT2-F57
|
$
|
1,400,500.00
|
(2)
|
||
|
LT2-V57
|
$
|
1,400,500.00
|
(3)
|
||
|
LT2-F58
|
$
|
1,335,500.00
|
(2)
|
||
|
LT2-V58
|
$
|
1,335,500.00
|
(3)
|
||
|
LT2-F59
|
$
|
25,723,000.00
|
(2)
|
||
|
LT2-V59
|
$
|
25,723,000.00
|
(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.
|
5
|
(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.
On
each
Distribution Date, the Securities Administrator shall distribute the Prepayment
Premiums collected during the preceding Prepayment Period to the Class LT2-F59
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-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
|
6
|
REMIC
3
Lower
Tier
Class
Designation
|
REMIC
3
Lower
Tier
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
|
|
Class
LT3-M8
|
(1)
|
(3)
|
M8
|
|||
|
Class
LT3-M9
|
(1)
|
(3)
|
M9
|
|||
|
Class
LT3-B1
|
(1)
|
(3)
|
B1
|
|||
|
Class
LT3-B2
|
(1)
|
(3)
|
B2
|
|||
|
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).
|
|
(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
|
7
|
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
|
___________________________
|
(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.
|
|
(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.
8
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-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-B1 and Class
LT3-B2
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
(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-F59 Lower Tier Interest in REMIC 2 on such Distribution Date to the Class
LT3-Q Interest.
9
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)
|
$393,008,000.00
|
$
25,000
|
|
Class
A2
|
(2)
|
$389,952,000.00
|
$
25,000
|
|
Class
A3
|
(3)
|
$213,927,000.00
|
$
25,000
|
|
Class
A4
|
(4)
|
$
67,157,000.00
|
$
25,000
|
|
Class
M1
|
(5)
|
$
51,487,000.00
|
$100,000
|
|
Class
M2
|
(6)
|
$
40,265,000.00
|
$100,000
|
|
Class
M3
|
(7)
|
$
25,743,000.00
|
$100,000
|
|
Class
M4
|
(8)
|
$
23,103,000.00
|
$100,000
|
|
Class
M5
|
(9)
|
$
21,122,000.00
|
$100,000
|
|
Class
M6
|
(10)
|
$
15,842,000.00
|
$100,000
|
|
Class
M7
|
(11)
|
$
14,522,000.00
|
$100,000
|
|
Class
M8
|
(12)
|
$
9,241,000.00
|
$100,000
|
|
Class
M9
|
(13)
|
$
14,522,000.00
|
$100,000
|
|
Class
B1
|
(14)
|
$
12,541,000.00
|
$100,000
|
|
Class
B2
|
(15)
|
$
11,881,000.00
|
$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 0.160% 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 0.320%. 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 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 0.240% 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 0.480%. 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 M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.250% 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 0.375%. 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.
|
|
(6)
|
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 0.310% 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 0.465%. 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.
|
|
(7)
|
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 0.350% 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 M3 Certificates
will be LIBOR plus 0.525%. 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.
|
|
(8)
|
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 0.380% 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 0.570%. 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.
|
12
|
(9)
|
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 0.430% 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 0.645%. 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.
|
|
(10)
|
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.
|
|
(11)
|
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 0.800% 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 1.200%. 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
|
(12)
|
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 1.150% 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 1.725%. 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.
|
|
(13)
|
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 2.150% 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 3.225%. 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.
|
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date
(and the
related Accrual Period) for the Class B1 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 B1 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 B1 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 B1 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
B1
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 B1 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 B2 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 B2 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 B2 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 B2 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
B2
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 B2 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 $15,841,968.17 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 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
$1,320,154,968.17.
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.
15
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 October 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-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-B1, Class
LT3-B2 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-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-B1
and
Class LT3-B2 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.
Aggregate
Expense Rate:
With
respect to any Mortgage Loan, the related Servicing Fee Rate.
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.
17
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.
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate on behalf of the
Depositor.
B1
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 B1 Certificates immediately prior to
such
Distribution Date exceeds (y) the B1 Target Amount.
B1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 95.80% 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 Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx:
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, Class M9 and Class B1 Certificates,
in each case after giving effect to distributions on such Distribution
Date and
(ii) the Class Principal Amount of the Class B2 Certificates immediately
prior
to such Distribution Date exceeds (y) the B2 Target Amount.
B2
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 97.60% 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.
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.
19
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.
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.
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.
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 ABN AMRO Bank, N.V.
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.
21
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 Certificates:
Collectively, the Class B1 and Class B2 Certificates.
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
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.
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 $15,841,968.17 (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.
22
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:
October
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.
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.
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 filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi)
executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon
(or in
a form suitable for recordation).
23
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of
the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
With
respect to the Securities Administrator, the principal corporate trust
office of
the Securities Administrator at which, at any particular time, its corporate
trust business shall be administered, which office at the date hereof is
located
at (a) for purposes of presentment and surrender of the Certificates, Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Client
Service Manager - SASCO 2006-BC3 and (b) for all other purposes, 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Service Manager
-
SASCO 2006-BC3. With respect to the Trustee, the corporate trust office
of the
Trustee at which, at any particular time, its corporate trust business
shall be
administered, which office at the date hereof is located at Xxx Xxxxxxx
Xxxxxx,
Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Structured Finance Services:
SASCO 2006-BC3.
Corresponding
Class:
The
Class of Certificates that corresponds to a Class of interests in REMIC
3 or
REMIC 4, as provided in the Preliminary Statement.
Countrywide
Servicing:
Countrywide Home Loans Servicing LP.
Credit
Risk Management Agreement:
Each
credit risk management agreement dated as of the Closing Date, entered
into by a
Servicer or the Master Servicer and the Credit Risk Manager, identified
on
Exhibit L attached hereto.
Credit
Risk Manager:
Xxxxxxx
Fixed Income Services Inc., formerly known as The Murrayhill Company, a
Colorado
corporation, and its successors and assigns.
Credit
Risk Manager’s Fee:
With
respect to any Distribution Date and each Mortgage Loan, an amount equal
to the
product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
Scheduled Principal Balance of such Mortgage Loan as of the first day of
the
related Collection Period.
Credit
Risk Manager’s Fee Rate:
0.009%
per annum.
Cumulative
Loss Trigger Event:
A
Cumulative Loss Trigger Event shall have occurred with respect to any
Distribution Date if the fraction, expressed as a percentage, obtained
by
dividing (x) the aggregate amount of cumulative Realized Losses incurred
on the
Mortgage Loans from the Cut-off Date through the last day of the related
Collection Period by (y) the Cut-off Date Balance exceeds the applicable
percentages described below with respect to such Distribution Date:
24
|
Distribution
Date
|
Loss
Percentage
|
|
|
November
2008 to October 2009
|
1.25%
for the first month, plus
an
additional 1/12th
of
1.50% for each month thereafter
|
|
|
November
2009 to October 2010
|
2.75%
for the first month, plus
an
additional 1/12th
of
1.65% for each month thereafter
|
|
|
November
2010 to October 2011
|
4.40%
for the first month, plus
an
additional 1/12th
of
1.25% for each month thereafter
|
|
|
November
2011 to October 2012
|
5.65%
for the first month, plus
an
additional 1/12th
of
0.75% for each month thereafter
|
|
|
November
2012 and thereafter
|
6.40%
|
Current
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the
aggregate amount of interest accrued at the applicable Certificate Interest
Rate
during the related Accrual Period on the Class Principal Amount of such
Class
immediately prior to such Distribution Date.
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and maintained
by a
Servicer pursuant to the related Servicing Agreement.
Custodial
Agreement:
Each
custodial agreement identified on Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee and acknowledged by the Master Servicer
substantially in the form thereof.
Custodial
Compensation:
The
transactional fees or charges (exclusive of the custodian acceptance fee
and
annual administration fee) and reimbursement of out-of-pocket expenses
paid to
or allowed Deutsche Bank National Trust Company and Xxxxx Fargo Bank, N.A.,
in
their respective capacities as a Custodian, pursuant to the applicable
Custodial
Agreement or any applicable side letter.
Custodian:
Each
custodian appointed by the Trustee pursuant to a Custodial Agreement, and
any
successor thereto. The initial Custodians are Deutsche Bank National Trust
Company, LaSalle Bank National Association, U.S. Bank National Association
and
Xxxxx Fargo Bank, N.A.
Cut-off
Date:
October
1, 2006.
Cut-off
Date Balance:
The
Aggregate Pool Balance as of the Cut-off Date.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that
the
related Mortgagor is obligated to pay on any Due Date as a result of, or
in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Swap Agreement.
25
Deferred
Amount:
With
respect to any Distribution Date and each Class of the Subordinate Certificates,
the amount by which (x) the aggregate of Applied Loss Amounts previously
applied
in reduction of the Class Principal Amount thereof exceeds (y) the sum
of (1)
the aggregate of amounts previously reimbursed in respect thereof and (2)
the
amount by which the Class Principal Amount of such Class has been increased
due
to any Subsequent Recovery.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans
are
substituted therefor.
Delinquency
Default Mortgage Loan:
Any
Mortgage Loan originated by BNC Mortgage, Inc. which was 29 days or more
Delinquent as of the Cut-off Date which is not current in payment on or
before
October 30, 2006.
Delinquency
Event:
Any
Distribution Date on which the Rolling Three Month Delinquency Rate as
of the
last day of the immediately preceding calendar month equals or exceeds
41.00% of
the Senior Enhancement Percentage for such Distribution Date.
Delinquency
Rate:
With
respect to any calendar month, the fraction, expressed as a percentage,
the
numerator of which is the aggregate outstanding principal balance of (i)
all
Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans
60 days
Delinquent for which the related Mortgagor has filed for bankruptcy after
the
Closing Date) and (ii) each Mortgage Loan in foreclosure and all REO Properties
as of the close of business on the last day of such month, and the denominator
of which is the Aggregate Pool Balance as of the close of business on the
last
day of such month.
Delinquent:
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business on
the Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day of
the month
immediately succeeding the month in which such payment was first due, or,
if
there is no such corresponding day (e.g.,
as when
a 30-day month follows a 31-day month in which a payment was due on the
31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation having
its
principal place of business in New York, or its successors in
interest.
Determination
Date:
With
respect to each Distribution Date and any Servicer, the 18th day of the
month in
which such Distribution Date occurs, or, if such 18th day is not a Business
Day,
the next succeeding Business Day.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
26
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is Delinquent in payment
for a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the applicable Servicer or the Trustee
has accepted a deed in lieu of foreclosure.
Distribution
Date:
The
25th day of each month or, if such 25th day is not a Business Day, the
next
succeeding Business Day, commencing in November 2006.
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is
due under
the related Mortgage Note.
Eligible
Account:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company acceptable to the Rating Agencies
or
(ii) an account or accounts the deposits in which are insured by the FDIC
to the
limits established by such corporation, provided that any such deposits
not so
insured shall be maintained in an account at a depository institution or
trust
company whose commercial paper or other short term debt obligations (or,
in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short term
debt
or deposit obligations of such holding company or depository institution,
as the
case may be) have been rated by each Rating Agency in its highest short-term
rating category, or (iii) a segregated trust account or accounts (which
shall be
a “special deposit account”) maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its
fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Investments:
Any one
or more of the following obligations or securities:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or
bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent
of the
Trustee, acting in its respective commercial capacity) incorporated or
organized
under the laws of the United States of America or any state thereof and
subject
to supervision and examination by federal or state banking authorities,
so long
as at the time of investment or the contractual commitment providing for
such
investment the commercial paper or other short-term debt obligations of
such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one
of its
two highest long-term rating categories;
27
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
Investor Protection Corporation jurisdiction or any commercial bank insured
by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest short-term
rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to
(a) one
of the two highest short-term credit rating categories of S&P and Xxxxx’x
and (b) the highest short-term rating category of Fitch; provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the
Trust
Fund to exceed 20% of the sum of the Aggregate Pool Balance and the aggregate
principal amount of all Eligible Investments in the Certificate Account;
provided,
further,
that
such securities will not be Eligible Investments if they are published
as being
under review with negative implications from any Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating
Agency in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest
or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full
faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation,
or
interest-bearing or other security or investment (including those managed
or
advised by the Securities Administrator or any Affiliate thereof), (A)
rated in
the highest rating category by each Rating Agency rating such investment
or (B)
that would not adversely affect the then current rating assigned by each
Rating
Agency of any of the Certificates or the NIM Securities and has a short
term
rating of at least “A-1” or its equivalent by each Rating Agency. Such
investments in this subsection (viii) may include money market mutual funds
or
common trust funds, including any fund for which U.S. Bank National Association
(the “Bank”) in its capacity other than as Trustee, the Trustee, the Master
Servicer, any NIMS Insurer, the Securities Administrator or an affiliate
thereof
serves as an investment advisor, administrator, shareholder servicing agent,
and/or custodian or subcustodian, notwithstanding that (x) the Bank, the
Trustee, the Master Servicer, any NIMS Insurer, the Securities Administrator
or
any affiliate thereof charges and collects fees and expenses from such
funds for
services rendered, (y) the Bank, the Trustee, the Master Servicer, any
NIMS
Insurer, the Securities Administrator or any affiliate thereof charges
and
collects fees and expenses for services rendered pursuant to this Agreement,
and
(z) services performed for such funds and pursuant to this Agreement may
converge at any time. The Bank or an affiliate thereof is authorized to
charge
and collect from the Trustee or the Securities Administrator such fees
as are
collected from all investors in such funds for services rendered to such
funds
(but not to exceed investment earnings thereon);
28
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations, provided
that any
such investment will be a “permitted investment” within the meaning of Section
860G(a)(5) of the Code.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets
the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate:
Any
Class B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate,
and any
Offered Certificate which does not have a rating of BBB- or above or Baa3
or
above.
ERISA-Restricted
Trust Certificate:
Any
Senior Certificate or Class M Certificate.
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by each Servicer
satisfying the requirements of the related Servicing Agreement.
Escrow
Account:
Any
account established and maintained by each Servicer pursuant to the related
Servicing Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Exchange
Act Signing Party:
With
respect to any document to be filed in accordance with the Exchange Act
other
than any Form 8-K (other than the initial Form 8-K), Form 10-D, Form 10-K
or
Xxxxxxxx-Xxxxx Certification, the Depositor, and with respect to any Form
8-K
(other than the initial Form 8-K), Form 10-D, Form 10-K or Xxxxxxxx-Xxxxx
Certification, the Master Servicer, or as otherwise determined by mutual
agreement between such parties.
Excluded
Trust Assets:
As
described in the Preliminary Statement.
29
Xxxxxx
Xxx or FNMA:
Xxxxxx
Mae, f/k/a/ the Federal National Mortgage Association, a federally chartered
and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by each Servicer satisfying the
requirements of the related Servicing Agreement.
Final
Maturity Reserve Account:
The
account created pursuant to Section 5.10 of this Agreement.
Final
Maturity Reserve Amount:
For
each Mortgage Pool and each Distribution Date on and after the Distribution
Date
in November 2016 up to and including the earlier of the Final Scheduled
Distribution Date or the termination of the Trust Fund, if the aggregate
Scheduled Principal Balance of the Mortgage Loans with forty-year original
terms
to maturity is greater than the amount set forth in Schedule B hereto,
the
lesser of (A) the product of (x) the Final Maturity Reserve Rate, (y) the
aggregate Scheduled Principal Balance on the first day of the related Collection
Period of the Mortgage Loans with forty-year original terms to maturity
in such
Mortgage Pool (not including for this purpose any such Mortgage Loans in
the
related Mortgage Pool for which Principal Prepayments in full have been
received
and distributed in the month prior to such Distribution Date) and (z) a
fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 360 and (B) the product
of (a)
the Final Maturity Reserve Shortfall for such Distribution Date and (b)
a
fraction, the numerator of which is the Pool Balance for the related Mortgage
Pool on the first day of the related Collection Period (not including for
this
purpose any such Mortgage Loans in the related Mortgage Pool for which
Principal
Prepayments in full have been received and distributed in the month prior
to
such Distribution Date) and the denominator of which is the Aggregate Pool
Balance on the first day of the related Collection Period (not including
for
this purpose any such Mortgage Loans for which Principal Prepayments in
full
have been received and distributed in the month prior to that Distribution
Date). For (a) each Mortgage Pool and each Distribution Date prior to the
Distribution Date in November 2016 or (b) each Distribution Date on and
after the Distribution Date in November 2016 for which the aggregate Scheduled
Principal Balance of the forty-year Mortgage Loans does not exceed the
aggregate
Scheduled Principal Balance in Schedule C hereto, zero.
Final
Maturity Reserve Rate:
An
annual rate of 0.80%.
Final
Maturity Reserve Shortfall:
For
each Distribution Date, the lesser of (A) the excess of (i) the aggregate
Scheduled Principal Balance of the Mortgage Loans with forty-year original
terms
to maturity on the first day of the related Collection Period (not including
for
this purpose any such Mortgage Loans for which Principal Prepayments in
full
have been received and distributed in the month prior to that Distribution
Date)
over (ii) the amounts on deposit in the Final Maturity Reserve Account
or (B)
the excess of (x) the aggregate Certificate Principal Amount of the Offered
Certificates after giving effect to distributions on such Distribution
Date over
(z) the amounts on deposit in the Final Maturity Reserve Account.
30
Final
Maturity Reserve Trust:
The
corpus of a trust created pursuant to Section 5.10 of this Agreement and
designated as the “Final Maturity Reserve Trust” consisting of the Final
Maturity Reserve Account, but which is not an asset of any REMIC.
Final
Scheduled Distribution Date:
With
respect to each Class of Certificates, the Distribution Date occurring
in
October 2036.
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that
clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
First
Payment Default Administration Agreement:
The
first payment default administration agreement dated October 30, 2006,
among the
Depositor, the Seller, the Mortgage Loan Administrator, the Securities
Administrator and the Trustee for the monitoring of the First Payment Default
Mortgage Loans by the Mortgage Loan Administrator.
First
Payment Default Mortgage Loan:
Any
Mortgage Loan originated by Countrywide Home Loans, Inc. and Fieldstone
Mortgage
Company, Inc. which do not make first payments due to the Seller within
the time
frame required under the related PPTLS or any Mortgage Loan specified in
Section
1.04(e) of the Mortgage Loan Sale and Assignment Agreement in respect of
which
the related Mortgagor does not make the first payment due to the Seller
within
the time frame required under such section.
Fitch:
Fitch
Ratings, Inc., or any successor in interest.
Fixed
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for a fixed
rate of
interest throughout the term of such Note.
Form
8-K Disclosure Information:
As
defined in Section 6.20(f)(i).
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
FPD
Premium:
With
respect to any First Payment Default Mortgage Loan or Delinquency Default
Mortgage Loan purchased by the Seller, the excess, if any of the FPD Purchase
Price over the Purchase Price for such Mortgage Loan.
FPD
Purchase Price:
With
respect to any First Payment Default Mortgage Loan or Delinquency Default
Mortgage Loan, an amount equal to the sum of (a) 101.50% of the unpaid
principal
balance of such Mortgage Loan and (b) accrued interest thereon at the applicable
Mortgage Rate from the date as to interest was last paid to (but not including)
the Due Date in the Collection Period immediately preceding the related
Distribution Date.
Xxxxxxx
Mac or FHLMC:
Xxxxxxx
Mac, f/k/a the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III
of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
31
GNMA:
The
Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within HUD.
Group:
The
Group 1 Senior Certificates or the Group 2 Senior Certificates, as the
context
requires.
Group
1 Senior Certificates:
The
Class A1 Certificates.
Group
2 Senior Certificates:
Collectively, the Class A2, Class A3 and Class A4 Certificates.
Holder
or
Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or
giving
any consent pursuant to this Agreement, any Certificate registered in the
name
of the Depositor, the Trustee, the Master Servicer, the Securities
Administrator, any Servicer or the Credit Risk Manager or any Affiliate
thereof
shall be deemed not to be outstanding in determining whether the requisite
percentage necessary to effect any such consent has been obtained, except
that,
in determining whether the Securities Administrator shall be protected
in
relying upon any such consent, only Certificates which a Responsible Officer
of
the Securities Administrator knows to be so owned shall be disregarded.
The
Securities Administrator, the Trustee and any NIMS Insurer may request
and
conclusively rely on certifications by the Depositor, the Master Servicer,
the
Securities Administrator, the Trustee, the applicable Servicer or the Credit
Risk Manager, as applicable, in determining whether any Certificates are
registered to an Affiliate of the Depositor, the Master Servicer, the Trustee,
any Servicer or the Credit Risk Manager. After a Section 7.01(c) Purchase
Event,
other than in Sections 5.02(b) through (h) and 11.03(a) and (b) and, except
in
the case of the Class LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06,
3.07
and 3.09 herein, all references in this Agreement to “Holder” or
“Certificateholder” shall be deemed to be references to the LTURI-holder, as
recorded on the books of the Certificate Registrar, as holder of the Lower
Tier
Uncertificated REMIC 1 Regular Interests.
HomEq:
HomEq
Servicing Corporation.
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of
another
specified Person and any Affiliate of such other Person, (b) does not have
any
material direct financial interest in such other Person or any Affiliate
of such
other Person, (c) is not connected with such other Person or any Affiliate
of
such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (d) is not
a member
of the immediate family of a Person defined in clause (b) or (c)
above.
Index:
The
index specified in the related Mortgage Note for calculation of the Mortgage
Rate thereof.
Initial
LIBOR Rate:
5.32%.
32
Initial
Optional Termination Date:
The
first Distribution Date following the date on which the Aggregate Pool
Balance
is less than 10.00% of the Cut-off Date Balance.
Insurance
Policy:
Any
standard hazard insurance policy, flood insurance policy, earthquake insurance
policy or title insurance policy relating to the Mortgage Loans or the
Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during
the term
of this Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts (i)
to cover
expenses incurred by or on behalf of any Servicer or Master Servicer in
connection with procuring such proceeds, (ii) to be applied to restoration
or
repair of the related Mortgaged Property or (iii) required to be paid over
to
the Mortgagor pursuant to law or the related Mortgage Note.
Interest
Rate Cap Account:
The
account created pursuant to Section 5.07(b).
Interest
Rate Cap Agreement:
The
interest rate cap agreement dated October 30, 2006 entered into by the
Supplemental Interest Trust, which agreement provides for the monthly payment
specified therein to the Securities Administrator (for the benefit of the
Certificateholders) commencing with the Distribution Date in October 2007
and
ending on the Distribution Date in October 2011, by the Cap Counterparty,
but
subject to the conditions set forth therein together with any schedules,
confirmations or other agreements relating thereto, attached hereto as
Exhibit
N.
Interest
Rate Cap Amount:
With
respect to each Distribution Date, the amount of any Interest Rate Cap
Payment
deposited into the Interest Rate Cap Account, and any investment earnings
thereon.
Interest
Rate Cap Payment:
With
respect to each Distribution Date, any payment required to be made by the
Cap
Counterparty to the Supplemental Interest Trust pursuant to the terms of
the
Interest Rate Cap Agreement.
Interest
Rate Cap Payment Date:
For so
long as the Interest Rate Cap Agreement is in effect or any amounts remain
unpaid thereunder, the Business Day immediately preceding each Distribution
Date.
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount equal
to (a)
the sum of (1) all interest collected (other than Payaheads and Prepayment
Premiums) or advanced in respect of Scheduled Payments on the Mortgage
Loans in
such Mortgage Pool during the related Collection Period by the applicable
Servicers, the Master Servicer or the Trustee (solely in its capacity as
successor master servicer), minus
(x) the
Servicing Fee with respect to such Mortgage Loans in such Mortgage Pool
and (y)
previously unreimbursed Advances due to the Servicers, the Master Servicer
or
the Trustee (solely in its capacity as successor master servicer) to the
extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans, (2) any amounts
actually
paid by the Servicers with respect to Prepayment Interest Shortfalls and
any
Compensating Interest Payments with respect to such Mortgage Loans and
the
related Prepayment Period, (3) the portion of any Purchase Price (or PPTL
Purchase Price (excluding any PPTL Premium) or FPD Purchase Price (excluding
any
FPD Premium) payable with respect to a First Payment Default Mortgage Loan
or
Delinquency Default Mortgage Loan) or Substitution Amount paid with respect
to
such Mortgage Loans during the related Prepayment Period allocable to interest
and (4) all Net Liquidation Proceeds, Insurance Proceeds, any Subseqent
Recoveries and any other recoveries collected with respect to such Mortgage
Loans during the related Prepayment Period, to the extent allocable to
interest,
for each Mortgage Pool, as
reduced by (b)
the
product of (i) the applicable Pool Percentage for such Distribution Date
and
(ii) any other costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer, the Securities Administrator, each Custodian and each
Servicer to the extent provided in this Agreement, each Servicing Agreement
and
each Custodial Agreement; provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee payable
from
the Interest Remittance Amount and Principal Remittance Amount may not
exceed
$200,000 during any Anniversary Year. In the event that the Trustee incurs
reimbursable amounts in excess of $200,000, it may seek reimbursement for
such
amounts in subsequent Anniversary Years, but in no event shall more than
$200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
the
foregoing, costs and expenses incurred by the Trustee pursuant to Section
6.14(a) in connection with any transfer of servicing shall be excluded
from the
$200,000 per Anniversary Year limit on reimbursable amounts. For the avoidance
of doubt, (i) the Interest Remittance Amount available on each Swap Payment
Date
for distributions to the Swap Account shall be equal to the Interest Remittance
Amount on the related Distribution Date and (ii) the Interest Remittance
Amount
for each Distribution Date shall be calculated without regard to any
distributions to the Swap Account on the related Swap Payment Date.
33
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer or
equivalent instrument.
JPMorgan:
JPMorgan Chase Bank, National Association.
Latest
Possible Maturity Date:
The
Distribution Date occurring in October 2041.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
(a)
With respect to the first Accrual Period, the Initial LIBOR Rate. With
respect
to each subsequent Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Securities Administrator
on
the basis of the “Interest Settlement Rate” set by the British Bankers’
Association (the “BBA”) for one-month United States dollar deposits, as such
rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time)
on such
LIBOR Determination Date.
(b) If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if
the
Telerate Page 3750 is not available on such date, the Securities Administrator
will obtain such rate first
from
Reuters’ “page LIBOR 01,” or if such page is not available, then from
Bloomberg’s page “BBAM.” If any such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently published
Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative
index that has performed, or that the Securities Administrator expects
to
perform, in a manner substantially similar to the BBA’s Interest Settlement
Rate. The Securities Administrator will select a particular index as the
alternative index only if it receives an Opinion of Counsel (a copy of
which
shall be furnished to the Trustee and any NIMS Insurer), which opinion
shall be
an expense reimbursed from the Certificate Account pursuant to Section
4.02,
that the selection of such index will not cause any of the REMICs to lose
their
classification as REMICs for federal income tax purposes.
34
(c) The
establishment of LIBOR by the Securities Administrator and the Securities
Administrator’s subsequent calculation of the Certificate Interest Rate
applicable to the LIBOR Certificates for the relevant Accrual Period, in
the
absence of manifest error, will be final and binding.
LIBOR
Business Day:
Any day
on which banks in London, England and The City of New York are open and
conducting transactions in foreign currency and exchange.
LIBOR
Certificate:
Any
Class A1, Class A2, Class A3, Class A4, Class M1, Class M2, Class M3, Class
M4,
Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 or Class B2
Certificate.
LIBOR
Determination Date:
The
second LIBOR Business Day immediately preceding the commencement of each
Accrual
Period for any LIBOR Certificate.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the Master Servicer or the applicable
Servicer has determined that all amounts that it expects to recover on
behalf of
the Trust Fund from or on account of such Mortgage Loan have been
recovered.
Liquidation
Expenses:
Expenses that are incurred by the Master Servicer or a Servicer in connection
with the liquidation of any defaulted Mortgage Loan, if any, including,
without
limitation, foreclosure and rehabilitation expenses, legal expenses and
unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16
or
9.22.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale, payment in full, discounted payoff or otherwise, or the
sale
of the related Mortgaged Property if the Mortgaged Property is acquired
in
satisfaction of the Mortgage Loan, including any amounts remaining in the
related Escrow Account.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the ratio of the principal balance of such
Mortgage Loan at origination, or such other date as is specified, to the
Original Value of the related Mortgaged Property.
Lower
Tier Interest:
As
described in the Preliminary Statement.
Lower
Tier REMIC 1 Uncertificated Regular Interests:
Lower
Tier Interests of REMIC 1 constituting regular interests held in uncertificated
form pursuant to a Section 7.01(c) Purchase Event.
35
LTURI-holder:
The
holder of Lower Tier REMIC 1 Uncertificated Regular Interests, which upon
the
occurrence of a Section 7.01(c) Purchase Event shall be the Master Servicer
or
its designee, and including any trustee in its capacity as trustee of any
privately placed securitization.
M3
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 after giving effect to distributions
on such
Distribution Date and (ii) the aggregate Class Principal Amount of the
Class M1,
Class M2 and Class M3 Certificates immediately prior to such Distribution
Date
exceeds (y) the M3 Target Amount.
M3
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 79.00% 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.
M4
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 and Class
M3
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class M4
Certificates immediately prior to such Distribution Date exceeds (y) the
M4
Target Amount.
M4
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 82.50% 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.
M5
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
and
Class M4 Certificates, in each case after giving effect to distributions
on such
Distribution Date and (ii) the Class Principal Amount of the Class M5
Certificates immediately prior to such Distribution Date exceeds (y) the
M5
Target Amount.
M5
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 85.70% 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 Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
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 and Class M5 Certificates, in each case after giving effect to distributions
on such Distribution Date and (ii) the Class Principal Amount of the Class
M6
Certificates immediately prior to such Distribution Date exceeds (y) the
M6
Target Amount.
M6
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 88.10% 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.
M7
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 and Class M6 Certificates, in each case after giving effect
to
distributions on such Distribution Date and (ii) the Class Principal Amount
of
the Class M7 Certificates immediately prior to such Distribution Date exceeds
(y) the M7 Target Amount.
M7
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 90.30% 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.
M8
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 and Class M7 Certificates, in each case after giving
effect to distributions on such Distribution Date and (ii) the Class Principal
Amount of the Class M8 Certificates immediately prior to such Distribution
Date
exceeds (y) the M8 Target Amount.
M8
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 91.70% 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.
M9
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 and Class M8 Certificates, in each case
after
giving effect to distributions on such Distribution Date and (ii) the Class
Principal Amount of the Class M9 Certificates immediately prior to such
Distribution Date exceeds (y) the M9 Target Amount.
37
M9
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 93.90% 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.
Master
Servicer:
Xxxxx
Fargo Bank, N.A., or any successor in interest, or if any successor master
servicer shall be appointed as herein provided, then such successor master
servicer.
Master
Servicing Fee:
As to
any Distribution Date, any investment earnings from amounts on deposit
in the
Certificate Account for the four-day period from and including four Business
Days immediately preceding the related Distribution Date to and including
the
related Distribution Date minus any Trustee Fee and Custodial Compensation
for
such Distribution Date.
Material
Defect:
As
defined in Section 2.02(c) hereof.
Maximum
Interest Rate:
The
Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate or the
Subordinate Maximum Interest Rate, as applicable.
MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware corporation,
or any
successor in interest thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
has been or will be recorded in the name of MERS, as nominee for the holder
from
time to time of the Mortgage Note.
Monthly
Excess Cashflow:
For
each Distribution Date, the aggregate of any remaining Interest Remittance
Amount pursuant to Section 5.02(d)(v) for
such
date, any Principal Distribution Amount remaining after distribution pursuant
to
Section 5.02(e)(ii)(C) or 5.02 (e)(iii)(M) for such date, and any Aggregate
Overcollateralization Release Amount for such date.
Moody’s:
Xxxxx’x
Investors Service, Inc., or any successor in interest.
Mortgage:
A
mortgage, deed of trust or other instrument encumbering a fee simple interest
in
real property securing a Mortgage Note, together with improvements
thereto.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage
Loan required to be delivered to the Trustee (or the applicable Custodian)
pursuant to this Agreement.
Mortgage
Loan:
A
Mortgage and the related notes or other evidences of indebtedness secured
by
each such Mortgage conveyed, transferred, sold, assigned to or deposited
with
the Trustee pursuant to Section 2.01 or Section 2.05, including without
limitation each Mortgage Loan listed on the Mortgage Loan Schedule, as
amended
from time to time.
38
Mortgage
Loan Administrator:
Aurora
Loan Services LLC, or any successor in interest.
Mortgage
Loan Sale Agreement:
The
mortgage loan sale and assignment agreement dated as of October 1, 2006,
for the
sale of the Mortgage Loans by the Seller to the Depositor.
Mortgage
Loan Schedule:
The
schedule attached hereto as Schedule A, which shall identify each Mortgage
Loan,
as such schedule may be amended from time to time to reflect the addition
of
Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
Such
schedule shall set forth, among other things, the following information
with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
(ii)
the city, state and zip code of the Mortgaged Property; (iii) the original
principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
(v) the monthly payment of principal and interest at origination;
(vi) Mortgage Pool in which such Mortgage Loan is included; (vii) the
applicable Servicer servicing such Mortgage Loan and the applicable Servicing
Fee Rate; (viii) the applicable Custodian with respect to the Mortgage
File
related to such Mortgage Loan; (ix) whether such Mortgage Loan is subject
to a
Prepayment Premium for voluntary prepayments by the Mortgagor, the term
during
which such Prepayment Premiums are imposed and the methods of calculation
of the
Prepayment Premium; and (x) whether such Mortgage Loan is a Simple Interest
Mortgage Loan. The Depositor shall be responsible for providing the Trustee,
the
applicable Custodian and the Master Servicer with all amendments to the
Mortgage
Loan Schedule.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage
under a Mortgage Loan.
Mortgage
Pool:
Any of
Pool 1 or Pool 2.
Mortgage
Rate:
With
respect to any Mortgage Loan, the per annum rate at which interest accrues
on
such Mortgage Loan, as determined under the related Mortgage Note as reduced
by
any Relief Act Reductions.
Mortgaged
Property:
Either
of (x) the fee simple interest in real property, together with improvements
thereto including any exterior improvements to be completed within 120
days of
disbursement of the related Mortgage Loan proceeds, or (y) in the case
of a
Cooperative Loan, the related Cooperative Shares and Proprietary Lease,
securing
the indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor:
The
obligor on a Mortgage Note.
39
Net
Excess Spread:
With
respect to any Distribution Date, (A) the fraction, expressed as a percentage,
the numerator of which is equal to the product of (i) the amount, if any,
by
which (a) the aggregate of the Interest Remittance Amounts for each Mortgage
Pool for such Distribution Date (as reduced by the aggregate Credit Risk
Manager’s Fee and the Final Maturity Reserve Amount) exceeds (b) the Current
Interest payable with respect to the Certificates for such date and (ii)
twelve,
and the denominator of which is the Aggregate Pool Balance for such Distribution
Date, multiplied
by (B) a
fraction, the numerator of which is thirty and the denominator of which
is the
greater of thirty and the actual number of days in the immediately preceding
calendar month minus
(C)
the
product, expressed as a percentage, of (i) the amount of any Net Swap Payment
owed to the Swap Counterparty for such Distribution Date divided by the
Aggregate Pool Balance as of the beginning of the related Collection Period
and
(ii) a fraction, the numerator of which is 360 and the denominator of which
is
the actual number of days in the Accrual Period related to such Distribution
Date, plus
(D)
the
product, expressed as a percentage, of (i) the sum of (a) the amount of
any Net
Swap Payment and (b) any Interest Rate Cap Payment received by the Supplemental
Interest Trust for such Distribution Date divided by the Aggregate Pool
Balance
as of the beginning of the related Collection Period and (ii) a fraction,
the
numerator of which is 360 and the denominator of which is the actual number
of
days in the Accrual Period related to such Distribution Date.
Net
Funds Cap:
The
Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net Funds
Cap,
as the context requires.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds
net of
(i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, received
and retained in connection with the liquidation of such Mortgage
Loan.
Net
Mortgage Rate:
With
respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the
Aggregate
Expense Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of any Prepayment
Interest
Shortfalls with respect to the Mortgage Loans for such date over any amounts
paid with respect to such shortfalls by the Servicers pursuant to the Servicing
Agreements.
Net
Simple Interest Excess:
With
respect to any Distribution Date, the excess, if any, of (a) the amount
of the
payments received by the Servicers and the Master Servicer in the related
Collection Period allocable to interest in respect of Simple Interest Mortgage
Loans, calculated in accordance with the Simple Interest Method, net of
the
related Servicing Fees, over (b) 30 days’ interest at the weighted average (by
principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage
Loans as of the first day of the related Collection Period, as determined
by the
related Servicer, on the aggregate principal balance of such Simple Interest
Mortgage Loans for such Distribution Date, carried to six decimal places,
rounded down, and calculated on the basis of a 360-day year consisting
of twelve
30-day months. For this purpose, the amount of interest received in respect
of
the Simple Interest Mortgage Loans in any month shall be deemed (i) to
include
any Advances of interest made by the related Servicer, the Master Servicer
or
the Trustee (solely in its capacity as successor master servicer) in such
month
in respect of such Simple Interest Mortgage Loans and (ii) to be reduced
by any
amounts paid to the related Servicer, the Master Servicer or the Trustee
(solely
in its capacity as successor master servicer) in such month in reimbursement
of
Advances previously made by the Servicer, the Master Servicer or the Trustee
(solely in its capacity as successor master servicer) in respect of such
Simple
Interest Mortgage Loans.
40
Net
Simple Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest
at the weighted average (by principal balance) of the Net Mortgage Rates
of the
Simple Interest Mortgage Loans as of the first day of the related Collection
Period, as determined by the related Servicer, on the aggregate principal
balance of such Simple Interest Mortgage Loans for such Distribution Date,
carried to six decimal places, rounded down, and calculated on the basis
of a
360-day year consisting of twelve 30-day months, over (b) the amount of
the
payments received by the related Servicer or the Master Servicer in the
related
Collection Period allocable to interest in respect of such Simple Interest
Mortgage Loans, calculated in accordance with the Simple Interest Method,
net of
the related Servicing Fees.
Net
Swap Payment:
With
respect to each Swap Payment Date, the sum of (i) net payment required
to be
made pursuant to the terms of the Swap Agreement, which net payment shall
not
take into account any Swap Termination Payment, and (ii) any unpaid amounts
due
on previous Swap Payment Dates and accrued interest thereon as provided
in the
Swap Agreement, as calculated by the Swap Counterparty and furnished to
the
Securities Administrator.
Net
WAC Rate:
With
respect to any Distribution Date (and the related Accrual Period), a per
annum
rate equal to the weighted average of the Net Mortgage Rates of the Mortgage
Loans as of the first day of the related Collection Period (not including
for
this purpose Mortgage Loans for which prepayments in full have been received
and
distributed in the month prior to that Distribution Date).
NIM
Redemption Amount:
As
defined in Section 7.01(b).
NIM
Securities:
Any net
interest margin securities issued by a trust or other special purpose entity,
the principal assets of such trust including the Class P and Class X
Certificates and the payments received thereon, which principal assets
back such
securities.
NIMS
Agreement:
Any
agreement pursuant to which the NIM Securities are issued.
NIMS
Insurer:
One or
more insurers issuing financial guaranty insurance policies in connection
with
the issuance of NIM Securities.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
Non-permitted
Foreign Holder:
As
defined in Section 3.03(j).
Non-U.S.
Person:
Any
person other than a “United States person” within the meaning of Section
7701(a)(30) of the Code.
Notional
Amount:
Not
applicable.
Notional
Certificate:
Not
applicable.
Offered
Certificates:
The
Class A1, Class A2, Class A3, Class A4, Class M1, Class M2, Class M3, Class
M4,
Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates.
41
Offering
Document:
Each of
the Prospectus and the Private Placement Memorandum.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, any Vice Chairman, the
President, any Vice President or any Assistant Vice President of a Person,
and
in each case delivered to the Trustee or the Securities Administrator,
as
applicable.
Opinion
of Counsel:
A
written opinion of counsel, reasonably acceptable in form and substance
to the
Trustee or the Securities Administrator, as applicable, and which may be
in-house or outside counsel to the Depositor, the Master Servicer, the
Securities Administrator or the Trustee but which must be Independent outside
counsel with respect to any such opinion of counsel concerning the transfer
of
any Residual Certificate or concerning certain matters with respect to
the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the
taxation, or the federal income tax status, of each REMIC.
Option
One:
Option
One Mortgage Corporation.
Original
Mortgage Loan:
As
described in the Preliminary Statement.
Original
Value:
The
lesser of (a) the Appraised Value of a Mortgaged Property at the time the
related Mortgage Loan was originated and (b) if the Mortgage Loan was made
to
finance the acquisition of the related Mortgaged Property, the purchase
price
paid for the Mortgaged Property by the Mortgagor at the time the related
Mortgage Loan was originated.
Overcollateralization
Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the
Aggregate
Pool Balance for such Distribution Date exceeds (y) the aggregate Class
Principal Amount of the LIBOR Certificates after giving effect to distributions
on such Distribution Date.
Overcollateralization
Deficiency:
With
respect to any Distribution Date, the amount, if any, by which (x) the
Targeted
Overcollateralization Amount exceeds (y) the Overcollateralization Amount
for
such Distribution Date, calculated for this purpose after giving effect
to the
reduction on such Distribution Date of the Certificate Principal Amounts
of the
LIBOR Certificates resulting from the distribution of the Principal Distribution
Amount on such Distribution Date, but prior to allocation of any Applied
Loss
Amount on such Distribution Date.
Overcollateralization
Floor:
An
amount equal to $6,600,774.84 (approximately 0.50% of the Cut-off Date
Balance).
Payahead:
With
respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
received by the applicable Servicer during any Collection Period in addition
to
the Scheduled Payment due on such Due Date, intended by the related Mortgagor
to
be applied on a subsequent Due Date or Due Dates.
Paying
Agent:
Any
paying agent appointed pursuant to Section 3.08.
PCAOB:
The
Public Company Accounting Oversight Board.
42
Percentage
Interest:
With
respect to any Certificate, its percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by all Certificates of the
same
Class as such Certificate. With respect to any LIBOR Certificate, the Percentage
Interest evidenced thereby shall equal the Certificate Principal Amount
thereof
divided by the Class Principal Amount of all Certificates of the same Class.
With respect to the Class X, Class P, Class R and Class LT-R Certificates,
the
Percentage Interest evidenced thereby shall be as specified on the face
thereof,
or otherwise be equal to 100%.
Permitted
Servicing Amendment:
Any
amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii)
hereunder
in connection with any servicing transfer or transfer of any servicing
rights.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Plan:
An
employee benefit plan or other retirement arrangement which is subject
to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include such plan’s or arrangement’s assets by reason of their
investment in the entity.
Plan
Asset Regulations:
The
Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 1.
Pool
1
Maximum Interest Rate:
For the
Group 1 Senior Certificates, for each Distribution Date on or before the
Distribution Date on which the aggregate Class Principal Amount of the
Group 2
Senior Certificates have been reduced to zero, an annual rate equal to
(a) the
product, expressed as a percentage, of (1) the amount, if any, by which
the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds
the applicable weighted average Aggregate Expense Rate and (2) a fraction,
the
numerator of which is 30 and the denominator of which is the actual number
of
days in the Accrual Period related to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the amount of
any Net
Swap Payment owed by the Swap Counterparty on the related Swap Payment
Date
allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool
Percentage) divided by the Pool Balance for Pool 1 as of the beginning
of the
related Collection Period and (2) a fraction, the numerator of which is
360 and
the denominator of which is the actual number of days in the Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) the sum of (x) the amount of
any Net
Swap Payment owed to the Swap Counterparty for such Distribution Date allocable
to Pool 1 (based on the applicable Pool Percentage) and (y) any Final Maturity
Reserve Amount for Pool 1 for such Distribution Date divided by the Pool
Balance
for Pool 1 as of the beginning of the related Collection Period and (2)
a
fraction, the numerator of which is 360 and the denominator of which is
the
actual number of days in the Accrual Period related to such Distribution
Date.
43
Pool
1
Net Funds Cap:
With
respect to any Distribution Date and the Group 1 Senior Certificates, a
per
annum rate equal to (a) a fraction, expressed as a percentage, the numerator
of
which is the product of (1) the excess, if any, of (i) the Pool 1 Optimal
Interest Remittance Amount for such date over (ii) the sum of (x) any Net
Swap
Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger
Event) owed to the Swap Counterparty on the related Swap Payment Date allocable
to Pool 1 (based on the applicable Pool Percentage) and (y) any Final Maturity
Reserve Amount for Pool 1 for such Distribution Date and (2) 12, and the
denominator of which is the Pool Balance for Pool 1 as of the first day
of the
related Collection Period (excluding for this purpose any Mortgage Loans
in Pool
1 for which any Principal Prepayments in full have been deposited into
the
Certificate Account and distributed therefrom in accordance with Section
5.02
during the month prior to such Distribution Date), multiplied by (b) a
fraction,
the numerator of which is 30 and the denominator of which is the actual
number
of days in the Accrual Period related to such Distribution Date.
Pool
1
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product of (a)
the
quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
Loans in Pool 1 as of the first day of the related Collection Period, and
(ii)
12 and (b) the Pool Balance for Pool 1 as of the first day of the related
Collection Period (excluding for purposes of clauses (a)(i) and (b) any
Mortgage
Loans in Pool 1 for which any Principal Prepayments in full have been deposited
into the Certificate Account and distributed therefrom in accordance with
Section 5.02 during the month prior to such Distribution Date).
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 2.
Pool
2
Maximum Interest Rate:
For the
Group 2 Senior Certificates, and for each Distribution Date on or before
the
Distribution Date on which the aggregate Class Principal Amounts of the
Group 1
Senior Certificates have been reduced to zero, an annual rate equal to
(a) the
product, expressed as a percentage, of (1) the amount, if any, by which
the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds
the applicable weighted average Aggregate Expense Rate and (2) a fraction,
the
numerator of which is 30 and the denominator of which is the actual number
of
days in the Accrual Period related to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the amount of
any Net
Swap Payment owed by the Swap Counterparty on the related Swap Payment
Date
allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool
Percentage) divided by the Pool Balance for Pool 2 as of the beginning
of the
related Collection Period and (2) a fraction, the numerator of which is
360 and
the denominator of which is the actual number of days in the Accrual Period
related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) the sum of (x) the amount of
any Net
Swap Payment owed to the Swap Counterparty for such Distribution Date allocable
to Pool 2 (based on the applicable Pool Percentage) and (y) any Final Maturity
Reserve Amount for Pool 2 for such Distribution Date divided by the Pool
Balance
for Pool 2 as of the beginning of the related Collection Period and (2)
a
fraction, the numerator of which is 360 and the denominator of which is
the
actual number of days in the Accrual Period related to such Distribution
Date.
44
Pool
2
Net Funds Cap:
With
respect to any Distribution Date and the Group 2 Senior Certificates, a
per
annum rate equal to (a) a fraction, expressed as a percentage, the numerator
of
which is the product of (1) the excess, if any, of (i) the Pool 2 Optimal
Interest Remittance Amount for such date over (ii) the sum of any Net Swap
Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger
Event) owed to the Swap Counterparty on the related Swap Payment Date allocable
to Pool 2 (based on the applicable Pool Percentage) and (y) any Final Maturity
Reserve Amount for Pool 2 for such Distribution Date and (2) 12, and the
denominator of which is the Pool Balance for Pool 2 as of the first day
of the
related Collection Period (excluding for this purpose any Mortgage Loans
in Pool
2 for which any Principal Prepayments in full have been deposited into
the
Certificate Account and distributed therefrom in accordance with Section
5.02
during the month prior to such Distribution Date), multiplied by (b) a
fraction,
the numerator of which is 30 and the denominator of which is the actual
number
of days in the Accrual Period related to such Distribution Date.
Pool
2
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product of (a)
the
quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
Loans in Pool 2 as of the first day of the related Collection Period, and
(ii)
12 and (b) the Pool Balance for Pool 2 as of the first day of the related
Collection Period (excluding for purposes of clauses (a)(i) and (b) any
Mortgage
Loans in Pool 2 for which any Principal Prepayments in full have been deposited
into the Certificate Account and distributed therefrom in accordance with
Section 5.02 during the month prior to such Distribution Date).
Pool
Balance:
With
respect to each Mortgage Pool, the aggregate of the Scheduled Principal
Balances
of all Mortgage Loans in such Mortgage Pool at the date of
determination.
Pool
Percentage:
With
respect to each Mortgage Pool and any Distribution Date, the fraction,
expressed
as a percentage, the numerator of which is the Pool Balance for such Mortgage
Pool for such date and the denominator of which is the Aggregate Pool Balance
for such date.
Pool
Subordinate Amount:
As to
each Mortgage Pool and any Distribution Date, the excess of the Pool Balance
for
such Mortgage Pool as of the first day of the immediately preceding Collection
Period over (i) the Class Principal Amount of the Group 1 Senior Certificates
(in the case of Pool 1) or (ii) the Class Principal Amount of the Group
2 Senior
Certificates (in the case of Pool 2) immediately prior to the related
Distribution Date.
PPTL
Premium:
With
respect to any First Payment Default Mortgage Loan, the excess, if any,
of the
PPTL Purchase Price over the Purchase Price.
PPTL
Purchase Price:
The
purchase price paid for a First Payment Default Mortgage Loan which is
required
to be repurchased by a Transferor pursuant to the related PPTLS.
PPTLS:
As to
any First Payment Default Mortgage Loan, (i)
the
Purchase Price and Terms Letter between Xxxxxx Brothers Bank, FSB and
Countrywide Home Loans, Inc. dated as of February 22, 2006, (ii) the Purchase
Price and Terms Letter between Xxxxxx Brothers Bank, FSB and Countrywide
Home
Loans, Inc. dated as of July 19, 2006, and (iii) the Purchase Price and
Terms
Letter between Xxxxxx Brothers Bank, FSB and Fieldstone Mortgage Company
dated
as of April 6, 2006.
45
Prepayment
Interest Shortfall:
With
respect to any full or partial Principal Prepayment of a Mortgage Loan,
the
excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
(as reduced by the Servicing Fee, as applicable, in the case of Principal
Prepayments in full) on the outstanding principal balance of such Mortgage
Loan
immediately prior to such prepayment over (ii) the amount of interest actually
received with respect to such Mortgage Loan in connection with such Principal
Prepayment.
Prepayment
Period:
With
respect to any Distribution Date and any Principal Prepayment in full in
respect
of any Mortgage Loan serviced by Aurora, the period from the seventeenth
(17th)
day of
the preceding calendar month through the sixteenth (16th)
day of
the calendar month in which the Distribution Date occurs (except in the
case of
the November 2006 Distribution Date, for which the related Prepayment Period
will be the period from October 1, 2006 through November 16, 2006); with
respect
to any Distribution Date and any Principal Prepayment in part in respect
of any
Mortgage Loan serviced by Aurora, the calendar month immediately preceding
the
month in which such Distribution Date occurs; with respect to any Distribution
Date and any Principal Prepayment in respect of any Mortgage Loan serviced
by
Countrywide Servicing, whether in part or in full, (including any Principal
Prepayment due to liquidation of a Mortgage Loan), the period from and
including
the sixteenth (16th) day of the preceding calendar month through and including
the fifteenth (15th) day of the calendar month in which such Distribution
Date
occurs (except in the case of the November 2006 Distribution Date, for
which
such Prepayment Period shall be the period from October 1, 2006 through
and
including November 15,
2006;
with respect to any Distribution Date and any Principal Prepayment in full
in
respect of any Mortgage Loan serviced by HomEq, the period from the sixteenth
(16th)
day of
the preceding calendar month through the fifteenth (15th)
day of
the calendar month in which the Distribution Date occurs (except in the
case of
the November 2006 Distribution Date, for which the related Prepayment Period
will be the period from October 1, 2006 through November 15, 2006); with
respect
to any Distribution Date and any Principal Prepayment in part in respect
of any
Mortgage Loan serviced by HomEq, the calendar month immediately preceding
the
month in which such Distribution Date occurs; with respect to any Distribution
Date and any Principal Prepayment in respect of any Mortgage Loan serviced
by
Option One, whether in part or in full, (including any Principal Prepayment
due
to liquidation of a Mortgage Loan), the calendar month immediately preceding
the
month in which such Distribution Date occurs; with respect to any Distribution
Date and any Principal Prepayment in full in respect of any Mortgage Loan
serviced by JPMorgan (including any Principal Prepayment due to liquidation
of a
Mortgage Loan), the period from and including the fifteenth (15th) day
of the
preceding calendar month through and including the fourteenth (14th) day
of the
calendar month in which such Distribution Date occurs (except in the case
of the
November 2006 Distribution Date, for which such Prepayment Period shall
be the
period from October 1, 2006 through and including November 14, 2006, with
respect to any Distribution Date and any Principal Prepayment in part in
respect
of any Mortgage Loan serviced by JPMorgan, the calendar month immediately
preceding the month in which such Distribution Date occurs; with respect
to any
Distribution Date and any Principal Prepayment in full in respect of any
Mortgage Loan serviced by Xxxxx
Fargo, the period from the fourteenth (14th) day of the preceding calendar
month
through the thirteenth (13th) day of the calendar month in which the
Distribution Date occurs (except in the case of the November 2006 Distribution
Date, for which the related Prepayment Period will be the period from October
1,
2006 through November 13,
2006,
and in the case of the Distribution Date relating to the transfer of servicing
from Option One to Xxxxx Fargo, for which the related Prepayment Period
shall be
the period beginning the first day of the preceding calendar month through
the
thirteenth (13th) day of the calendar month in which the Distribution Date
occurs); and with respect to any Distribution Date and any Principal Prepayment
in part in respect of any Mortgage Loan serviced by Xxxxx Fargo, the calendar
month immediately preceding the month in which such Distribution Date occurs.
46
Prepayment
Premiums:
Any
prepayment fees and penalties to be paid by the Mortgagor on a Mortgage
Loan.
Prime
Rate:
The
prime rate of the United States money center commercial banks as published
in
The
Wall Street Journal.
Principal
Distribution Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount equal
to the
Principal Remittance Amount for such Mortgage Pool for such date minus
the
Aggregate Overcollateralization Release Amount, if any, allocable to such
Mortgage Pool, for such Distribution Date (based on the applicable Pool
Percentage).
Principal
Prepayment:
Any
Mortgagor payment of principal (other than a Balloon Payment) or other
recovery
of principal on a Mortgage Loan that is recognized as having been received
or
recovered in advance of its scheduled Due Date and applied to reduce the
principal balance of the Mortgage Loan in accordance with the terms of
the
Mortgage Note or the related Servicing Agreement.
Principal
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, (a) the sum of
(i) all
principal collected (other than Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage Loans in such Mortgage Pool during the related
Collection Period whether by the applicable Servicers, the Master Servicer
or
the Securities Administrator (less unreimbursed Advances due to the Master
Servicer, any Servicer or the Securities Administrator with respect to
the
related Mortgage Loans, to the extent allocable to principal), (ii) all
Principal Prepayments in full or in part received during the related Prepayment
Period on the Mortgage Loans in such Mortgage Pool, (iii) the outstanding
principal balance of each Mortgage Loan in such Mortgage Pool that was
purchased
from the Trust Fund by the Seller or the Transferor during the related
Prepayment Period or the NIMS Insurer (in the case of certain Mortgage
Loans 90
days or more delinquent) from such Mortgage Pool, (iv) the portion of the
Purchase Price (or the PPTL Purchase Price (excluding any PPTL Premium)
or FPD
Purchase Price (excluding any FPD Premium) payable with respect to a First
Payment Default Mortgage Loan or Delinquency Default Mortgage Loan) or
Substitution Amount paid with respect to any Deleted Mortgage Loan in such
Mortgage Pool during the related Prepayment Period allocable to principal
and
(v) all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent Recovery
and other recoveries collected with respect to the Mortgage Loans in such
Mortgage Pool during the related Prepayment Period, to the extent allocable
to
principal, as reduced by (b) to the extent not reimbursed from amounts
otherwise
allocable to interest, the related Pool Percentage for such date of any
other
costs, expenses or liabilities reimbursable to the Trustee, the Master
Servicer,
the Securities Administrator, each Custodian and each Servicer to the extent
provided in this Agreement, each Servicing Agreement and each Custodial
Agreement and, with respect to the Trustee, to the extent the Interest
Remittance Amount is less than amounts reimbursable to the Trustee pursuant
to
Section 4.02, the product of (x) the applicable Pool Percentage for such
Distribution Date and (y) any amounts reimbursable during the related
Anniversary Year to the Trustee therefrom and not reimbursed from the Interest
Remittance Amount, or otherwise; provided,
however,
that
such reimbursable amounts from the Interest Remittance Amount and Principal
Remittance Amount may not exceed $200,000 in the aggregate during any
Anniversary Year. In the event that the Trustee incurs reimbursable amounts
in
excess of $200,000, it may seek reimbursement for such amounts in subsequent
Anniversary Years, but in no event shall more than $200,000 be reimbursed
to the
Trustee per Anniversary Year. Notwithstanding the foregoing, costs and
expenses
incurred by the Trustee pursuant to Section 6.14(a) in connection with
any
transfer of servicing shall be excluded from the $200,000 per Anniversary
Year
limit on reimbursable amounts. For the avoidance of doubt, (i) the Principal
Remittance Amount available on each Swap Payment Date for distributions
to the
Swap Account shall be equal to the Principal Remittance Amount on the related
Distribution Date and (ii) the Principal Remittance Amount for each Distribution
Date shall be calculated without regard to any distributions to the Swap
Account
on the related Swap Payment Date.
47
Private
Placement Memorandum:
The
private placement memorandum dated October 26, 2006, relating to the Class
B1
and Class B2 Certificates.
Proceeding:
Any
suit in equity, action at law or other judicial or administrative
proceeding.
Proprietary
Lease:
With
respect to any Cooperative Unit, a lease or occupancy agreement between
a
Cooperative Corporation and a holder of related Cooperative Shares.
Prospectus:
The
prospectus supplement dated October 26, 2006, together with the accompanying
prospectus dated September 13, 2006, relating to the Offered Certificates.
Purchase
Price:
With
respect to the purchase of a Mortgage Loan or related REO Property pursuant
to
this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal
balance of such Mortgage Loan; (b) accrued interest thereon at the applicable
Mortgage Rate, from the date as to which interest was last paid to (but
not
including) the Due Date in the Collection Period immediately preceding
the
related Distribution Date; (c) the amount of any costs and damages incurred
by
the Trust Fund as a result of any violation of any applicable federal,
state or
local predatory- or abusive-lending law arising from or in connection with
the
origination of such Mortgage Loan; and (d) any unreimbursed Servicing Advances
with respect to such Mortgage Loan. The Master Servicer, each Servicer,
each
Custodian (or the Trustee or the Securities Administrator, if applicable)
shall
be reimbursed from the Purchase Price for any Mortgage Loan or related
REO
Property for any Advances made or other amounts advanced with respect to
such
Mortgage Loan that are reimbursable to the Master Servicer or such Servicer
under this Agreement or the related Servicing Agreement (or to the Trustee
or
the Securities Administrator, if applicable), together with any accrued
and
unpaid compensation due to the Master Servicer, the Securities Administrator,
any Servicer, any Custodian or the Trustee hereunder or thereunder.
48
QIB:
As
defined in Section 3.03(c).
Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Certificate Account and insuring a minimum, fixed or floating
rate
of return on investments of such funds, which contract or surety bond
shall:
(i) be
an
obligation of an insurance company or other corporation whose long-term
debt is
rated by each Rating Agency in one of its two highest rating categories
or, if
such insurance company has no long-term debt, whose claims paying ability
is
rated by each Rating Agency in one of its two highest rating categories,
and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(ii) provide
that the Trustee or the Securities Administrator may exercise all of the
rights
under such contract or surety bond without the necessity of taking any
action by
any other Person;
(iii) provide
that if at any time the then current credit standing of the obligor under
such
guaranteed investment contract is such that continued investment pursuant
to
such contract of funds would result in a downgrading of any rating of the
Certificates or the NIM Securities, the Trustee or the Securities Administrator
shall terminate such contract without penalty and be entitled to the return
of
all funds previously invested thereunder, together with accrued interest
thereon
at the interest rate provided under such contract to the date of delivery
of
such funds to the Trustee or the Securities Administrator;
(iv) provide
that the Trustee’s or the Securities Administrator’s interest therein shall be
transferable to any successor trustee or successor securities administrator
hereunder; and
(v) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Certificate Account not later than the Business Day prior to any
Distribution Date.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in
which
the related Mortgaged Properties are located, duly authorized and licensed
in
such states to transact the applicable insurance business and to write
the
insurance provided and whose claims paying ability is rated by each Rating
Agency in its highest rating category or whose selection as an insurer
will not
adversely affect the ratings of the Certificates.
49
Qualifying
Substitute Mortgage Loan:
In the
case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
to the
terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
(i) has an outstanding Scheduled Principal Balance (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan,
an
aggregate Scheduled Principal Balance), after application of all Scheduled
Payments due during or prior to the month of substitution, not in excess
of, and
not more than 5% less than, the outstanding Scheduled Principal Balance
of the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
Rate on
the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage
Rate not
less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv)
if
applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
Rate
of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal
to or
greater than the gross margin of the Deleted Mortgage Loan, (vi) is not
a
Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
Loan, (vii) if applicable, has a next adjustment date not later than the
next
adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
as
the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity
not
longer than 18 months and not more than 18 months shorter than the remaining
stated term to maturity of the related Deleted Mortgage Loan; provided,
that
in
no case should such substitute Mortgage Loan have a maturity date later
than the
Final Scheduled Distribution Date; (x) is current as of the date of
substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage
Loan as
of such date, (xii) has been underwritten by the Transferor in accordance
with
the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
(xiii) has a risk grading determined by the Seller at least equal to the
risk
grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
property type as the Deleted Mortgage Loan, (xv) conforms to each representation
and warranty applicable to the Deleted Mortgage Loan made in the related
Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position
as the
Deleted Mortgage Loan, (xvii) contains provisions covering the payment
of
Prepayment Premium by the Mortgagor for early prepayment of the Mortgage
Loan at
least as favorable as the Deleted Mortgage Loan and (xviii) for any Mortgage
Loan to be substituted into Pool 1, has an original Scheduled Principal
Balance
within the maximum dollar amount limitations prescribed by Xxxxxx Xxx for
conforming one-to-four family residential mortgaged properties. In the
event
that one or more mortgage loans are substituted for one or more Deleted
Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on
the
basis of aggregate Scheduled Principal Balances, the Mortgage Rates described
in
clause (ii) hereof shall be determined on the basis of weighted average
Mortgage
Rates, the risk gradings described in clause (xiii) hereof shall be satisfied
as
to each such mortgage loan, the terms described in clause (ix) hereof shall
be
determined on the basis of weighted average remaining term to maturity;
provided,
that
the
stated maturity date of any Qualifying Substitute Mortgage Loan shall not
be
later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
described in clause (xi) hereof shall be satisfied as to each such mortgage
loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xv) hereof must be
satisfied
as to each Qualifying Substitute Mortgage Loan or in the aggregate, as
the case
may be.
Rating
Agency:
Each of
Fitch, Xxxxx’x and S&P.
Realized
Loss:
With
respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of liquidation,
minus
(ii)
Liquidation Proceeds received, to the extent allocable to principal, net
of
amounts that are reimbursable therefrom to the Master Servicer or any Servicer
with respect to such Mortgage Loan (other than Advances of principal) including
expenses of liquidation. In determining whether a Realized Loss is a Realized
Loss of principal, Liquidation Proceeds shall be allocated, first, to payment
of
expenses related to such Liquidated Mortgage Loan, then to accrued unpaid
interest and finally to reduce the principal balance of the Mortgage
Loan.
50
Recognition
Agreement:
With
respect to any Cooperative Loan, an agreement between the related Cooperative
Corporation and the originator of such Mortgage Loan to establish the rights
of
such originator in the related Cooperative Property.
Record
Date:
With
respect to any Class of Book-Entry Certificates and any Distribution Date,
the
close of business on the Business Day immediately preceding such Distribution
Date. With respect to any Class of Definitive Certificates and any Distribution
Date, the last Business Day of the month immediately preceding the month
in
which the Distribution Date occurs (or, in the case of the first Distribution
Date, the Closing Date).
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Regulation
S:
Regulation S promulgated under the Securities Act or any successor provision
thereto, in each case as the same may be amended from time to time; and
all
references to any rule, section or subsection of, or definition or term
contained in, Regulation S means such rule, section, subsection, definition
or
term, as the case may be, or any successor thereto, in each case as the
same may
be amended from time to time.
Regulation
S Global Security:
The
meaning specified in Section 3.01(d).
Related
Senior Principal Distribution Amount:
For
each Mortgage Pool and any Distribution Date on or after the Stepdown Date
and
for as long as a Trigger Event is not in effect, an amount equal to the
lesser
of (x) the Class Principal Amount of the Group 1 Senior Certificates (with
respect to Pool 1) or the sum of the Class Principal Amounts of the Group
2
Senior Certificates (with respect to Pool 2) immediately prior to such
date and
(y) the product of (a) the Senior Principal Distribution Amount and (b)
the
related Senior Proportionate Percentage, in each case for such
date.
Related
Senior Priority:
With
respect to each of Group 1 Senior Certificates and Group 2 Senior Certificates,
the priority of distribution on the Senior Certificates relating to such
Groups
as described in 5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3),
respectively.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party, as set forth on Exhibit S
attached
hereto. Multiple parties can have responsibility for the same Relevant
Servicing
Criteria. With respect to a Servicing Function Participant engaged by the
Master
Servicer, the Paying Agent, the Securities Administrator, the Credit Risk
Manager, each Custodian or each Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria applicable to
such
parties.
51
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in
the
amount of interest collectible thereon as a result of application of the
Civil
Relief Act, any amount by which interest collectible on such Mortgage Loan
for
the Due Date in the related Collection Period is less than interest accrued
thereon for the applicable one-month period at the Mortgage Rate without
giving
effect to such reduction.
REMIC:
Each
pool of assets in the Trust Fund designated as a REMIC pursuant to the
Preliminary Statement.
REMIC
1:
As
described in the Preliminary Statement.
REMIC
2:
As
described in the Preliminary Statement.
REMIC
3:
As
described in the Preliminary Statement.
REMIC
3 Net Funds Cap:
For any
Distribution Date (and the related Accrual Period) and any Class of
Certificates, an amount equal to (i) the weighted average of the interest
rates
on the Lower Tier Interests in REMIC 3 (other than an interest-only regular
interest), weighted in proportion to their Class Principal Amounts as of
the
beginning of the related Accrual Period, multiplied by (ii) an amount equal
to
(a) 30, divided by (b) the actual number of days in the Accrual
Period.
REMIC
4:
As
described in the Preliminary Statement.
REMIC
Provisions:
The
provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC
Swap Rate:
For
each Distribution Date (and the related Accrual Period), a per annum rate
equal
to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
such Distribution Date, as set forth in Annex C-1 to the Prospectus, (ii)
2, and
(iii) the quotient of (a) the actual number of days in the related Accrual
Period divided by (b) 30.
REO
Property:
A
Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan
or
otherwise treated as having been acquired pursuant to the REMIC
Provisions.
Reportable
Event:
As
defined in Section 6.20(f)(i).
Reporting
Servicer:
As
defined in Section 6.20(e)(i).
Required
Reserve Fund Deposit:
With
respect to any Distribution Date on which the Net Excess Spread is less
than
0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
Pool Balance for such date exceeds (b) the amount on deposit in the Basis
Risk
Reserve Fund immediately prior to such date. With respect to any Distribution
Date on which the Net Excess Spread is equal to or greater than 0.25%,
the
amount, if any, by which (i) $1,000 exceeds the amount on deposit in the
Basis
Risk Reserve Fund immediately prior to such date; provided,
however,
that on
any Distribution Date on which the Class Principal Amount of each Class
of
Offered Certificates, the Class B1 Certificates and the Class B2 Certificates
has been reduced to zero, the Required Reserve Fund Deposit shall be
zero.
52
Residual
Certificate:
Any
Class R or Class LT-R Certificate.
Responsible
Officer:
When
used with respect to the Trustee, any vice president, assistant vice president,
the secretary, any assistant secretary, or any officer, working in its
Corporate
Trust Office and having responsibility for the administration of this Agreement,
and any other officer to whom a matter arising under this Agreement may
be
referred.
Restricted
Certificate:
Any
Class B1, Class B2, Class P, Class X, Class R or Class LT-R
Certificate.
Restricted
Global Security:
As
defined in Section 3.01(c).
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
equal
to the average of the Delinquency Rates for each of the three (or one and
two,
in the case of the first and second Distribution Dates, respectively)
immediately preceding calendar months.
Rules:
As
defined in Section 6.20(c).
S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor in interest.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
A
written certification covering the activities of all Servicing Function
Participants and signed by an officer of the Exchange Act Signing Party
that
complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time
to
time.
Scheduled
Payment:
Each
scheduled payment of principal and interest (or of interest only, if applicable)
to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
otherwise specified herein) by the amount of any related Debt Service Reduction
(excluding all amounts of principal and interest that were due on or before
the
Cut-off Date, whenever received) and, in the case of an REO Property, an
amount
equivalent to the Scheduled Payment that would have been due on the related
Mortgage Loan if such Mortgage Loan had remained in existence.
53
Scheduled
Principal Balance:
With
respect to (i) any Mortgage Loan (other than a Simple Interest Mortgage
Loan) as
of any Distribution Date, the principal balance of such Mortgage Loan at
the
close of business on the Cut-off Date after giving effect to principal
payments
due on or before the Cut-off Date, whether or not received, less an amount
equal
to principal payments due after the Cut-off Date, and on or before the
Due Date
in the related Collection Period, whether or not received from the Mortgagor
or
advanced by any Servicer or the Master Servicer, and all amounts allocable
to
unscheduled principal payments (including Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds and condemnation proceeds, in each case to
the
extent identified and applied prior to or during the related Prepayment
Period)
and (ii) any REO Property as of any Distribution Date, the Scheduled Principal
Balance of the related Mortgage Loan on the Due Date immediately preceding
the
date of acquisition of such REO Property by or on behalf of the Trustee
(reduced
by any amount applied as a reduction of principal on the Mortgage Loan).
With
respect to any Mortgage Loan as of the Cut-off Date, the principal balance
of
such Mortgage Loan as specified in the Mortgage Loan Schedule. The Scheduled
Principal Balance of any Liquidated Mortgage Loan shall be zero. In the
case of
a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
Scheduled Principal Balance shall mean its actual unpaid principal balance.
The
actual unpaid principal balance of a Simple Interest Mortgage Loan with
respect
to any Distribution Date shall be determined by subtracting from such Mortgage
Loan’s unpaid principal balance as of the end of the preceding Collection Period
the amount of the borrower’s fixed monthly payment for the related Collection
Period that is not allocated to the payment of interest applying the Simple
Interest Method.
Section
7.01(c) Purchase Event:
The
purchase of all the Lower Tier REMIC 1 Uncertificated Regular
Interests.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
Xxxxx
Fargo Bank, N.A., not in its individual capacity but solely as Securities
Administrator, or any successor in interest, or if any successor Securities
Administrator shall be appointed as herein provided, then such successor
Securities Administrator.
Security
Agreement:
With
respect to any Cooperative Loan, the agreement between the owner of the
related
Cooperative Shares and the originator of the related Mortgage Note that
defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Seller:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
Seller
Remittance Amount:
With
respect to each Servicer, the meaning assigned to such term in the related
Servicing Agreement.
Senior
Certificate:
Any
Class A1, Class A2, Class A3 or Class A4 Certificate.
Senior
Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount of
the
Subordinate Certificates and the Overcollateralization Amount (which amount,
for
purposes of this definition only, shall not be less than zero and assuming
for
purposes of this definition that the Principal Distribution Amount has
been
distributed on such Distribution Date and no Trigger Event has occurred)
and the
denominator of which is the Aggregate Pool Balance for such Distribution
Date,
in each case after giving effect to distributions on such Distribution
Date.
54
Senior
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
lesser of (x) the aggregate Principal Distribution Amount for both Mortgage
Pools and (y) the amount, if any by which (A) the aggregate Class Principal
Amount of the Senior Certificates immediately prior to such Distribution
Date
exceeds (B) the Senior Target Amount.
Senior
Proportionate Percentage:
With
respect to Pool 1 and any Distribution Date, the fraction, expressed as
a
percentage, the numerator of which is the Principal Remittance Amount for
Pool 1
for such Distribution Date and the denominator of which is the aggregate
of the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
With respect to Pool 2 and any Distribution Date, the fraction, expressed
as a
percentage, the numerator of which is the Principal Remittance Amount for
Pool 2
for such Distribution Date and the denominator of which is the aggregate
of the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
Senior
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a)
the
product of (i) 61.20% 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 Collection Period exceeds (ii)
the
Overcollateralization Floor.
Servicer
Remittance Date:
The day
in each calendar month on which each Servicer (other than Countrywide Servicing)
is required to remit payments to the Certificate Account, as specified
in the
related Servicing Agreement, which is the 18th
day of
each calendar month (or, if such 18th
day is
not a Business Day, the next succeeding Business Day). With respect to
Countrywide Servicing, the 24th
day of
each calendar month (or, if such 24th
day is
not a Business Day, the preceding Business Day).
Servicers:
As of
the Closing Date, each of Aurora, Countrywide Servicing, HomEq, JPMorgan,
Option
One or Xxxxx Fargo, or any of their respective successors in
interest.
Service(s)(ing):
In
accordance with Regulation AB, the act of managing or collecting payments
on the
Mortgage Loans or any other assets of the Trust Fund by an entity that
meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall
have the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses other
than Advances (including reasonable attorneys’ fees and disbursements) incurred
in the performance by a Servicer of its servicing obligations, including,
but
not limited to, the cost of (a) the preservation, inspection, restoration
and
protection of the Mortgaged Property, (b) any enforcement or administrative
or
judicial proceedings, including foreclosures, (c) the management and liquidation
of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
charges which are or may become a lien upon the Mortgaged Property, and
fire and
hazard insurance coverage and (e) any losses sustained by a Servicer with
respect to the liquidation of the Mortgaged Property.
55
Servicing
Agreement:
Each
servicing agreement, subservicing agreement or reconstituted servicing
agreement
identified on Exhibit E hereto, dated as of October 1, 2006, among the
Seller,
the Master Servicer and one of the above-named Servicers, and any other
servicing agreement entered into between a successor servicer and the Seller
pursuant to the terms of this Agreement.
Servicing
Criteria:
The
criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may
be amended from time to time.
Servicing
Fee:
As to
any Distribution Date and each Mortgage Loan, an amount equal to the product
of
(a) one-twelfth of the Servicing Fee Rate and (b) the outstanding principal
balance of such Mortgage Loan as of the first day of the related Collection
Period.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, the rate specified in the related Servicing
Agreement.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than each Servicer,
each
Custodian, the Master Servicer, the Paying Agent and the Securities
Administrator, that is participating in the servicing function within the
meaning of Regulation AB, unless such Person’s activities relate only to 5% or
less of the Mortgage Loans.
Simple
Interest Method:
With
respect to a Simple Interest Mortgage Loan, the method of allocating a
payment
to principal and interest, pursuant to which the portion of such payment
that is
allocated to interest is equal to the product of the applicable rate of
interest
multiplied by the unpaid principal balance multiplied by the period of
time
elapsed since the preceding payment of interest was made and divided by
either
360 or 365, as specified in the related Mortgage Note and the remainder
of such
payment is allocated to principal.
Simple
Interest Mortgage Loan:
Any
Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
hereto as Schedule A. As of the Closing Date, there are no Simple Interest
Mortgage Loans included in the Trust Fund.
Sponsor:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
Startup
Day:
The day
designated as such pursuant to Section 10.01(b) hereof.
Stepdown
Date:
The
earlier of (i) the first Distribution Date following the Distribution Date
on
which the Class Principal Amounts of the Senior Certificates have each
been
reduced to zero or (ii) the later to occur of (x) the Distribution Date
in
November 2009 and (y) the first Distribution Date on which the Senior
Enhancement Percentage (calculated for this purpose after giving effect
to
payments or other recoveries in respect of the Mortgage Loans during the
related
Collection Period but before giving effect to distributions on the Certificates
on such Distribution Date) is greater than or equal to 38.80%.
56
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of the Mortgage Loans but performs one
or
more discrete functions identified in Item 1122(d) of Regulation AB with
respect
to the Mortgage Loans under the direction or authority of the Master Servicer,
a
Custodian, a Servicer, the Securities Administrator or the Credit Risk
Manager.
Subordinate
Certificate:
Any
Class M Certificate or Class B Certificate.
Subordinate
Maximum Interest Rate:
For (i)
the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with
respect
to each Distribution Date after the Distribution Date on which the aggregate
Class Principal Amount of the Group 2 Senior Certificates has been reduced
to
zero and (iii) the Group 2 Senior Certificates, with respect to each
Distribution Date after the Distribution Date on which the Class Principal
Amount of the Group 1 Senior Certificates has been reduced to zero, the
weighted
average of the Pool 1 Maximum Interest Rate and the Pool 2 Maximum Interest
Rate
for such Distribution Date, weighted on the basis of (i) in the case of
any
Distribution Date on or before the date on which the aggregate Class Principal
Amounts of the Senior Certificates relating to any Mortgage Pool have been
reduced to zero, the Pool Subordinate Amount and (ii) for any Distribution
Date
thereafter, such weighting shall be on the basis of the Pool Balance of
each
Mortgage Pool.
Subordinate
Net Funds Cap:
With
respect to any Distribution Date, an amount equal to the weighted average
of the
Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis
of the
Pool Subordinate Amount for each Mortgage Pool; provided,
however,
that on
any Distribution Date after which the aggregate Class Principal Amount
of the
Senior Certificates relating to any Mortgage Pool have been reduced to
zero,
such weighting shall be on the basis of the Pool Balance of each Mortgage
Pool.
Subordinate
Priority:
To the
Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
M8,
Class M9, Class B1 and Class B2 Certificates, sequentially, in that
order.
Subsequent
Recovery:
Any
amount recovered by a Servicer or the Master Servicer with respect to a
Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
after the liquidation or disposition of such Mortgage Loan.
Subservicer:
Any
Person that (i) is considered to be a Servicing Function Participant, (ii)
services Mortgage Loans on behalf of any Servicer or Additional Servicer,
and
(iii) is responsible for the performance (whether directly or through
subservicers or Subcontractors) of Servicing functions required to be performed
under this Agreement, any related Servicing Agreement or any subservicing
agreement that are identified in Item 1122(d) of Regulation AB.
Substitution
Amount:
The
amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
Loan exceeds the Scheduled Principal Balance of the related Qualifying
Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
applicable, plus
unpaid
interest thereon, any related unpaid Advances or Servicing Advances or
unpaid
Servicing Fees and the amount of any costs and damages incurred by the
Trust
Fund associated with a violation of any applicable federal, state or local
predatory or abusive lending law in connection with the origination of
such
Deleted Mortgage Loan.
57
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 5.07 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
Rate
Cap Account, the right to receive the Class X Distributable Amount as provided
in Section 5.02(f)(vi), the Class LT4-I interest in REMIC 4 and the right
to
receive Class I Shortfalls.
Swap
Account:
The
account created pursuant to Section 5.07(a) of this Agreement.
Swap
Agreement:
The
interest rate swap agreement entered into by the Supplemental Interest
Trust,
which agreement provides for, among other things, a Net Swap Payment to
be paid
pursuant to the conditions provided therein, together with any schedules,
confirmations or other agreements relating thereto, attached hereto as
Exhibit
O.
Swap
Amount:
With
respect to each Distribution Date and the related Swap Payment Date, the
sum of
any Net Swap Payment and any Swap Termination Payment deposited into the
Swap
Account, and any investment earnings thereon.
Swap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Swap Agreement,
and
any successor in interest or assigns. Initially, the Swap Counterparty
shall be
ABN AMRO Bank, N.V.
Swap
Counterparty Trigger Event:
A Swap
Counterparty Trigger Event shall have occurred if any of a Swap Default
with
respect to which the Swap Counterparty is a Defaulting Party, a Termination
Event with respect to which the Swap Counterparty is the sole Affected
Party or
an Additional Termination Event with respect to which the Swap Counterparty
is
the sole Affected Party has occurred.
Swap
Default:
Any of
the circumstances constituting an “Event of Default” under the Swap
Agreement.
Swap
LIBOR:
With
respect to any Distribution Date and the related Swap Payment Date (and
the
Accrual Period relating to such Distribution Date), the product of (i)
the
Floating Rate Option (as defined in the Swap Agreement) for the related
Swap
Payment Date, (ii) two, and (iii) the quotient of (a) the actual number
of days
in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated
by
the Swap Counterparty and furnished to the Securities
Administrator.
Swap
Payment Date:
For so
long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
the Business Day immediately preceding each Distribution Date.
Swap
Replacement Receipts:
As
defined in Section 5.09(a).
Swap
Replacement Receipts Account:
As
defined in Section 5.09(a).
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment required to be made by the Supplemental Interest Trust to the
Swap
Counterparty, or by the Swap Counterparty to the Supplemental Interest
Trust, as
applicable, pursuant to the terms of the Swap Agreement, and any unpaid
amounts
due on previous Swap Payment Dates and accrued interest thereon as provided
in
the Swap Agreement, as calculated by the Swap Counterparty and furnished
to the
Securities Administrator.
58
Swap
Termination Receipts:
As
defined in Section 5.09(a).
Swap
Termination Receipts Account:
As
defined in Section 5.09(a).
Target
Amount:
With
respect to any Distribution Date, an amount equal to the Aggregate Pool
Balance
for such Distribution Date minus
the
Targeted Overcollateralization Amount.
Targeted
Overcollateralization Amount:
For any
Distribution Date prior to the Stepdown Date, an amount equal to $15,841,968.17
(or approximately 1.20% of the Cut-off Date Balance). For any Distribution
Date
on or after the Stepdown Date and provided a Trigger Event is not in effect,
an
amount equal to the greater of (i) the lesser of (a) $15,841,968.17 (or
approximately 1.20% of the Cut-off Date Balance) and (b) 2.40% of the Aggregate
Pool Balance after giving effect to distributions on such Distribution
Date and
(ii) the Overcollateralization Floor. With respect to any Distribution
Date on
or after the Stepdown Date and provided a Trigger Event is in effect, an
amount
equal to the Targeted Overcollateralization Amount for the immediately
preceding
Distribution Date.
Tax
Matters Person:
The
“tax matters person” as specified in the REMIC Provisions.
Telerate
Page 3750:
The
display currently so designated as “Page 3750” on the Reuters Telerate Service
(or such other page selected by the Securities Administrator as may replace
Page
3750 on that service for the purpose of displaying daily comparable rates
on
prices).
Termination
Event:
As
defined in the Swap Agreement.
Termination
Price:
As
defined in Section 7.01.
Title
Insurance Policy:
A title
insurance policy maintained with respect to a Mortgage Loan.
Total
Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the aggregate of the Interest
Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance
Amounts for such date; and (iii) all Prepayment Premiums collected during
the
related Prepayment Period.
Transfer
Agreements:
As
defined in the Mortgage Loan Sale Agreement.
Transferor:
Each
seller of Mortgage Loans to the Seller pursuant to the Transfer
Agreements.
Trigger
Event:
A
Trigger Event shall have occurred with respect to any Distribution Date
if
either a Delinquency Event or a Cumulative Loss Trigger Event is in effect
for
such Distribution Date.
59
Trust
Fund:
The
corpus of the trust created pursuant to this Agreement, consisting of the
Mortgage Loans, the assignment of the Depositor’s rights under the Transfer
Agreements, the Mortgage Loan Sale Agreement and each Servicing Agreement,
such
amounts as shall from time to time be held in the Certificate Account,
any
Custodial Account and any Escrow Account, the Swap Termination Receipts
Account,
the Swap Replacement Receipts Account, the Cap Termination Receipts Account,
the
Cap Replacement Receipts Account, the Basis Risk Reserve Fund, the Final
Maturity Reserve Account, any REO Property and the other items referred
to in,
and conveyed to the Trustee under, Section 2.01(a).
Trust
Fund Termination Event:
As
defined in Section 7.01(a).
Trustee:
U.S.
Bank National Association, not in its individual capacity but solely as
Trustee,
or any successor in interest, or if any successor trustee shall be appointed
as
herein provided, then such successor in interest or successor trustee,
as the
case may be.
Trustee
Fee:
A fixed
annual fee of $3,500 which is paid by the Master Servicer from the Master
Servicing Fee.
UCC
or
Uniform Commercial Code:
The
Uniform Commercial Code as in effect in any applicable jurisdiction from
time to
time.
Underwriter:
Xxxxxx
Brothers Inc.
Underwriter’s
Exemption:
Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended
(or any successor thereto), or any substantially similar administrative
exemption granted by the U.S. Department of Labor.
Unpaid
Basis Risk Shortfall:
With
respect to any Distribution Date and any LIBOR Certificate, the aggregate
of all
Basis Risk Shortfalls with respect to such Certificate remaining unpaid
from
previous Distribution Dates, plus interest accrued thereon at the applicable
Certificate Interest Rate (calculated without giving effect to the applicable
Net Funds Cap) but limited to a rate no greater than the applicable Maximum
Interest Rate.
Upper
Tier REMIC:
REMIC
4.
Voting
Interests:
The
portion of the voting rights of all the Certificates that is allocated
to any
Certificate for purposes of the voting provisions of this Agreement. At
all
times during the term of this Agreement, 97.00% of all Voting Interests
shall be
allocated to the LIBOR Certificates. Voting Interests shall be allocated
among
the Classes of LIBOR Certificates (and among the Certificates within each
such
Class) in proportion to their Class Principal Amounts (or Certificate Principal
Amounts). At all times during the term of this Agreement, 1% of all Voting
Interests shall be allocated to each of the Class P, Class R and Class
X
Certificates while they remain outstanding. Voting Interests shall be allocated
among the other Classes of Certificates (and among the Certificates within
each
such Class) in proportion to their Class Principal Amounts (or Certificate
Principal Amounts) or Percentage Interests. In the case of the purchase
by the
Master Servicer of the Lower Tier REMIC 1 Uncertificated Regular Interests
pursuant to a Section 7.01(c) Purchase Event, the LTURI-holder shall be
allocated 100% of the Voting Interests and upon such purchase any provision
in
this Agreement which requires a vote by, a direction or notice given by,
an
action taken by, a request in writing by or the consent of, any percentage
of
the Holders of the Certificates or any Class of Certificates may be exercised
by
the LTURI-holder.
60
Xxxxx
Fargo:
Xxxxx
Fargo Bank, N.A.
Section
1.02. Calculations
Respecting Mortgage Loans.
Calculations
required to be made pursuant to this Agreement with respect to any Mortgage
Loan
in the Trust Fund shall be made based upon current information as to the
terms
of the Mortgage Loans and reports of payments received from the Mortgagor
on
such Mortgage Loans and payments to be made to the Securities Administrator
as
supplied to the Securities Administrator by the Master Servicer. The Securities
Administrator shall not be required to recompute, verify or recalculate
the
information supplied to it by the Master Servicer, any Servicer or the
Credit
Risk Manager.
Section
1.03. Calculations
Respecting Accrued Interest.
Accrued