<PAGE>
Exhibit 4.1
================================================================================
LARES ASSET SECURITIZATION, INC.,
as Depositor
MAIA MORTGAGE FINANCE STATUTORY TRUST
as Seller
WELLS FARGO BANK, N.A.,
as Securities Administrator and as Master Servicer
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
----------
POOLING AGREEMENT
Dated as of September 1, 2006
----------
Luminent Mortgage Trust 2006-6
Mortgage Pass-Through Certificates, Series 2006-6
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS AND INTERPRETATION
10
SECTION 1.01
Definitions..............................................
10
SECTION 1.02 Calculations With
Respect to the Mortgage Loans.......... 50
SECTION 1.03 Calculations With
Respect to Accrued Interest............ 50
SECTION 1.04 Rules of
Construction.................................... 50
ARTICLE II CONVEYANCE OF MORTGAGE LOANS
51
SECTION 2.01 Conveyance of Mortgage
Loans to the Depositor............ 51
SECTION 2.02 Conveyance of Mortgage
Loans to the Issuing Entity....... 52
SECTION 2.03 Assignment of Mortgage
Loans............................. 53
SECTION 2.04 Books and
Records........................................ 53
SECTION 2.05 Review of
Documentation.................................. 54
SECTION 2.06 Execution and Delivery
of Certificates................... 55
SECTION 2.07 Representations and
Warranties of the Seller with
Respect to the Mortgage Loans............................
55
SECTION 2.08 Repurchase
Obligation.................................... 57
SECTION 2.09 Repurchase of Mortgage
Loans............................. 57
SECTION 2.10 Substitution of
Mortgage Loans........................... 57
SECTION 2.11 Granting
Clause.......................................... 59
SECTION 2.12
Purpose..................................................
61
ARTICLE III REPRESENTATIONS AND WARRANTIES
61
SECTION 3.01 Representations and
Warranties of the Seller............. 61
SECTION 3.02 Representations and
Warranties of the Depositor.......... 63
SECTION 3.03 Representations and
Warranties of the Master Servicer
and Securities Administrator.............................
64
ARTICLE IV REPORTS
66
SECTION 4.01 Annual Assessment of
Compliance.......................... 66
SECTION 4.02 Annual Compliance
Statement.............................. 67
SECTION 4.03 Attestation
Report....................................... 68
SECTION 4.04 Back-Up
Certification.................................... 68
SECTION 4.05 Commission
Reporting..................................... 69
SECTION 4.06 Distribution Date
Report................................. 74
SECTION 4.07
[Reserved]...............................................
77
SECTION 4.08 Additional
Information................................... 77
SECTION 4.09 Intention of the
Parties and Interpretation.............. 77
SECTION 4.10
Indemnification..........................................
77
ARTICLE V MASTER SERVICER
78
SECTION 5.01 Duties of the Master
Servicer............................ 78
i
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 5.02 Assignment or
Delegation of Duties by the Master
Servicer.................................................
79
SECTION 5.03 Fidelity Bond and
Errors and Omission Policy............. 79
SECTION 5.04 Compensation to the
Master Servicer...................... 80
SECTION 5.05 Merger or
Consolidation.................................. 80
SECTION 5.06 Examination
Rights....................................... 80
SECTION 5.07 Resignation of Master
Servicer........................... 81
SECTION 5.08 Master Servicer to Act
as Servicer; Appointment of
Successor................................................
81
SECTION 5.09 Master Servicer Events
of Default; Appointment of
Successor................................................
83
SECTION 5.10 Waiver of
Defaults....................................... 86
SECTION 5.11 Notification of Master
Servicer Default.................. 86
SECTION 5.12 Limitation on
Liability of the Master Servicer........... 87
SECTION 5.13
Master Servicer
Covenants................................ 87
SECTION 5.14 Maintenance of Hazard
Insurance and Other Insurance...... 88
SECTION 5.15
Indemnification..........................................
89
SECTION 5.16
Opinion..................................................
89
SECTION 5.17 Realization Upon
Defaulted Mortgage Loans; REO Property.. 89
ARTICLE VI THE SECURITIES ADMINISTRATOR
90
SECTION 6.01 Duties of the
Securities Administrator................... 91
SECTION 6.02
Records..................................................
92
SECTION 6.03
Compensation.............................................
92
SECTION 6.04 No Joint
Venture......................................... 92
SECTION 6.05 Other Activities of
Securities Administrator and the
Depositor................................................
92
SECTION 6.06 Certain Matters
Affecting the Securities Administrator... 92
SECTION 6.07 Securities
Administrator Not Liable for Certificates or
Mortgage Loans...........................................
94
SECTION 6.08 Securities
Administrator May Own Certificates............ 94
SECTION 6.09 Eligibility
Requirements for the Securities Administrator 94
SECTION 6.10 Resignation and
Removal of the Securities Administrator.. 94
SECTION 6.11 Successor Securities
Administrator....................... 95
SECTION 6.12 Merger or
Consolidation of Securities Administrator...... 96
SECTION 6.13 Limitation of
Liability.................................. 96
SECTION 6.14
Opinion..................................................
97
ARTICLE VII CONCERNING THE TRUSTEE
97
SECTION 7.01 Duties of
Trustee........................................ 97
SECTION 7.02 Rights of
Trustee........................................ 98
SECTION 7.03 Trustee Not Liable for
Certificates...................... 99
SECTION 7.04 Trustee May Own
Certificates............................. 100
SECTION 7.05 Eligibility
Requirements for Trustee..................... 100
SECTION 7.06 Resignation and
Removal of Trustee....................... 100
SECTION 7.07 Successor
Trustee........................................ 101
SECTION 7.08 Merger or
Consolidation of Trustee....................... 102
SECTION 7.09 Appointment of
Co-Trustee or Separate Trustee............ 102
SECTION 7.10 Indemnification of
Trustee............................... 103
ii
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 7.11 Fees and Expenses of
Trustee............................. 104
ARTICLE VIII TRUST ADMINISTRATION
104
SECTION 8.01 Distribution
Account..................................... 104
SECTION 8.02 Reserve
Account.......................................... 106
SECTION 8.03 Calculation of
LIBOR..................................... 108
SECTION 8.04 Supplemental Interest
Trust.............................. 109
SECTION 8.05 Priorities of
Distribution............................... 111
SECTION 8.06 Allocation of Realized
Losses............................ 116
SECTION 8.07 REMIC
Distributions...................................... 117
SECTION 8.08
Indemnification..........................................
120
ARTICLE IX THE CERTIFICATES
121
SECTION 9.01 The
Certificates......................................... 121
SECTION 9.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates.................................
121
SECTION 9.03 Mutilated, Destroyed,
Lost or Stolen Certificates........ 126
SECTION 9.04 Persons Deemed
Owners.................................... 127
SECTION 9.05 Access to List of
Certificateholders' Names and
Addresses................................................
127
SECTION 9.06 Maintenance of Office
or Agency.......................... 127
SECTION 9.07 Limitation on Rights
of Holders.......................... 127
SECTION 9.08 Acts of Holders of
Certificates.......................... 128
ARTICLE X THE DEPOSITOR
129
SECTION 10.01
Liabilities of the Depositor.............................
129
SECTION 10.02
Merger or Consolidation of the Depositor.................
129
SECTION 10.03
Limitation on Liability of the Depositor and Others......
129
ARTICLE XI TERMINATION
130
SECTION 11.01
Termination upon Liquidation or Purchase of all
Mortgage Loans...........................................
130
SECTION 11.02
Final Distribution on the Certificates...................
131
SECTION 11.03
Additional Termination Requirements......................
132
ARTICLE XII REMIC ADMINISTRATION
133
SECTION 12.01
REMIC Administration.....................................
133
SECTION 12.02
Prohibited Transactions and Activities...................
135
SECTION 12.03
Indemnification with Respect to Prohibited Transactions
or Loss of REMIC Status..................................
135
ARTICLE XIII AMENDMENT
136
SECTION 13.01
Without Consent of the Certificateholders................
136
SECTION 13.02
With Consent.............................................
137
iii
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 13.03
Procedure and Notice.....................................
137
ARTICLE XIV MISCELLANEOUS PROVISIONS
138
SECTION 14.01
Binding Nature of Agreement; Assignment..................
138
SECTION 14.02
Entire Agreement.........................................
138
SECTION 14.03
Counterparts.............................................
138
SECTION 14.04
Provision of Information.................................
138
SECTION 14.05
Governing Law............................................
138
SECTION 14.06
Notices..................................................
139
SECTION 14.07
Severability of Provisions...............................
140
SECTION 14.08 No
Waivers............................................... 140
SECTION 14.09
Headings Not to Affect Interpretation....................
141
SECTION 14.10 No
Petitions............................................. 141
SECTION 14.11
Certificates Fully Paid and Nonassessable................
141
SECTION 14.12
Protection of Assets.....................................
141
SECTION 14.13
Third Party Beneficiary..................................
141
iv
<PAGE>
EXHIBITS
Exhibit A-1
Form of
Class A Certificate
Exhibit A-2
Form of
Class B Certificate
Exhibit A-3
Form of
Class C Certificate
Exhibit A-4
Form of
Residual Certificate
Exhibit B
Information Fields for Mortgage Loan Schedule
Exhibit C
Contents
of each Mortgage File
Exhibit D
Form of
Request for Release
Exhibit E
Form of
Transferor Certificate
Exhibit F-1
Form of
Investment Letter (Non-Rule 144A)
Exhibit F-2
Form of
Investment Letter (Rule 144A)
Exhibit G
Form of
Benefit Plan Affidavit
Exhibit H
Form of
Affidavit Regarding Transfer of Residual Certificate
Exhibit I
Additional
Form 10-D Disclosure
Exhibit J
Additional
Form 10-K Disclosure
Exhibit K
Additional
Form 8-K Disclosure
Exhibit L
Additional
Disclosure Notification
Exhibit M-1
Form of
Schedule to Cap Agreement
Exhibit M-2
Form of
Confirmation to Cap Agreement
Exhibit 1122
Servicing
Criteria
Exhibit SOX
Sarbanes
Oxley Certificate
SCHEDULES
Schedule A
Mortgage Loan Schedule
v
<PAGE>
This
POOLING AGREEMENT, dated as of September 1, 2006, is by and
among
LARES ASSET SECURITIZATION, INC., a Delaware corporation, as
depositor (the
"Depositor"), MAIA MORTGAGE FINANCE STATUTORY TRUST, a Maryland
business trust,
as seller (the "Seller"), WELLS FARGO BANK, N.A., a national
banking
association, as securities administrator (the "Securities
Administrator") and as
master servicer (the "Master Servicer"), and HSBC BANK USA,
NATIONAL
ASSOCIATION, a national banking association, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Seller seeks to sell to the Depositor and the
Depositor seeks
to purchase from the Seller all of the right, title and interest of
the Seller
in certain adjustable-rate first lien Mortgage Loans and fixed-rate
first lien
Mortgage Loans identified in Schedule A hereto on a
servicing-released basis
pursuant to this Agreement;
WHEREAS, the Seller will make representations and warranties as set
forth
herein with respect to the Mortgage Loans and will assign to the
Depositor
certain representations and warranties that the Seller has received
with respect
to such Mortgage Loans;
WHEREAS, at the Closing Date the Depositor will be the owner of
the
Mortgage Loans and the other property being conveyed and assigned
by it to the
Issuing Entity hereunder for inclusion in the Trust Fund on the
Closing Date;
WHEREAS, on the Closing Date, the Depositor will transfer to the
Issuing
Entity the Mortgage Loans and the other property constituting the
Trust Fund,
and the Issuing Entity will issue the Certificates evidencing the
entire
interest in the Issuing Entity;
WHEREAS, the Depositor will receive the Certificates in
consideration for
the Mortgage Loans and other property being conveyed and assigned
by it to the
Issuing Entity and will sell the Certificates to various
purchasers.
WHEREAS, various servicers are servicing the Mortgage Loans
pursuant to
various Servicing Agreements, each Servicer is willing to service
the Mortgage
Loans for the benefit of the Issuing Entity;
WHEREAS, the Master Servicer is willing to master service the
Mortgage
Loans for the benefit of the Issuing Entity;
WHEREAS, the Securities Administrator is willing to provide
certain
services and reports with respect to the Certificates;
WHEREAS, the Depositor intends to sell pass-through
certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple Classes,
which in the aggregate will evidence the entire beneficial
ownership interest in
the Trust Fund created hereunder. The Certificates will consist of
fourteen
Classes of Certificates, designated as (i) the Class A-1, Class
A-2A, Class
A-2B, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class
B-6, Class B-7, Class B-8 and Class B-9 Certificates and (ii) the
Class C
Certificates; and
1
<PAGE>
WHEREAS, the descriptions of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC
V and REMIC VI that follow are part of the Preliminary Statement.
Any
inconsistencies or ambiguities in this Agreement or in the
administration of
this Agreement shall be resolved pursuant to the terms of Article
XIII in a
manner that preserves the validity of such REMIC elections
described below.
2
<PAGE>
REMIC I
As
provided herein, the Securities Administrator will elect to treat
the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets subject to this Agreement (but exclusive of the
Reserve Account,
the Cap Account, the Non-Mortgagor Prepayment Premium Payment
Amount, the
Supplemental Interest Trust and the Cap Agreement) as a real estate
mortgage
investment conduit (a "REMIC") for federal income tax purposes, and
such
segregated pool of assets will be designated as "REMIC I." The
Class R-I
Interest will represent the sole class of "residual interests" in
REMIC I for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the
designation, the Uncertificated REMIC I Pass-Through Rate, the
initial
Uncertificated Principal Balance, and solely for purposes of
satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
each of the Uncertificated REMIC I Regular Interests. None of the
Uncertificated
REMIC I Regular Interests will be certificated.
Initial
Uncertificated REMIC I Uncertificated
Latest Possible
Designation
Pass-Through Rate Principal
Balance Maturity
Date(1)
-----------
---------------------- -----------------
----------------
LTAA
Variable(2)
$757,277,664.78 October 25, 2046
LTA1
Variable(2)
$ 4,277,100.00
October
25, 2046
LTA2A
Variable(2)
$
500,000.00
October 25, 2046
LTA2B
Variable(2)
$ 1,638,500.00
October
25, 2046
LTA3
Variable(2)
$
712,860.00
October 25, 2046
LTB1
Variable(2)
$
142,960.00
October 25, 2046
LTB2
Variable(2)
$
108,180.00
October 25, 2046
LTB3
Variable(2)
$
42,500.00
October 25, 2046
LTB4
Variable(2)
$
73,410.00
October 25, 2046
LTB5
Variable(2)
$
38,640.00
October 25, 2046
LTB6
Variable(2)
$
38,640.00
October 25, 2046
LTB7
Variable(2)
$
38,640.00
October 25, 2046
LTB8
Variable(2)
$
46,360.00
October 25, 2046
LTB9
Variable(2)
$
23,180.00
October 25, 2046
LTZZ
Variable(2)
$ 7,773,676.22
October
25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "Uncertificated REMIC I
Pass-Through Rate" herein.
3
<PAGE>
REMIC II
As
provided herein, the Securities Administrator will elect to treat
the
segregated pool of assets consisting of the Uncertificated REMIC I
Regular
Interests as a REMIC for federal income tax purposes, and such
segregated pool
of assets will be designated as "REMIC II." The Class R-II Interest
will
represent the sole class of "residual interests" in REMIC II for
purposes of the
REMIC Provisions. The following table irrevocably sets forth the
designation,
the Pass-Through Rate, the initial Certificate Principal Balance
or
Uncertificated Principal Balance, as the case may be and solely for
purposes of
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest
possible maturity date" for each of the Classes of Certificates
and
Uncertificated REMIC II Regular Interests.
Initial Certificate
Principal or
Uncertificated
Latest Possible
Designation
Pass-Through Rate Principal Balance
Maturity
Date(1)
-----------
----------------- -------------------
----------------
A-1
Variable(2)
$ 4,277,100.00
October 25, 2046
A-2A
Variable(2)
$ 50,000,000.00 October 25,
2046
A-2B
Variable(2)
$163,850,000.00 October 25,
2046
A-3
Variable(2)
$ 71,286,000.00 October 25,
2046
B-1
Variable(2)
$ 14,296,000.00 October 25,
2046
B-2
Variable(2)
$ 10,818,000.00 October 25,
2046
B-3
Variable(2)
$ 4,250,000.00
October 25, 2046
B-4
Variable(2)
$ 7,341,000.00
October 25, 2046
B-5
Variable(2)
$ 3,864,000.00
October 25, 2046
B-6
Variable(2)
$ 3,864,000.00
October 25, 2046
B-7
Variable(2)
$ 3,864,000.00
October 25, 2046
B-8
Variable(2)
$ 4,636,000.00
October 25, 2046
B-9
Variable(2)
$ 2,318,000.00
October 25, 2046
C
Variable(3)
$
(3)
October 25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for each Class of Certificates
that
represents one or more of the "regular interests" in REMIC II and
each
Uncertificated REMIC II Regular Interest.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class C
Interest (i) will have an initial Uncertificated Principal
Balance equal to the initial Overcollateralization Amount and (ii)
will
bear
interest at its variable Pass-Through Rate on the Notional Amount
of
the
Class C Interest outstanding from time to time. The Class C
Interest
will
not accrue interest on its Uncertificated Principal Balance.
4
<PAGE>
REMIC III
As
provided herein, the Securities Administrator shall elect to treat
the
segregated pool of assets consisting of the Class B-7 Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III." The Class RX-III Interest represents the
sole class
of "residual interests" in REMIC III for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class
designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class B-7
Certificates that represents a "regular interest" in REMIC III
created
hereunder:
Pass-Through
Initial Certificate Latest Possible
Class Designation
Rate
Principal Balance Maturity Date(1)
--------------------- ------------ -------------------
----------------
Class B-7 Certificate Variable(2)
$3,864,000.00 October
25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for the Class B-7 Certificates.
(2) The Class B-7
Certificates will receive 100% of amounts received in respect
of
the Class B-7 Interest.
5
<PAGE>
REMIC IV
As
provided herein, the Securities Administrator shall elect to treat
the
segregated pool of assets consisting of the Class B-8 Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC IV." The Class RX-IV Interest represents the
sole class of
"residual interests" in REMIC IV for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class
designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class B-8
Certificates that represents a "regular interest" in REMIC IV
created hereunder:
Pass-Through
Initial Certificate Latest Possible
Class Designation
Rate
Principal Balance Maturity Date(1)
--------------------- ------------ -------------------
----------------
Class B-8 Certificate (2)
$4,636,000.00 October
25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for the Class B-8 Certificates.
(2) The Class B-8
Certificates will receive 100% of amounts received in respect
of
the Class B-8 Interest.
6
<PAGE>
REMIC V
As
provided herein, the Securities Administrator shall elect to treat
the
segregated pool of assets consisting of the Class B-9 Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC V." The Class RX-V Interest represents the
sole class of
"residual interests" in REMIC V for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class
designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class B-9
Certificates that represents a "regular interest" in REMIC IV
created hereunder:
Pass-Through
Initial Certificate Latest Possible
Class Designation
Rate
Principal Balance Maturity Date(1)
--------------------- ------------ -------------------
----------------
Class B-9 Certificate (2)
$2,318,000.00 October
25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for the Class B-9 Certificates.
(2) The Class B-9
Certificates will receive 100% of amounts received in respect
of
the Class B-9 Interest.
7
<PAGE>
REMIC VI
As
provided herein, the Securities Administrator shall elect to treat
the
segregated pool of assets consisting of the Class C Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC VI." The Class RX-VI Interest represents the
sole class of
"residual interests" in REMIC VI for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class
designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class C
Certificates that represents a "regular interest" in REMIC III
created
hereunder:
Pass-Through
Initial Certificate Latest Possible
Class Designation
Rate
Principal Balance Maturity Date(1)
--------------------- ------------ -------------------
----------------
Class C Certificate
Variable(2)
N/A
October 25, 2046
----------
(1) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for the Class C Certificates.
(2) The Class C
Certificates will receive 100% of amounts received in respect
of
the Class C Interest.
NOW
THEREFORE, in consideration of the mutual agreements herein
contained,
the parties hereto agree as follows:
8
<PAGE>
SUMMARY OF CERTIFICATES
The following table sets forth characteristics of the Certificates,
together
with the minimum denominations and integral multiples in excess
thereof in which
the Classes of Certificates shall be issuable:
<TABLE>
<CAPTION>
INITIAL
CLASS
INTEGRAL
PRINCIPAL PASS-THROUGH
RATE
PASS-THROUGH RATE
MULTIPLES IN
BALANCE OR (UNTIL
OPTIONAL (AFTER OPTIONAL
MINIMUM
EXCESS OF
CLASSES NOTIONAL AMOUNT
TERMINATION
DATE)
TERMINATION DATE) DENOMINATION
MINIMUM
----------
---------------
----------------- -----------------
------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
Class A-1 $427,710,000
LIBOR +
0.200%(2) LIBOR
+ 0.400%(2) $100,000
$1
Class A-2A $ 50,000,000
LIBOR +
0.170%(1) LIBOR
+ 0.340%(1) $100,000
$1
Class A-2B $163,850,000
LIBOR +
0.240%(2) LIBOR
+ 0.480%(2) $100,000
$1
Class A-3 $ 71,286,000
LIBOR +
0.280%(2) LIBOR
+ 0.560%(2) $100,000
$1
Class B-1 $ 14,296,000
LIBOR +
0.380%(2) LIBOR
+ 0.570%(2) $100,000
$1
Class B-2 $ 10,818,000
LIBOR +
0.410%(2) LIBOR
+ 0.615%(2) $100,000
$1
Class B-3 $ 4,250,000 LIBOR + 0.440%(2)
LIBOR +
0.660%(2) $100,000
$1
Class B-4 $ 7,341,000 LIBOR + 0.550%(2)
LIBOR +
0.825%(2) $100,000
$1
Class B-5 $ 3,864,000 LIBOR + 0.600%(2)
LIBOR +
0.900%(2) $100,000
$1
Class B-6 $ 3,864,000 LIBOR + 0.670%(2)
LIBOR +
1.005%(2) $100,000
$1
Class B-7 $ 3,864,000 LIBOR + 1.500%(2)
LIBOR +
2.250%(2) $100,000
$1
Class B-8 $ 4,636,000 LIBOR + 1.500%(2)
LIBOR +
2.250%(2) $100,000
$1
Class B-9 $ 2,318,000 LIBOR + 1.500%(2)
LIBOR +
2.250%(2) $100,000
$1
Class C $
4,635,311(3)
(4)
(4)
$100,000
$1
</TABLE>
(1) The Class A-2A
certificates are subject to a cap, as discussed in footnote
(2),
but have the benefit of an Cap Agreement intended to pay
certificateholders on each distribution date the difference, if
any,
between LIBOR plus the applicable margin and the adjusted weighted
average
of
the net loan rates (adjusted to account for negative amortization
on the
mortgage loans in excess of the principal distribution amount).
(2) Subject to a
maximum interest rate equal to a cap based on weighted average
of
the net loan rates of the mortgage loans, adjusted for the
related
accrual period.
(3) Initial
overcollateralization amount.
(4) As defined
herein.
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ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified
in this
Section 1.01.
Accepted Master Servicing Practices: With respect to any Mortgage
Loan, those
customary mortgage loan master servicing practices of prudent
mortgage servicing
institutions that master service Mortgage Loans of the same type
and quality as
such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is
located, to the extent applicable to the Master Servicer, and in
accordance with
the applicable state, local and federal laws, rules and
regulations.
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 a party hereto or an Affiliate thereof.
Accrued Certificate Interest: For any Distribution Date for the
Class A
Certificates and Class B Certificates, interest accrued during the
related
Accrual Period at the then-applicable Pass-Through Rate on the
related
Certificate Principal Balance thereof immediately prior to such
Distribution
Date, plus any Accrued Certificate Interest remaining unpaid from
any prior
Distribution Date (other than because of the Adjusted Net WAC Rate)
with
interest thereon at the related Pass-Through Rate.
Accrual Period: With respect to any Distribution Date and each
Class of
Certificates (other than the Class C Certificates) and the
Uncertificated REMIC
II Regular Interests (other than the Class C Interest), the period
commencing on
the Distribution Date in the month immediately preceding the month
in which such
Distribution Date occurs (or, in the case of the first Distribution
Date, the
Closing Date) and ending on the close of business on the calendar
day
immediately preceding such Distribution Date. With respect to any
Distribution
Date and the Class C Certificates, the Class C Interest and the
REMIC I Regular
Interests, the one month period ending on the last day of the
calendar month
immediately preceding the month in which such Distribution Date
occurs.
Additional Disclosure Notification: As defined in Section
4.05(a)(i).
Additional Form 10-D Disclosure: As defined in Section
4.05(a)(i).
Additional Form 10-K Disclosure: As defined in Section
4.05(a)(ii).
Additional Negative Amortization Amount: For any Distribution Date,
the amount
of Deferred Interest related to the Mortgage Loans during the
related Due Period
that is in excess of the Principal Remittance Amount (calculated
without
reference to any reduction in respect of any such Deferred
Interest) for such
Distribution Date.
Additional Negative Amortization Carryover Amount: For any
Distribution Date,
for the REMIC regular interest portion of the Class A-2A
Certificates for the
benefit of the Cap Provider if the Cap Agreement is in effect, the
Class A
Certificates (including the Class A-2A Certificates
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if the Cap Agreement is not in effect) and the Class B
Certificates, the sum of
(a) the excess of (x) Accrued Certificate Interest for such
Distribution Date on
the related class of Certificates over (y) the Adjusted Accrued
Certificate
Interest for such Distribution Date and (b) any Additional Negative
Amortization
Carryover Amount remaining unpaid from prior Distribution Dates
with interest
thereon at the applicable Pass-Through Rate for the related Accrual
Period, to
the extent previously unreimbursed by Excess Cash Flow.
Adjustable Rate Mortgage Loans: Mortgage Loans that contain a
provision pursuant
to which the mortgage rate is adjusted periodically, as identified
on the
Mortgage Loan Schedule.
Adjusted Accrued Certificate Interest: For any Distribution Date
for the Class A
and Class B Certificates, the related Accrued Certificate Interest
for such
Class, calculated using the Adjusted Net WAC Rate for such
Distribution Date.
Adjusted Net Mortgage Rate: With respect to any Mortgage Loan and
any date of
determination, a rate equal to the per annum Mortgage Rate in
effect on such
date under such Mortgage Loan less the sum of the (i) Servicing Fee
Rate (ii)
the Master Servicing Fee Rate and (iii) the LPMI Fee Rate, if
any.
Adjusted Net WAC Rate: On any Distribution Date, the excess, if
any, of (a) the
Net WAC Rate over (b) the percentage equivalent of a fraction equal
to the
product of (i) a fraction, the numerator of which is equal to the
product of (A)
the Additional Negative Amortization Amount, if any, for such
Distribution Date
and (B) 12, and the denominator of which is equal to the aggregate
Stated
Principal Balance of the Mortgage Loans as of the first day of the
related Due
Period and (ii) a fraction, the numerator of which is equal to 30
and the
denominator of which is equal to the number of days in the related
Accrual
Period.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, the
date, as
identified on the Mortgage Loan Schedule, on which the Mortgage
Rate is adjusted
in accordance with the terms of the related Mortgage Note and
Mortgage.
Advance: Any Monthly Advance or Servicing Advance.
Adverse REMIC Event: As defined in Section 12.01.
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 Overcollateralization Release Amount: For any
Distribution Date, the
excess of the Overcollateralization Amount for such Distribution
Date over the
Target Overcollateralization Amount for any Distribution Date.
Agreement: This Pooling Agreement, including all exhibits and
schedules hereto,
and all amendments or supplements hereto.
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Applied Realized Loss Amount: With respect to each Distribution
Date, the
excess, if any, of (a) the aggregate Certificate Principal Balances
of the
Certificates (other than the Class C Certificates) after taking
into account the
distribution of the Principal Distribution Amount on such
Distribution Date and
any increase in the aggregate Certificate Principal Balance of any
Class of
Certificates as a result of Subsequent Recoveries over (b) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
month of such
Distribution Date.
Appraised Value: With respect to any Mortgage Loan, the lesser of
(a) the value
set forth on the appraisal made in connection with the origination
of the
related Mortgage Loan as the value of the related Mortgaged
Property, or (b) the
amount paid by the Mortgagor for the Mortgaged Property, provided,
however, that
in the case of a refinanced Mortgage Loan or a Mortgage Loan that
was not
originated in connection with the borrower's purchase of the
Mortgaged Property,
such value shall be based solely on the appraisal made in
connection with the
origination of such Mortgage Loan.
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
assignment 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 in the
same
jurisdiction, if permitted by law.
Available Funds: With respect to any Distribution Date, the total
amount of all
cash received by the Securities Administrator from each Servicer or
any other
party with respect to the Mortgage Loans and such Distribution
Date, including
(1) all Scheduled Monthly Payments on the related Mortgage Loans
and due during
the Due Period related to such Distribution Date (net of the
related Servicing
Fees, Master Servicing Fee and LPMI Policy Fees), together with any
Advances in
respect thereof, (2) all Condemnation Proceeds, Insurance Proceeds,
Liquidation
Proceeds and Subsequent Recoveries, in each case collected by the
Servicers
during the related Prepayment Period, (3) all Principal
Prepayments, together
with any accrued interest thereon, identified as having been
received from the
related Mortgage Loans during the related Prepayment Period, (4)
all
Compensating Interest Payments made by the Master Servicer and/or
received from
the Servicers in respect of Prepayment Interest Shortfalls with
respect to the
related Mortgage Loans occurring during the related Prepayment
Period, (5) the
aggregate Repurchase Price paid during the related Prepayment
Period, (6) all
Non-Mortgagor Prepayment Premium Payment Amounts for the related
Prepayment
Period, (7) all Prepayment Premiums relating to Mortgage Loans that
are prepaid
in full during the related Prepayment Period, if such Prepayment
Premiums are
owned by the Issuing Entity, as indicated in the Mortgage Loan
Schedule, (8) any
Substitution Adjustment Amounts received by the Securities
Administrator during
the related Prepayment Period and (9) on the Distribution Date on
which the
Mortgage Loans are purchased pursuant to the provisions of Article
XI hereof,
the Termination Price, minus:
(A) all related fees, charges and other amounts payable or
reimbursable to the Master Servicer, the Securities Administrator,
the
Custodian or the Trustee under this Agreement or to the related
Servicer
under the applicable Servicing Agreement, as applicable;
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<PAGE>
(B) in the case of (2), (3), (4) and (5) above, any related
unreimbursed expenses incurred by the related Servicer in
connection with a
liquidation or foreclosure and any unreimbursed Advances due to the
Master
Servicer or the related Servicer;
(C) any related unreimbursed Non-recoverable Advances due to
the
Master Servicer or the Servicers; and
(D) in the case of (1) through (4) above, any related amounts
collected which are determined to be attributable to a subsequent
Due
Period or Prepayment Period.
Back-Up Certification: As defined in Section 4.04.
Bankruptcy Code: The United States Bankruptcy Code of 1986, as
amended, as
codified in 11 U.S.C. Sections 101-1330.
Basic Principal Distribution Amount: With respect to any
Distribution Date, an
amount equal to the lesser of (a) the excess, if any, of (i) the
Available Funds
for such Distribution Date over (ii) the aggregate amount of
Accrued Certificate
Interest for the Class A and Class B Certificates minus any
payments from the
Cap Agreement for the Class A-2A Certificates for such Distribution
Date and (b)
the Principal Remittance Amount.
Benefit Plan Affidavit: An affidavit in substantially the form
attached hereto
as Exhibit G.
Book-Entry Certificates: Each Class of Certificates other than the
Class C, R
and RX Certificates.
Business Day: Any day other than (a) a Saturday or a Sunday or (b)
a day on
which banking institutions in the states of New York, Maryland or
Minnesota, or
any other city in which the corporate trust office of the Trustee
or the
principal office of the Securities Administrator is located, are
authorized or
obligated by law or executive order to be closed.
Cap Account: The Eligible Account or Accounts created and
maintained pursuant to
Section 8.04.
Cap Agreement: The 2002 ISDA Master Agreement, dated as of
September 28, 2006
(together with the schedule thereto, the "Master Agreement"),
between the Cap
Provider and the Supplemental Interest Trust Trustee, and a
confirmation of the
same date, which supplements and forms part of the Master
Agreement, the form of
schedule to which has been attached hereto as Exhibit M-1 and the
form of
confirmation to which has been attached hereto as Exhibit M-2.
Cap Early Termination: The occurrence of an Early Termination Date
under the Cap
Agreement.
Cap Payment: With respect to each Distribution Date, the "Cap
Payment Amount"
(as defined in the Cap Agreement) related to such Distribution
Date.
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<PAGE>
Cap Provider: Barclays Bank, PLC.
Cap Termination Payment: A termination payment that the Cap
Provider or
Supplemental Interest Trust may be liable to make to the other upon
any Cap
Early Termination (regardless, if applicable, of which of the
parties has caused
the termination).
Certificate: Any one of the mortgage-backed Certificates issued
pursuant to this
Agreement executed by the Securities Administrator in substantially
the forms
attached hereto as Exhibit A-1 Exhibit A-2, Exhibit A-3 and Exhibit
A-4.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is
the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive
Certificate, the Certificateholder of such Certificate.
Certificate Principal Balance: With respect to any Class of
Certificates other
than the Class C, Class R and Class RX Certificates and any
Distribution Date,
the maximum dollar amount of principal to which the Holder thereof
is then
entitled hereunder, such amount being equal to the initial
principal balance of
such Class of Certificates as of the Closing Date minus the sum of
(a) all
distributions of principal previously made with respect that Class
of
Certificates and (b) all Realized Losses previously allocated to
that Class of
Certificates, and increased by any Subsequent Recoveries allocated
to such Class
for previous Distribution Dates. Solely for federal income tax
purposes, with
respect to each Class C Certificate as of any Distribution Date,
the Percentage
Interest evidenced by such Certificate times the Uncertificated
Principal
Balance of the Class C Interest. For purposes of Article VIII
hereof, unless
specifically provided to the contrary, the Certificate Principal
Balance shall
be determined as of the close of business of the immediately
preceding
Distribution Date, after giving effect to all distributions made on
such
Distribution Date.
Certificateholder or Holder: With respect to a Book-Entry
Certificate, the
beneficial owner of such Book-Entry Certificate, and with respect
to a
Definitive Certificate, the Holder of such Definitive Certificate
and in whose
name a Certificate is registered in the Certificate Register.
Certificate Registrar: The Person appointed to maintain the
Certificate
Register.
Certificate Register: The register maintained pursuant to Section
9.02.
Certification Parties: As defined in Section 4.04.
Certifying Person: As defined in Section 4.04.
Class: All Certificates bearing the same class designation as set
forth in the
Preliminary Statement. In the case of the REMIC Regular Interests,
the term
"Class" refers to such REMIC Regular Interests having the same
designation as
set forth in the Preliminary Statement.
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<PAGE>
Class A Certificates: The Luminent Mortgage Trust 2006-6 Mortgage
Pass-Through
Certificates, Series 2006-6, Class A1, Class A-2A, Class A-2B and
Class A3
Certificates having an initial Certificate Principal Balance and
Pass-Through
Rate as set forth herein and representing (i) a Regular Interest in
REMIC II and
(ii) the right to receive amounts in respect of its related Net WAC
Cap
Carryover Amount and in the case of the Class A-2A Certificates
during the
period of the Cap Agreement, Additional Negative Amortization
Carryover Amounts.
Class A-2 Certificates: The Class A-2A Certificates and the Class
A-2B
Certificates.
Class B Certificates: The Luminent Mortgage Trust 2006-6 Mortgage
Pass-Through
Certificates, Series 2006-6, Class B-1, Class B-2, Class B-3, Class
B-4, Class
B-5, Class B-6, Class B-7, Class B-8 and Class B-9 Certificates
having an
initial Certificate Principal Balance and Pass-Through Rate as set
forth herein
and representing (i) a Regular Interest in REMIC II with respect to
the Class
B-1, B-2, B-3, B-4, B-5 and B-6 Certificates and a Regular Interest
in REMIC
III, REMIC IV and REMIC V with respect to the Class B-7, B-8 and
B-9
Certificates, respectively and (ii) the right to receive amounts in
respect of
its related Net WAC Cap Carryover Amount.
Class B-1 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A
Certificates (after taking into account the distribution of the
Senior Principal
Distribution Amount on such Distribution Date) and (ii) the
Certificate
Principal Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (a) the aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
multiplied by (i)
prior to the Distribution Date in September 2012 85.250% and (ii)
on or after
the Distribution Date in September 2012 88.200% and (b) the amount,
if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) exceeds (ii) the sum of 0.50% of the Cut-off
Date Balance and
the aggregate Additional Negative Amortization Amount.
Class B-2 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A
Certificates and Class B-1 Certificates (after taking into account
the
distribution of the Senior and Class B-1 Principal Distribution
Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class B-2
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(a) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after
15
<PAGE>
reduction for Realized Losses incurred during the related
prepayment period)
multiplied by (i) prior to the Distribution Date in September 2012
88.750% and
(ii) on or after the Distribution Date in September 2012 91.000%
and (b) the
amount, if any, by which (i) the aggregate Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related prepayment period, and after reduction for
Realized Losses
incurred during the related prepayment period) exceeds (ii) the sum
of 0.50% of
the Cut-off Date Balance and the aggregate Additional Negative
Amortization
Amount.
Class B-3 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1 and Class B-2 Certificates (after taking into account the
distribution of
the Senior, Class B-1 and Class B-2 Principal Distribution Amount
on such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class B-3
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(a) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) multiplied by (i) prior to the Distribution Date
in September
2012 90.125% and (ii) on or after the Distribution Date in
September 2012
92.100% and (b) the amount, if any, by which (i) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
exceeds (ii) the
sum of 0.50% of the Cut-off Date Balance and the aggregate
Additional Negative
Amortization Amount.
Class B-4 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1, Class B-2 and Class B-3 Certificates (after taking into
account the
distribution of the Senior, Class B-1, Class B-2 and Class B-3
Principal
Distribution Amount on such Distribution Date) and (ii) the
Certificate
Principal Balance of the Class B-4 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (a) the aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
multiplied by (i)
prior to the Distribution Date in September 2012 92.500% and (ii)
on or after
the Distribution Date in September 2012 94.000% and (b) the amount,
if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred
16
<PAGE>
during the related prepayment period) exceeds (ii) the sum of 0.50%
of the
Cut-off Date Balance and the aggregate Additional Negative
Amortization Amount.
Class B-5 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1, Class B-2, Class B-3 and Class B-4 Certificates (after taking
into account
the distribution of the Senior, Class B-1, Class B-2, Class B-3 and
Class B-4
Principal Distribution Amount on such Distribution Date) and (ii)
the
Certificate Principal Balance of the Class B-5 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
multiplied by (i)
prior to the Distribution Date in September 2012 93.750% and (ii)
on or after
the Distribution Date in September 2012 95.000% and (b) the amount,
if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) exceeds (ii) the sum of 0.50% of the Cut-off
Date Balance and
the aggregate Additional Negative Amortization Amount.
Class B-6 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
(after taking
into account the distribution of the Class A, Class B-1, Class B-2,
Class B-3,
Class B-4 and Class B-5 Principal Distribution Amount on such
Distribution Date)
and (ii) the Certificate Principal Balance of the Class B-6
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period (after giving effect to scheduled payments
of principal
due during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) multiplied by (i) prior to the Distribution Date
in September
2012 95.000% and (ii) on or after the Distribution Date in
September 2012
96.000% and (b) the amount, if any, by which (i) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
exceeds (ii) the
sum of 0.50% of the Cut-off Date Balance and the aggregate
Additional Negative
Amortization Amount.
Class B-7 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate
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<PAGE>
Principal Balance of the Class A, Class B-1, Class B-2, Class B-3,
Class B-4,
Class B-5 and Class B-6 Certificates (after taking into account the
distribution
of the Senior, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class
B-6 Principal Distribution Amount on such Distribution Date) and
(ii) the
Certificate Principal Balance of the Class B-7 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
multiplied by (i)
prior to the Distribution Date in September 2012 96.250% and (ii)
on or after
the Distribution Date in September 2012 97.000% and (b) the amount,
if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) exceeds (ii) the sum of 0.50% of the Cut-off
Date Balance and
the aggregate Additional Negative Amortization Amount.
Class B-8 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and
Class B-7
Certificates (after taking into account the distribution of the
Senior, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and
Class B-7
Principal Distribution Amount on such Distribution Date) and (ii)
the
Certificate Principal Balance of the Class B-8 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
multiplied by (i)
prior to the Distribution Date in September 2012 97.750% and (ii)
on or after
the Distribution Date in September 2012 98.200% and (b) the amount,
if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) exceeds (ii) the sum of 0.50% of the Cut-off
Date Balance and
the aggregate Additional Negative Amortization Amount.
Class B-9 Principal Distribution Amount: For any applicable
Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with
respect to such Distribution Date, an amount equal to the excess
(if any) of (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class A, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and
Class B-7
Certificates (after taking into account the distribution of the
Senior, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class
B-7 and Class
B-8 Principal Distribution Amount on such Distribution Date) and
(ii) the
Certificate Principal Balance of the Class B-8 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the
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aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period (after giving effect to scheduled payments
of principal
due during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
prepayment
period, and after reduction for Realized Losses incurred during the
related
prepayment period) multiplied by (i) prior to the Distribution Date
in September
2012 98.500% and (ii) on or after the Distribution Date in
September 2012
98.800% and (b) the amount, if any, by which (i) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related prepayment period, and after
reduction for
Realized Losses incurred during the related prepayment period)
exceeds (ii) the
sum of 0.50% of the Cut-off Date Balance and the aggregate
Additional Negative
Amortization Amount.
Class C Certificates: The Luminent Mortgage Trust 2006-6 Mortgage
Pass-Through
Certificates, Series 2006-6, Class C Certificates having an initial
Notional
Amount and Uncertificated Principal Balance and associated
Pass-Through Rate as
set forth herein and representing (i) a Regular Interest in REMIC
VI, and (ii)
the obligation to pay the Net WAC Cap Carryover Amounts.
Class C Distributable Amount: With respect to any Distribution Date
and the
Class C Interest, the sum of (i) subject to distributions in
respect of Section
8.05(iii)(A) - (U), the interest accrued on such Class C Interest
at its
Pass-Through Rate (with distributions as limited on any
Distribution Date by the
Adjusted Net WAC Rate) calculated on its Notional Amount (and any
amounts in
respect of such amounts remaining unpaid from prior Distribution
Dates) less the
amount (without duplication) of Net WAC Cap Carryover Amounts paid
pursuant to
Section 8.05(a)(iii)(V) and the amount paid pursuant to Section
8.05(a)(iii)(W),
(ii) subject to distributions in respect of Section 8.05(iii)(A) -
(U), any
remaining Aggregate Overcollateralization Release Amounts and (iii)
the
aggregate of amounts remaining in the Reserve Account after the
distributions in
Section 8.05(a)(iii)(V), as specified in Section 8.02(b)(i) - (v).
With respect
to the Class C Certificate, 100% of the amount distributed to the
Class C
Interest.
Class C Interest: An uncertificated interest in the Trust Fund
representing the
right to distributions as set forth herein and evidencing (i) a
Regular Interest
in REMIC II and (ii) the obligation to pay the Net WAC Cap
Carryover Amount.
Class R Certificates: The Luminent Mortgage Trust 2006-6 Mortgage
Pass-Through
Certificates, Series 2006-6, Class R Certificates representing the
Residual
Interest in each of REMIC I and REMIC II.
Class R-I Interest: The uncertificated Residual Interest in REMIC
I.
Class R-II Interest: The uncertificated Residual Interest in REMIC
II.
Class RX Certificates: The Luminent Mortgage Trust 2006-6 Mortgage
Pass-Through
Certificates, Series 2006-6, Class RX Certificates representing the
Residual
Interest in each of REMIC III, REMIC IV, REMIC V and REMIC VI.
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Class RX-III Interest: The uncertificated Residual Interest in
REMIC III.
Class RX-IV Interest: The uncertificated Residual Interest in REMIC
IV.
Class RX-V Interest: The uncertificated Residual Interest in REMIC
V.
Class RX-VI Interest: The uncertificated Residual Interest in REMIC
VI.
Clean-up Call: The termination of the Issuing Entity in connection
with the
purchase of the Mortgage Loans pursuant to Section 11.01.
Closing Date: September 28, 2006.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time,
or any successor statutes thereto, and applicable U.S. Department
of the
Treasury regulations issued pursuant thereto.
Commission: The Securities and Exchange Commission.
Compensating Interest Payment: With respect to any Distribution
Date and any
Servicer, an amount equal to the least of (a) the aggregate
Prepayment Interest
Shortfall for such Distribution Date with respect to the Mortgage
Loans serviced
by such Servicer, (b) the amount of the Servicing Fee actually paid
to, or
retained by, such Servicer in respect of such Distribution Date,
and (c) such
other amount as may be specified in the related Servicing
Agreement.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged
Property, whether permanent or temporary, partial or entire, by
exercise of the
power of eminent domain or condemnation, to the extent not required
to be
released to a Mortgagor in accordance with the terms of the related
Mortgage
Loan Documents.
Control: The meaning specified in Section 8-106 of the UCC.
Corporate Trust Office: With respect to:
(a)
the Securities Administrator, the principal corporate trust office
at
which, at any particular time, its corporate trust business in
connection with
this Agreement shall be administered, which office, at the date of
the execution
of this Agreement, is located at Wells Fargo Bank, N.A., P.O. Box
98, Columbia,
Maryland 21046, (or for overnight deliveries, 9062 Old Annapolis
Road, Columbia,
Maryland 21045) Attention: Corporate Trust Services-Client Manager
Luminent
2006-6, or at such other address as the Securities Administrator
may designate
from time to time by notice to Certificateholders, the Trustee, the
Depositor,
the Seller, the Master Servicer and the Servicer; provided,
however, that with
respect to the Securities Administrator and presentment of the
Certificates for
registration of transfer, exchange or final payment: Wells Fargo
Bank, N.A.,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention:
Corporate Trust Services-Client Manager Luminent 2006-6; and
(b)
the Trustee, the principal office of the Trustee at which at
any
particular time its corporate trust business in connection with
this Agreement
shall be administered, which office at
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the date of execution of this Agreement is located at HSBC Bank
USA, National
Association, 452 Fifth Avenue, New York, New York 10018, Attention:
Corporate
Trust & Loan Agency/Luminent 2006-6, or at such other address
as the Trustee may
designate from time to time by notice to the Certificateholders,
the Securities
Administrator, the Depositor, the Seller and the Master
Servicer.
Corresponding Class: The following chart illustrates the
Corresponding Classes
of Uncertificated REMIC I Regular Interests, Uncertificated REMIC
II Regular
Interests and Certificates:
UNCERTIFICATED REMIC I UNCERTIFICATED REMIC II
REGULAR INTEREST
REGULAR INTEREST CLASS OF
CERTIFICATES
---------------------- -----------------------
---------------------
LT1A1
A-1 Interest
A-1 Certificate
LTA-2A
A-2A Interest
A-2A Certificate
LT1A2B
A-2B Interest
A-2B Certificate
LT2A3
A-3 Interest
A-3 Certificate
LTB1
B-1 Interest
B-1 Certificate
LTB2
B-2 Interest
B-2 Certificate
LTB3
B-3 Interest
B-3 Certificate
LTB4
B-4 Interest
B-4 Certificate
LTB5
B-5 Interest
B-5 Certificate
LTB6
B-6 Interest
B-6 Certificate
LTB7
B-7 Interest
B-7 Certificate
LTB8
B-8 Interest
B-8 Certificate
LTB9
B-9 Interest
B-9 Certificate
N/A
Class C Interest
Class C Certificate
Corresponding REMIC I Marker Classes: Uncertificated REMIC I
Regular Interest
LTA1, Uncertificated REMIC I Regular Interest LTA2A, Uncertificated
REMIC I
Regular Interest LTA2B, Uncertificated REMIC I Regular Interest
LTA3,
Uncertificated REMIC I Regular Interest LTB1, Uncertificated REMIC
I Regular
Interest LTB2, Uncertificated REMIC I Regular Interest LTB3,
Uncertificated
REMIC I Regular Interest LTB4, Uncertificated REMIC I Regular
Interest LTB5,
Uncertificated REMIC I Regular Interest LTB6, Uncertificated REMIC
I Regular
Interest LTB7, Uncertificated REMIC I Regular Interest LTB8 and
Uncertificated
REMIC I Regular Interest LTB9.
Credit Enhancement Percentage: For any Distribution Date and any
Class of
Certificates, the percentage equivalent of a fraction the numerator
of which is
equal to the aggregate Certificate Principal Balances of all
Classes of
Certificates that are subordinate to such Class of Certificates and
the
denominator of which is equal to the aggregate Stated Principal
Balances of the
Mortgage Loans as of the Due Date of the related Due Period.
Cumulative Realized Losses: The aggregate Realized Losses incurred
in respect of
Liquidated Mortgage Loans since the Cut-off Date.
Cumulative Realized Loss Percentage: With respect to any
Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the
aggregate
amount of Cumulative Realized Losses incurred on the Mortgage Loans
from the
Cut-off Date through the last day of
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the related Due Period and the denominator of which is the
aggregate Cut-off
Date Balance of the Mortgage Loans.
Custodial Account: The account or accounts established and
maintained pursuant
to each Servicing Agreement for the deposit of principal and
interest
collections on the Mortgage Loans.
Custodial Agreement: The Custodial Agreement, dated as of September
1, 2006, by
and between the Trustee and the Custodian, as amended or modified
from time to
time.
Custodian: Wells Fargo Bank, N.A., or its successor in interest or
assigns in
its capacity as custodian under the Custodial Agreement
Cut-off Date: September 1, 2006.
Cut-off Date Balance: The aggregate Stated Principal Balance of the
Mortgage
Loans as of the close of business on the Cut-off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the
Scheduled Monthly Payment that the related Mortgagor is obligated
to pay on any
Due Date as a result of any proceeding under bankruptcy law or any
similar
proceeding.
Deferred Interest: With respect to any Mortgage Loan and the
related Due Date,
the excess, if any, of the amount of interest accrued on such
Mortgage Loan from
the preceding Due Date to such Due Date over the monthly interest
payment due on
such Due Date.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court
of competent jurisdiction of the Mortgaged Property in an amount
less than the
then-outstanding indebtedness under the Mortgage Loan, or any
reduction in the
amount of principal to be paid in connection with any Scheduled
Monthly Payment
that results in a permanent forgiveness of principal, which
valuation or
reduction results from an order of such court which is final and
non-appealable
in a proceeding under the Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a physical
certificate and
any Certificate issued in lieu of a Book-Entry Certificate pursuant
to Section
9.02(e).
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the
Trust Fund
or as to which one or more Qualified Substitute Mortgage Loans are
substituted
therefor.
Delinquency Rate: For any Due Period, the fraction, expressed as a
percentage,
the numerator of which is the aggregate Stated Principal Balance of
all Mortgage
Loans that are 60 or more days Delinquent (including all Mortgage
Loans in
foreclosure, all REO Properties and all Mortgage Loans for which
the Mortgagor
has filed for bankruptcy after the Closing Date) as of the close of
business on
the last day of the preceding calendar month, and the denominator
of which is
the aggregate Stated Principal Balance of the Mortgage Loans as of
the close of
business on the last day of such calendar month.
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<PAGE>
Delinquent: Any Mortgage Loan with respect to which a Scheduled
Monthly Payment
would be "delinquent" as determined in accordance with the Mortgage
Bankers
Association determination of a delinquent mortgage loan.
Depositor: Lares Asset Securitization, Inc., a Delaware
corporation, or its
successors in interest.
Depository: The initial Depository shall be The Depository Trust
Company, the
nominee of which is Cede & Co., as the registered Holder of the
Book-Entry
Certificates. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(a)(5) of the UCC of the State of New York
and
registered as a "clearing agency" pursuant to Section 17A of the
Exchange Act as
amended.
Determination Date: With respect to any Distribution Date and
Servicer, the
Business Day preceding the related Servicer Remittance Date or as
otherwise
specified in the related Servicing Agreement.
Disqualified Organization: (a) The United States, any State or
political
subdivision thereof, any foreign government, any international
organization, or
any agency or instrumentality of any of the foregoing; (b) any
organization
(other than a farmer's cooperative as defined in Section 521 of the
Code) that
is exempt from federal income taxation (including taxation under
the unrelated
business taxable income provisions of the Code); (c) any rural
telephone or
electrical service cooperative described in Section 1381(a)(2)(C)
of the Code;
(d) any foreign permanent establishment or fixed base (within the
meaning of an
applicable income tax treaty) of a U.S. Person; (e) any "electing
large
partnership"; or (f) any other entity so designated by Treasury
rulings or
regulations promulgated or otherwise in effect as of the date
hereof. In
addition, a corporation will not be treated as an instrumentality
of the United
States or of any state or political subdivision thereof if all of
its activities
are subject to tax and, with the exception of Freddie Mac, a
majority of its
board of directors is not selected by such governmental unit.
Distribution Account: The separate account established and
maintained pursuant
to Section 8.01.
Distribution Date: The 25th day of each calendar month or if the
25th day is not
a Business Day, the next succeeding Business Day, commencing in
October 2006.
Distribution Date Report: As defined in Section 4.06.
Due Date: The day of the month on which the Scheduled Monthly
Payment is due on
a Mortgage Loan, exclusive of any days of grace, as specified in
the related
Mortgage Note.
Due Period: With respect to any Distribution Date and a Mortgage
Loan, the
period commencing on the second day of the month immediately
preceding the month
in which such Distribution Date occurs (or the day following the
Cut-off Date in
respect of the first Due Period) and ending at the close of
business on the
first day of the calendar month in which such Distribution Date
occurs.
EDGAR: The "Electronic Data Gathering, Analysis, and Retrieval"
system of the
Commission, which performs automated collection, validation,
indexing,
acceptance, and forwarding of
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<PAGE>
submissions by companies and others who are required by law to file
forms with
the Commission.
Eligible Account: Any of
(a)
an account or accounts maintained with a federal or state
chartered
depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution
or trust
company that is the principal subsidiary of a holding company, the
short-term
unsecured debt obligations of such holding company) are rated in
the highest
short term rating category of each Rating Agency at the time any
amounts are
held on deposit therein;
(b)
an account or accounts the deposits in which are fully insured by
the
FDIC (to the limits established by it), the uninsured deposits in
which account
are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered
to the Securities Administrator, the Trustee and each Rating
Agency, the Trustee
on behalf of the Certificateholders will have a claim with respect
to the funds
in the account or a perfected first priority security interest
against the
collateral (which shall be limited to Permitted Investments)
securing those
funds that is superior to claims of any other depositors or
creditors of the
depository institution with which such account is maintained and
which uninsured
deposits shall not cause any Rating Agency to reduce its
then-current rating on
any Certificate, as evidenced by a rating confirmation from each
such Rating
Agency;
(c)
a trust account or accounts maintained with the trust department of
a
federal or state chartered depository institution, national banking
association
or trust company acting in its fiduciary capacity; or
(d)
an account otherwise acceptable to each Rating Agency without
reduction
or withdrawal of its then current ratings of the Certificates as
evidenced by a
letter from such Rating Agency to the Securities Administrator and
the Trustee.
Eligible Accounts may bear interest.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class R, Class RX, Class
C and Class P
Certificates and any Class of Certificates that is subordinated to
any other
Class of Certificates or with a rating less than "AA-" by S&P
or Aa3" by
Moody's.
Errors and Omissions Insurance Policy: An errors and omissions
insurance policy
to be maintained by each Servicer pursuant to the applicable
Servicing Agreement
or by the Master Servicer pursuant to Section 5.03.
Escrow Account: The separate account or accounts created and
maintained by each
Servicer pursuant to each Servicing Agreement for the deposit of
taxes and
insurance collections on the Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting
ground rents, taxes, assessments, water rates, sewer rents,
municipal charges,
fire and hazard insurance
24
<PAGE>
premiums, condominium charges, and any other payments required to
be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any
other related
document.
Excess Cash Flow: With respect to any Distribution Date, an amount
equal to
Available Funds remaining after distribution of all amounts
pursuant to Section
8.05(a)(i) and (ii).
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: Fannie Mae, 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.
FICO: The credit score used for underwriting a Mortgage Loan.
Fidelity Bond: A fidelity bond to be maintained by each Servicer
pursuant to the
applicable Servicing Agreement or by the Master Servicer pursuant
to Section
5.03.
Final Certification: A certification as to the completeness of each
Mortgage
File provided by the Custodian within 90 days following the Closing
Date in
accordance with the Custodial Agreement.
Final Scheduled Distribution Date: The Distribution Date following
the month of
the scheduled maturity date of the Mortgage Loan having the latest
scheduled
maturity date as of the Cut-off Date.
Fixed Rate Mortgage Loan: Any Mortgage Loan for which the Mortgage
Rate is
constant and is not determined by reference to an Index, and
identified as such
on the Mortgage Loan Schedule.
Form 8-K Disclosure Information: As defined in Section
4.05(a)(iii).
Freddie Mac: The Federal Home Loan Mortgage Corporation (FHLMC), or
any
successor thereto.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed
percentage amount set forth in the related Mortgage Note which is
added to the
Index in order to determine the related Mortgage Rate, as set forth
in the
Mortgage Loan Schedule.
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 Securities
and Exchange
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,
25
<PAGE>
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 Certification: A certification as to the completeness of
each Mortgage
File provided by the Custodian on the Closing Date in accordance
with the
Custodial Agreement.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund,
any Primary Mortgage Insurance Policy or any other insurance policy
(including
any policy covering any Mortgage Loan or Mortgaged Property,
including without
limitation, any hazard insurance policy required pursuant to
Section 5.14, any
title insurance policy relating thereto and any Federal Housing
Administration
insurance policies and Department of Veterans Affairs insurance
policies),
including all riders and endorsements thereto in effect, including
any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance
Policy, in each case other than any amount included in such
Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance
policy with respect to the Mortgage Loans.
Interest Distribution Amount: For each Class of Certificates on any
Distribution
Date, the Accrued Certificate Interest for such Class for such
Distribution Date
minus the amount, if any, by which the Accrued Certificate Interest
for such
Class for such Distribution Date exceeds the Adjusted Accrued
Certificate
Interest for such Class for such Distribution Date, which such
excess shall be
paid through the Additional Negative Amortization Amount on future
Distribution
Dates as specified in Section 8.05(a)(iii).
Investment Letter: As defined in Section 9.02.
Issuing Entity: Luminent Mortgage Trust 2006-6.
LIBOR: As to any Distribution Date, the London Interbank offered
rate for
one-month U.S. Dollar deposits, as determined by the Securities
Administrator in
accordance with Section 8.03.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan (including any REO Property) which was liquidated in
the
Prepayment Period related to such Distribution Date and as to which
the
applicable Servicer has certified to the Master Servicer and the
Securities
Administrator that it has received all amounts it expects to
receive in
connection with the liquidation of such Mortgage Loan, including
the final
disposition of any REO Property.
Liquidation Expenses: With respect to a Mortgage Loan in
liquidation,
unreimbursed expenses paid or incurred by or for the account of the
Servicer,
such expenses including (a) property protection expenses, (b)
property sales
expenses, (c) foreclosure and sale costs, including court costs and
reasonable
attorneys' fees, and (d) similar expenses reasonably paid or
incurred in
connection with liquidation.
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<PAGE>
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 or otherwise, or the sale of
the related
Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the
Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to Mortgage Loan secured
by a first
lien mortgage, the ratio of the original loan amount of such
Mortgage Loan at
its origination (unless otherwise indicated) to (a) the Appraised
Value of the
Mortgaged Property. With respect to any Mortgage Loan secured by a
junior lien
position, a fraction, expressed as a percentage, the numerator of
which is the
sum of (1) the original loan amount of the related Mortgage Loan
and (2) any
outstanding principal balance of Mortgage Loans the liens on which
are equal in
priority or senior to the lien on such related Mortgage Loan (each
such sum
calculated at the date of origination of such related Mortgage
Loan), and the
denominator of which is the Appraised Value of the Mortgaged
Property.
London Business Day: Any day other than a Saturday or a Sunday or a
day on which
banking institutions in the cities of London, England or New York,
New York are
required or authorized by law to be closed.
Losses: As defined in Section 12.03.
LPMI Fee Rate: With respect to any Mortgage Loan that is indicated
in the
Mortgage Loan Schedule as covered by an LPMI Policy, the rate
defined in the
applicable Servicing Agreement, and set forth on the Mortgage Loan
Schedule.
LPMI Policy: A Primary Mortgage Insurance Policy with respect to a
Mortgage
Loan, the premiums of which are paid by someone other than the
Mortgagor from
its own funds, without reimbursement.
LPMI Proceeds: Proceeds of any LPMI Policy.
Majority in Interest: As to the Certificates or any Class thereof,
the Holders
of Certificates or Certificates of such Class evidencing, in the
aggregate, at
least 51% of the Percentage Interests evidenced by all Certificates
or all
Certificates of such Class.
Margin Stepup Date: The first Distribution Date after the date on
which the
Clean-up Call may be exercised.
Marker Rate: With respect to the Class C Interest and any
Distribution Date, a
per annum rate equal to two times the weighted average of the
Uncertificated
REMIC I Pass-Through Rates for each Uncertificated REMIC I Regular
Interest
(other than Uncertificated REMIC I Regular Interest LTAA), with the
rate on each
such Uncertificated REMIC I Regular Interest (other than
Uncertificated REMIC I
Regular Interest LTZZ) subject to the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin and (ii) the Net WAC Rate for the purpose of
this
calculation for such Distribution Date and with the rate on
Uncertificated REMIC
I Regular Interest LTZZ subject to a cap of zero for the purpose of
this
calculation; provided, however, that solely for this purpose,
calculations of
the Uncertificated REMIC I Pass-Through Rate and the related caps
with respect
to each Uncertificated REMIC I Regular Interest (other than
Uncertificated REMIC
27
<PAGE>
I Regular Interest LTAA and Uncertificated REMIC I Regular Interest
LTZZ) shall
be multiplied by a fraction, the numerator of which is the actual
number of days
in the Accrual Period and the denominator of which is 30.
Master Servicer: Wells Fargo Bank, N.A. and its successors and
assigns, in its
capacity as master servicer hereunder.
Master Servicer Event of Default: As defined in Section 5.09.
Master Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an
amount equal to (i) one twelfth of the Master Servicing Fee Rate
multiplied by
(ii) the Stated Principal Balance of such Mortgage Loan as of the
Due Date in
the prior calendar month.
Master Servicing Fee Rate: 0.0135% per annum.
Material Defect: With respect to any Mortgage Loan, as defined in
Section 2.05.
Maximum LTZZ Uncertificated Interest Deferral Amount: With respect
to any
Distribution Date, the excess of (i) accrued interest at the
Uncertificated
REMIC I Pass-Through Rate applicable to Uncertificated REMIC I
Regular Interest
LTZZ for such Distribution Date on a balance equal to the
Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interest LTZZ
minus the
Uncertificated REMIC I Overcollateralization Amount, in each case
for such
Distribution Date, over (ii) the Uncertificated Interest on each
Uncertificated
REMIC I Regular Interest (other than Uncertificated REMIC I Regular
Interest
LTAA and Uncertificated REMIC I Regular Interest LTZZ) for such
Distribution
Date, with the rate on each such Uncertificated REMIC I Regular
Interest subject
to a cap equal to the lesser of (i) LIBOR plus the applicable
Pass-Through
Margin and (ii) the Net WAC Rate; provided, however, that solely
for this
purpose, calculations of the Uncertificated REMIC I Remittance Rate
and the
related caps with respect to each Uncertificated REMIC I Regular
Interest (other
than Uncertificated REMIC I Regular Interest LTAA and
Uncertificated REMIC I
Regular Interest LTZZ) shall be multiplied by a fraction, the
numerator of which
is the actual number of days in the Accrual Period and the
denominator of which
is 30.
MERS: MERSCORP, Inc., its successor and assigns.
MERS Designated Mortgage Loan: A Mortgage Loan for which (a) the
Seller has
designated or will designate MERS as, and have taken or will take
such action as
is necessary to cause MERS to be, the mortgagee of record, as
nominee for the
Seller and its successors and assigns, in accordance with MERS
Procedures Manual
and (b) the Seller has designated or will designate the Trustee as
the Investor
on the MERS(R) System.
MERS Procedures Manual: The MERS Procedures Manual, as it may be
amended,
supplemented or otherwise modified from time to time.
MERS(R) System: MERS mortgage electronic registry system, as more
particularly
described in the MERS Procedures Manual.
28
<PAGE>
Monthly Advance: With respect to any Mortgage Loan on any
Determination Date, an
amount equal to the portion of each Scheduled Monthly Payment (or
in the case of
EMC Mortgage Corporation, the interest portion of such Scheduled
Monthly
Payment) due in the Due Period to which such Determination Date
relates that is
delinquent at the close of business on such Determination Date,
excluding any
balloon payment or any shortfalls attributable to the Relief
Act.
Moody's: Moody's Investors Service, Inc.
Mortgage: The mortgage, deed of trust or other instrument securing
a Mortgage
Note, which creates a lien on an estate in fee simple or leasehold
estate in
real property securing the Mortgage Note.
Mortgage File: The mortgage documents listed on Exhibit C hereto
pertaining to a
particular Mortgage Loan.
Mortgage Loan: An individual Mortgage Loan which is the subject of
this
Agreement, each Mortgage Loan sold and subject to this Agreement
being
identified on the Mortgage Loan Schedule hereto, which Mortgage
Loan includes
without limitation the Mortgage File, the Scheduled Monthly
Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds,
REO Disposition Proceeds and all other rights, benefits, proceeds
and
obligations arising from or in connection with such Mortgage
Loan.
Mortgage Loan Documents: The documents referred to in Section (a)
of Exhibit C.
Mortgage Loan Purchase Agreement: Any of (i) the Standard Terms and
Provisions
of Sale and Servicing Agreement dated March 30, 2006 by and between
Residential
Funding Corporation as seller and master servicer and Luminent
Mortgage Capital,
Inc., Mercury Mortgage Finance Statutory Trust and the Seller as
the initial
owner, as supplemented by Reference Agreements dated March 30,
2006, July 28,
2006 and August 30, 2006, each by and between Residential Funding
Corporation as
seller and master servicer and Maia Mortgage Finance Statutory
Trust as the
initial owner, as amended by the Reconstituted Servicing Agreement
dated
September 28, 2006 by and between Residential Funding Corporation,
the
Depositor, the Seller and Wells Fargo Bank, N.A. (and acknowledged
by the
Trustee) and the First Amendment to Standard Terms and Provisions
of Sale and
Servicing Agreement dated as of August 30, 2006 among Residential
Funding
Corporation, Luminent Mortgage Capital, Inc., Mercury Mortgage
Finance Statutory
Trust and the Seller; (ii) the Amended and Restated Purchase,
Warranties and
Servicing Agreement dated April 24, 2006 by and between EMC
Mortgage Corporation
as the company and Luminent Mortgage Capital, Inc., Mercury
Mortgage Finance
Statutory Trust and the Seller as purchasers, as amended by the
Reconstituted
Servicing Agreement dated September 28, 2006 by and between EMC
Mortgage
Corporation, the Depositor, the Seller and Wells Fargo Bank, N.A.
(and
acknowledged by the Trustee); (iii) the Flow Sale and Servicing
Agreement dated
April 21, 2006 by and between IndyMac Bank, F.S.B. as the company
and Luminent
Mortgage Capital, Inc., Mercury Mortgage Finance Statutory Trust
and the Seller
as purchasers, as amended by the Reconstituted Servicing Agreement
dated
September 28, 2006 by and between IndyMac Bank, F.S.B., the
Depositor, the
Seller and Wells Fargo Bank, N.A. (and acknowledged by the
Trustee); (iv) the
Master Mortgage Loan Purchase and Servicing
29
<PAGE>
Agreement dated December 15, 2003 by and between Countrywide Home
Loans, Inc. as
the company and Citigroup Global Markets Realty Corp. as the
purchaser, as
amended by Amendment Reg AB to the Amended and Restated Master
Mortgage Loan
Purchase and Servicing Agreement dated February 28, 2006 by and
between
Citigroup Global Markets Realty Corp. as purchaser and Countrywide
Home Loans,
Inc., as amended by the Assignment, Assumption and Recognition
Agreement dated
August 15, 2006 among Citigroup Global Markets Realty Corp. as
assignor, Maia
Mortgage Finance Statutory Trust as assignee and Countrywide Home
Loans, Inc.,
as further amended by the Reconstituted Servicing Agreement dated
September 28,
2006 by and between Countrywide Home Loans, Inc., the Depositor,
the Seller and
Wells Fargo Bank, N.A. (and acknowledged by the Trustee); and (v)
the Mortgage
Loan Purchase Agreement dated September 1, 2006, by and between
MortgageIT as
the seller and Barclays Bank PLC as the purchaser, as amended by
the Assignment
and Recognition Agreement dated as of September 15, 2006 by and
among Barclays
Bank PLC as assignor, Maia Mortgage Finance Statutory Trust as
assignee and
MortgageIT, Inc. as the company, the Mortgage Loans transferred
under such
agreements being serviced pursuant to the Interim Servicing
Agreement dated
September 1, 2006 by and among GMAC Mortgage Corporation as the
company, Maia
Mortgage Finance Statutory Trust Statutory Trust as the initial
owner and Wells
Fargo Bank, N.A. as master servicer and securities administrator
(and
acknowledged by the Trustee), and the Servicing Agreement dated
July 17, 2006 by
and among Central Mortgage Company as servicer and Luminent
Mortgage Capital,
Inc., Maia Mortgage Finance Statutory Trust and Mercury Mortgage
Finance
Statutory Trust as owner, as amended by the Reconstituted Servicing
Agreement
dated September 28, 2006 by and between Central Mortgage Company,
the Depositor,
the Seller and Wells Fargo Bank, N.A. (and acknowledged by the
Trustee).
Mortgage Loan Remittance Rate: With respect to any Mortgage Loan,
the related
Mortgage Rate less the sum of the Servicing Fee Rate and the LPMI
Fee Rate.
Mortgage Loan Schedule: The list of Mortgage Loans transferred to
the Trustee,
or the Custodian on its behalf, as part of the Trust Fund and from
time to time
subject to this Agreement attached hereto as Schedule A that sets
forth the
information required on Exhibit B for each Mortgage Loan.
Mortgage Note: With respect to any Mortgage Loan, the original
executed note or
other evidence of indebtedness evidencing the indebtedness of a
Mortgagor under
such Mortgage Loan, including any riders or addenda thereto.
Mortgage Rate: With respect to each Mortgage Loan, the annual rate
at which
interest accrues on such Mortgage Loan from time to time in
accordance with the
provisions of the related Mortgage Note.
Mortgaged Property: With respect to any Mortgage Loan, the real
property
securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: With respect to any Mortgage Loan, the obligor on a
Mortgage Note.
30
<PAGE>
Net Prepayment Interest Shortfalls: As to any Distribution Date,
the amount by
which the aggregate of Prepayment Interest Shortfalls during the
related
Prepayment Period exceeds the Compensating Interest Payments made
with respect
to such Distribution Date.
Net WAC Cap Carryover Amount: For any Distribution Date for the
Class A-2A
Certificates, for the benefit of the Cap Provider while the Cap
Agreement is in
effect, the sum of (i) the Cap Payment for such Distribution Date,
if any, and
(ii) any Cap Payment, or portion thereof, remaining unpaid with
respect to any
prior Distribution Dates, with interest thereon at the Pass-Through
Rate for the
Class A-2A Certificates for such Distribution Date but only to the
extent
previously unreimbursed to the Cap Provider by Excess Cash
Flow.
For
any Distribution Date for any Class of Class A Certificates
(including
the Class A-2A Certificates if the Cap Agreement is not in effect)
and for any
Class of Class B Certificates, the sum of (i) if on such
Distribution Date the
Pass-Through Rate for the related Class of Certificates is based on
the Net WAC
Rate, the excess, if any, of (a) the Accrued Certificate Interest
that would
have been payable on such Distribution Date had the Pass-Through
Rate for the
related Class of Certificates been calculated at the LIBOR-based
rate with
respect to such Class of Certificates over (b) the Accrued
Certificate Interest
for such Distribution Date, calculated at the Net WAC Rate and (ii)
any Net WAC
Cap Carryover Amount remaining unpaid from prior Distribution
Dates, with
interest thereon at the related Pass-Through Rate, computed without
regard to
the Net WAC Rate, for such Distribution Date, but only to the
extent previously
unreimbursed by Excess Cash Flow.
Net WAC Rate: As to any Distribution Date, a per annum rate equal
to the product
of (a) the weighted average of the Mortgage Rates (less the
applicable Servicing
Fee Rate, Master Servicing Fee Rate and LPMI Fee Rate) of the
Mortgage Loans as
of the first day of the Due Period for such Distribution Date,
weighted on the
basis of the Stated Principal Balances thereof as of the beginning
of the
related Due Period, and (b) by a fraction the numerator of which is
30 and the
denominator of which is the number of days in the related Accrual
Period.
Non-Mortgagor Prepayment Premium Payment Amount: With respect to
any Mortgage
Loan that is prepaid in full and that is subject to a Prepayment
Premium, in any
case where the Mortgage Loan Schedule indicates that the Issuing
Entity owns
such Prepayment Premium, the amount payable by the related Servicer
in respect
of any such Prepayment Premium that is waived or not collected.
Such amount
shall equal the difference between the amount of Prepayment Premium
due by the
related Mortgagor (and not properly waived) and the actual amount
paid. Such
amounts, to the extent payable by the related Servicer pursuant to
its Servicing
Agreement shall not be part of any Trust REMIC.
Non-permitted Foreign Holder: As defined in Section 9.02.
Non-recoverable Advance: Any Servicing Advance (in respect of the
related
Servicer only) or Monthly Advance previously made or proposed to be
made in
respect of a Mortgage Loan or REO Property by the related Servicer
or Master
Servicer (in its capacity as successor servicer) which, in the good
faith
judgment of the related Servicer or Master Servicer, as applicable,
in
accordance with Accepted Servicing Practices will not or, in the
case of a
proposed Servicing Advance or Monthly Advance, would not,
ultimately be
recoverable by such Servicer or Master
31
<PAGE>
Servicer from the related Mortgagor, related Liquidation Proceeds,
Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds or
otherwise. The
determination by the related Servicer that all or a portion of a
Servicing
Advance or Monthly Advance would be a Non-recoverable Advance shall
be evidenced
by an Officer's Certificate delivered to the Master Servicer and
the Securities
Administrator setting forth such determination and a reasonable
explanation
thereof.
Non-U.S. Person: A Person that is not a U.S. Person.
Notional Amount: With respect to the Class C Certificates, a
notional amount
equal to the aggregate principal balance of the Uncertificated
REMIC I Regular
Interests. With respect to the Class C Interest, a notional amount
equal to the
aggregate principal balance of the Uncertificated REMIC I Regular
Interests.
Offered Certificates: The Class A and Class B Certificates (other
than the Class
B-9 Certificates).
Officer's Certificate: A certificate (a) signed by the Chairman of
the Board,
the Vice Chairman of the Board, the President, a Managing Director,
a Vice
President, an Assistant Vice President, the Treasurer, the
Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor
or the
Servicer, as the case may be, or (b), if provided for in this
Agreement, signed
by a Servicing Officer and delivered to the Depositor, the Master
Servicer, the
Securities Administrator and the Trustee, as the case may be, as
required by
this Agreement.
Opinion of Counsel: A written opinion of counsel, which shall not
be at the
expense of the Master Servicer, the Securities Administrator or the
Trustee, who
may be counsel for the Seller, the Servicer, the Custodian, the
Depositor, the
Master Servicer, the Securities Administrator or the Trustee,
including in-house
counsel, reasonably acceptable to the Securities Administrator, the
Trustee
and/or the Master Servicer, as applicable; provided, however, that
with respect
to the interpretation or application of the federal income tax or
ERISA matters,
such counsel must be nationally recognized as expert in the federal
income tax
or ERISA aspects, as applicable, of asset securitization and must
be Independent
of the Securities Administrator, the Trustee and the Master
Servicer.
Originator: Any of Residential Funding Corporation, MortgageIT,
Inc.,
Countrywide Home Loan, Inc., EMC Mortgage Corporation and IndyMac
Bank, F.S.B.
Outstanding: As of the date of determination, all Certificates
theretofore
executed authenticated and delivered under this Agreement
except:
(a)
Certificates theretofore cancelled by the Certificate Registrar
or
delivered to the Certificate Registrar for cancellation;
(b)
Certificates the payment for which money in the necessary amount
has
been theretofor deposited with the Securities Administrator in
trust for the
Holders of such Certificates (provided, however, that if such
Certificates are
to be redeemed, notice of such redemption has been duly given
pursuant to this
Agreement or provision for such notice has been made, satisfactory
to the
Securities Administrator); and
32
<PAGE>
(c)
Certificates in exchange for or in lieu of which other
Certificates
have been authenticated and delivered pursuant to this Agreement
unless proof
satisfactory to the Securities Administrator is presented that any
such
Certificates are held by a bona fide purchaser;
provided, that in determining whether the Certificateholders of the
requisite
Outstanding Balance of the Certificates have given any request,
demand,
authorization, direction, notice, consent or waiver hereunder.
Certificates
owned by the Depositor, any Servicer, or any Affiliate of any of
the foregoing
Persons shall be disregarded and deemed not to be Outstanding,
except that, in
determining whether the Trustee shall be protected in relying upon
any such
request, demand, authorization, direction, notice, consent or
waiver, only
Certificates that a Responsible Officer of the Trustee actually
knows to be so
owned shall be so disregarded (unless such action requires the
consent, waiver,
request or demand of 100% of the outstanding balance represented by
a particular
Class and 100% of the outstanding balance represented by such Class
is
registered in the name of one or more of the foregoing entities).
Certificates
so owned that have been pledged in good faith may be regarded as
Outstanding if
the pledgee establishes to the satisfaction of the Trustee the
pledgee's right
so to act with respect to such Certificates and that the pledgee is
not the
Depositor, any Servicer, or any Affiliate of any of the foregoing
Persons.
Overcollateralization Amount: For any Distribution Date, the
amount, if any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans, exceeds
(ii) the aggregate Certificate Principal Balance of the Class A
Certificates and
Class B Certificates as of such Distribution Date (after taking
into account the
principal distributed on that Distribution Date and the increase of
any
Certificate Principal Balance of any Class of Certificates as a
result of
Subsequent Recoveries).
Overcollateralization Deficiency Amount: With respect to any
Distribution Date,
the excess, if any, of the Target Overcollateralization Amount for
such
Distribution Date over the Overcollateralization Amount for such
Distribution
Date, after giving effect to distributions of the principal on, but
prior to
allocation of the Realized Losses to the Certificates, on such
Distribution
Date.
Ownership Interest: As to any Certificate, any ownership or
security interest in
such Certificate, including any interest in such Certificate as the
Holder
thereof and any other interest therein, whether direct or indirect,
legal or
beneficial, as owner or as pledgee.
Pass-Through Margin: With respect to the Offered Certificates, the
following
percentages:
PRIOR TO MARGIN
ON AND AFTER MARGIN
STEPUP DATE
STEPUP DATE
---------------
-------------------
Class A-1 Certificates
0.200%
0.400%
Class A-2A Certificates
0.170%
0.340%
Class A-2B Certificates
0.240%
0.480%
Class A-3 Certificates
0.280%
0.560%
Class B-1 Certificates
0.380%
0.570%
Class B-2 Certificates
0.410%
0.615%
33
<PAGE>
PRIOR TO MARGIN
ON AND AFTER MARGIN
STEPUP DATE
STEPUP DATE
---------------
-------------------
Class B-3 Certificates
0.440%
0.660%
Class B-4 Certificates
0.550%
0.825%
Class B-5 Certificates
0.600%
0.900%
Class B-6 Certificates
0.670%
1.005%
Class B-7 Certificates
1.500%
2.250%
Class B-8
Certificates
1.500%
2.250%
Class B-9 Certificates
1.500%
2.250%
Pass-Through Rate: With respect to the REMIC Regular Interest
portion of each of
the Class A and Class B Certificates, a per annum rate equal to the
lesser of
(a) LIBOR plus the related Pass-Through Margin and (b) the Net WAC
Rate for such
Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate
per
annum equal to the percentage equivalent of a fraction, the
numerator of which
is the sum of interest on the Uncertificated Principal Balance of
each
Uncertificated REMIC I Regular Interest listed in clause (y) at a
rate equal to
the related Uncertificated REMIC I Pass-Through Rate minus the
Marker Rate and
the denominator of which is (y) the aggregate Uncertificated
Principal Balance
of each Uncertificated REMIC I Regular Interest.
With
respect to the Class C Certificate, 100% of the interest
distributable
on the Class C Interest.
With
respect to the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Pass-Through Rate.
The
Class R Certificates and the Class RX Certificates shall not have
a
Pass-Through Rate.
Paying Agent: The Person appointed to make distributions on the
Certificates.
Payment Adjustment Date: With respect to any Mortgage Loan, each
date on which
the Scheduled Monthly Payment for such Mortgage Loan is adjusted,
as indicated
on the Mortgage Loan Schedule.
Payment Cap: With respect to any Mortgage Loan, the limit, if any,
contained in
the related Mortgage Note restricting the adjustment of the related
Scheduled
Monthly Payment on any Payment Adjustment Date, as indicated on the
Mortgage
Loan Schedule.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate (other than the Class
C
Certificates), the percentage equal to the percentage obtained by
dividing the
initial Certificate Principal Balance of such Certificate by the
initial
aggregate Certificate Principal Balances of all Certificates of
such Class and,
with respect to the Class C Certificates, the percentage interest
set forth on
the face thereof,
34
<PAGE>
provided, however, that the sum of all such percentages for the
Class C
Certificates shall total 100%.
Permitted Investments: Any one or more of the following obligations
or
securities held in the name of the Trustee for the benefit of
the
Certificateholders acquired at a purchase price of not greater than
par,
regardless of whether issued or managed by the Depositor, the
Trustee, the
Master Servicer, the Securities Administrator or any of their
respective
affiliates or for which an affiliate serves as an advisor, will be
considered a
permitted investment:
(a) direct obligations of, or obligations fully guaranteed as
to
timely payment of principal and interest by, the United States or
any
agency or instrumentality thereof, provided such obligations are
backed by
the
full faith and credit of the United States;
(b) (A) demand and time deposits in, certificates of deposit
of,
bankers' acceptances issued by or federal funds sold by any
depository
institution or trust company (including the trustee, the
securities
administrator or the master servicer or their agents acting in
their
respective commercial capacities) incorporated under the laws of
the United
States of America, any state thereof or the District of Columbia
and
subject to supervision and examination by federal and/or state
authorities,
so
long as, at the time of such investment or contractual
commitment
providing for such investment, such depository institution or trust
company
or
its ultimate parent has a short-term unsecured debt rating in one
of the
two
highest available rating categories of each rating agency rating
the
Certificates and (B) any other demand or time deposit or deposit
account
that
is fully insured by the FDIC;
(c) repurchase obligations with respect to any security described
in
clause (i) above and entered into with a depository institution or
trust
company (acting as principal) incorporated under the laws of the
United
States of America, any state thereof or the District of Columbia
and rated
"A"
or higher by the rating agencies rating the Certificates;
(d) securities bearing interest or sold at a discount that are
issued
by
any corporation incorporated under the laws of the United States
of
America, any state thereof or the District of Columbia and that are
rated
by
each rating agency rating the Certificates in its highest
long-term
unsecured rating categories at the time of such investment or
contractual
commitment providing for such investment;
(e) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations) that is issued by
any
corporation rated incorporated under the laws of the United States
of
America, any state thereof or the District of Columbia that is by
each
rating agency rating the Certificates in its highest short-term
unsecured
debt
rating available at the time of such investment;
(f) units of United States money market funds (which may be
12b-l
funds, as contemplated by the Commission under the Investment
Company Act
of
1940) registered under the Investment Company Act of 1940
including
funds managed or advised by the trustee, the master servicer,
the
securities administrator or an affiliate thereof having the
35
<PAGE>
highest applicable rating from each rating agency rating the
Certificates
and
such fund; and
(g) if previously confirmed in writing to the Securities
Administrator, any other demand, money market or time deposit, or
any other
obligation, security or investment, as may be acceptable to each
rating
agency rating the Certificates in writing as a permitted investment
of
funds backing securities having ratings equivalent to its highest
initial
rating of the senior Certificates;
provided, however, that in each case, such Permitted Investment
shall have
a final maturity (giving effect to any applicable grace period) no
later than
the Business Day immediately preceding the Distribution Date (or,
if the
Securities Administrator or an Affiliate is the obligor on, or
managing or
advising, such Permitted Investment, the Distribution Date) next
following the
Due Period in which the date of investment occurs; provided,
further, however,
that, Permitted Investments may not include (i) any interest-only
security, any
security purchased at a price in excess of 100% of the par value or
any security
that provides for payments of both principal and interest derived
from
obligations underlying such instrument and the principal and
interest with
respect to such instrument provide a yield to maturity greater than
120% of the
yield to maturity at par of such underlying obligations, (ii) any
floating rate
security whose interest rate is inversely or otherwise not
proportionately
related to an interest rate index or is calculated as other than
the sum of an
interest rate index plus a spread, (iii) securities subject to an
offer, (iv)
any security with a rating from S&P which includes the
subscript "p," "pi," "q,"
"r" or "t", or (v) any investment, the income from which is or will
be subject
to deduction or withholding for or on account of any withholding or
similar tax.
Permitted Transferee: Any person other than:
(a) a Disqualified Organization;
(b) a Non-U.S. Person unless such Non-U.S. Person has furnished
the
transferor and the Trustee with a duly completed Internal Revenue
Service
Form
W-8ECI or any applicable successor form; and
(c) any other Person so designated by the Depositor based upon
an
Opinion of Counsel that the Transfer of an ownership interest in a
Residual
Certificate to such Person may cause any Trust REMIC to fail to
qualify as
a
REMIC at any time that the Certificates are outstanding.
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.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each
Mortgage Loan that was the subject of a Principal Prepayment in
full or in part
during the related Prepayment Period and that the related Servicer
applied to
reduce the outstanding principal balance of such Mortgage Loan on a
date
preceding the Due Date in the succeeding calendar month, an amount
equal to
interest at the applicable Mortgage Loan Remittance Rate on the
amount of such
36
<PAGE>
Principal Prepayment for the number of days commencing on the date
on which the
prepayment is applied and ending on the last day of the calendar
month preceding
such Distribution Date.
Prepayment Period: With respect to any Distribution Date and
Servicer, the
calendar month preceding the month in which the Distribution Date
occurs, or
such other period as set forth in the related Servicing
Agreement.
Prepayment Premium: With respect to a Mortgage Loan, the prepayment
charge or
penalty interest required to be paid by the Mortgagor in connection
with a
prepayment of the related Mortgage Loan, as provided in the related
Mortgage
Note or Mortgage, and as specified on the Mortgage Loan
Schedule.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty
insurance (including any LPMI Policy) or any replacement policy
therefor with
respect to any Mortgage Loan, in each case issued by an insurer
acceptable to
Fannie Mae or Freddie Mac.
Principal Distribution Amount: For any Distribution Date, the Basic
Principal
Distribution Amount for such Distribution Date minus the excess, if
any, of (i)
the Overcollateralization Amount for such Distribution Date over
(ii) the Target
Overcollateralization Amount.
Principal Prepayment: Any Mortgagor payment of principal 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, as
applicable.
Principal Remittance Amount: For any Distribution Date and the
Mortgage Loans to
the extent of funds available therefor, the excess of:
(a) the sum of:
(i) each payment of principal on a Mortgage Loan due on the
related Due Date and received by the Servicers on or prior to
the
related Determination Date, and any Advances with respect
thereto,
(ii) all Principal Prepayments received by the applicable
Servicer during the related Prepayment Period,
(iii) Condemnation Proceeds, Insurance Proceeds and net
Liquidation Proceeds allocable to principal and Subsequent
Recoveries,
in each case, as actually collected by the applicable Servicer
during
the related Prepayment Period,
(iv) the Repurchase Price allocable to principal received
during
the related Prepayment Period,
37
<PAGE>
(v) any Substitution Adjustment Amounts paid during the related
Prepayment Period, and
(vi) on the Distribution Date on which the Mortgage Loans and
related REO Property are purchased in accordance with Article XI,
the
portion of the Termination Price allocable to principal;
over
(b) the sum of:
(i) amounts available for reimbursement to the Servicers and/or
the Master Servicer of Advances and expenses pursuant to the
applicable Servicing Agreement and amounts reimbursable or payable
to
the Master Servicer, the Securities Administrator, the Custodian
and
the Trustee pursuant to this Agreement, and
(ii) the Deferred Interest arising during the related Due
Period.
Private Certificate: Any Class of Certificates that is not
registered under the
Securities Act.
Prospectus: The prospectus supplement, dated September 27, 2006,
together with
the accompanying prospectus dated July 20, 2006, relating to the
Offered
Certificates.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted for
a Deleted
Mortgage Loan which must, on the date of such substitution, meet
the following
criteria:
(a) have a Stated Principal Balance, after deduction of all
Scheduled
Monthly Payments due in the month of substitution (or in the case
of a
substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an
aggregate Stated Principal Balance), not in excess of the Stated
Principal
Balance of the Deleted Mortgage Loan;
(b) have a Mortgage Rate not less than, and not more than two
percentage points (2%) greater than, the Mortgage Rate of the
Deleted
Mortgage Loan;
(c) have a remaining term to maturity not greater than and not
more
than
one year less than that of the Deleted Mortgage Loan;
(d) comply with each representation and warranty set forth in
Section
2.07;
(e) be of the same type as the Deleted Mortgage Loan;
(f) have a Gross Margin not less than that of the Deleted
Mortgage
Loan, if the Deleted Mortgage Loan was an Adjustable Rate Mortgage
Loan;
(g) have at least the same lien priority as the lien priority of
the
Deleted Mortgage Loan;
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(h) have the same Index as the Deleted Mortgage Loan;
(i) have a credit score not less than that of the Deleted
Mortgage
Loan;
(j) have an LTV not greater than that of the Deleted Mortgage
Loan;
(k) have a Prepayment Premium with a term and an amount at least
equal
to
the Prepayment Premium of the Deleted Mortgage Loan; and
(l) have a credit grade not lower in quality than that of the
Deleted
Mortgage Loan.
Rating Agency: Each of Moody's and S&P.
Realized Loss: With respect to any (1) Liquidated Mortgage Loan, an
amount (not
less than zero or more than the Stated Principal Balance of the
Mortgage Loan)
as of the date of such liquidation, equal to (a) the Stated
Principal Balance of
the Liquidated Mortgage Loan as of the date of such liquidation,
plus (b)
interest on the Stated Principal Balance of such Liquidated
Mortgage Loan at the
Adjusted Net Mortgage Rate from the Due Date as to which interest
was last paid
or advanced (and not reimbursed) to Certificateholders up to the
Due Date in the
month in which Liquidation Proceeds related to such Mortgage Loan
are required
to be distributed, minus (c) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred (to the extent applied
as
recoveries of interest at the Adjusted Net Mortgage Rate and to
principal of the
Liquidated Mortgage Loan), (2) Mortgage Loan which has become the
subject of a
Deficient Valuation, if the principal amount due under the related
Mortgage Note
has been reduced, the difference between the principal balance of
the Mortgage
Loan outstanding immediately prior to such Deficient Valuation and
the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation
and (3)
Mortgage Loan which has become the subject of a Debt Service
Reduction, the
amount, if any, by which the principal portion of the related
Scheduled Monthly
Payment has been reduced.
Record Date: As to any Distribution Date and with respect to all
Certificates
(other than the Class C Certificates, the Class R Certificates and
the Class RX
Certificates), the last Business Day preceding such Distribution
Date. With
respect to the Class C Certificates, Class R Certificates and Class
RX
Certificates, the last Business Day of the calendar month preceding
the month in
which the Distribution Date occurs.
Regular Certificates: Any of the Class A Certificates, Class B
Certificates and
Class C Certificates.
Regular Interest: A "regular interest" in a REMIC within the
meaning of Section
860G(a)(1) of the Code.
Regulation AB: Subpart 229.1100 Asset Backed Securities (Regulation
AB), 17
C.F.R. Sections 229.110-229.1123, 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))
39
<PAGE>
or by the staff of the Commission, or as may be provided by the
Commission or
its staff from time to time.
Reinvestment Agreement: A guaranteed reinvestment agreement from a
bank,
insurance company or other corporation or entity organized under
the laws of the
United States or any state thereof under which no payments are
subject to any
withholding tax or, if subject to withholding tax imposed by any
jurisdiction,
the obligor thereunder is required to make "gross up" payments that
cover the
full amount of any such withholding tax on an after-tax basis;
provided that
such agreement provides that it is terminable by the purchaser,
without premium
or penalty, in the event that the rating assigned to such agreement
by any
Rating Agency is at any time lower than the rating required
pursuant to the
terms of this Agreement to be assigned to such agreement in order
to permit the
purchase thereof.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the various
parties, as set forth on Exhibit 1122 attached hereto. For
clarification
purposes, multiple parties can have responsibility for the same
Relevant
Servicing Criteria. With respect to a Servicing Function
Participant engaged by
the Master Servicer, the Securities Administrator or the Custodian,
the term
"Relevant Servicing Criteria" may refer to a portion of the
Relevant Servicing
Criteria applicable to such parties.
Relief Act: The Servicemembers Civil Relief Act, as such may be
amended from
time to time, or any similar state or local laws.
Relief Act Reductions: With respect to any Distribution Date and
any Mortgage
Loan as to which there has been a reduction in the amount of
interest
collectible thereon for the most recently ended calendar month as a
result of
the application of the Relief Act, the amount, if any, by which (a)
interest
collectible on such Mortgage Loan for the most recently ended
calendar month is
less than (b) interest accrued thereon for such month pursuant to
the Mortgage
Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section
860D of the Code.
REMIC I Interest Loss Allocation Amount: With respect to any
Distribution Date,
an amount (subject to adjustment based on the actual number of days
elapsed in
the respective Accrual Periods for the indicated Uncertificated
REMIC I Regular
Interests for such Distribution Date) equal to (a) the product of
(i) the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate
for REMIC I
Regular Interest LTAA minus the Marker Rate, divided by (b) 12.
REMIC I Overcollateralization Target Amount: 1.0% of the Target
Overcollateralization Amount.
REMIC I Overcollateralized Amount: With respect to any date of
determination,
(i) 1.0% of the aggregate Uncertificated Principal Balance of the
Uncertificated
REMIC I Regular Interests minus (ii) the aggregate Uncertificated
Principal
Balance of each Uncertificated REMIC I Regular Interest (other
than
Uncertificated REMIC I Regular Interest LTAA and Uncertificated
REMIC I Regular
Interest LTZZ) in each case as of such date of determination.
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<PAGE>
REMIC I Principal Loss Allocation Amount: With respect to any
Distribution Date,
an amount equal to the product of (i) aggregate Stated Principal
Balance of the
Mortgage Loans and REO Properties then outstanding and (ii) one
minus a
fraction, the numerator of which is two times the aggregate
Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest
(other than
Uncertificated REMIC I Regular Interest LTAA and Uncertificated
REMIC I Regular
Interest LTZZ) and the denominator of which is the aggregate
Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest
(other than
Uncertificated REMIC I Regular Interest LTAA).
REMIC Provisions: 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 promulgated thereunder, as the foregoing may be in
effect from time
to time as well as provisions of applicable state laws.
REMIC Regular Interest: Any Uncertificated REMIC I Regular Interest
or
Uncertificated REMIC II Regular Interest.
REO Disposition: The sale or other disposition of REO Property.
REO Disposition Proceeds: All amounts received with respect to an
REO Property
pursuant to the applicable Servicing Agreement.
REO Property: A Mortgaged Property acquired by a Servicer on behalf
of the
Issuing Entity through foreclosure or deed-in-lieu of foreclosure
in connection
with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 4.05(a)(iii).
Repurchase Price: With respect to any Mortgage Loan required to be
purchased
pursuant to this Agreement (other than pursuant to Section 11.01),
an amount
equal to the sum of (a) 100% of the Stated Principal Balance of the
Mortgage
Loan on the date of such purchase, (b) accrued interest thereon at
the
applicable Mortgage Rate from the date through which interest was
last paid by
the Mortgagor to the Due Date in the month following the month in
which the
Repurchase Price is to be distributed to the Certificateholders,
(c) any
unreimbursed Advances and (d) any costs and damages incurred in
connection with
the violation by such Mortgage Loan of any predatory or
anti-abusive lending
law.
Request for Release: The Request for Release submitted by the
related Servicer
to the Trustee or the Custodian on behalf of the Trustee, in the
form of Exhibit
D or in the form attached as an exhibit to the Custodial
Agreement.
Reserve Account: The trust account created and maintained by the
Securities
Administrator pursuant to Section 8.02. The Reserve Account shall
not be an
asset of any REMIC formed under this Agreement.
Residual Certificates: The Class R Certificates and the Class RX
Certificates.
Residual Interest: The sole class of "residual interests" in a
REMIC within the
meaning of Section 860G(a)(2) of the Code.
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<PAGE>
Responsible Officer: With respect to:
(a)
the Trustee, any managing director, any director, vice president,
any
assistant vice president, any associate, any assistant secretary or
any other
officer of the Trustee customarily performing functions similar to
those
performed by any of the above designated officers who at such time
shall be
officers to whom, with respect to a particular matter, the matter
is referred
because of the officer's knowledge of and familiarity with the
particular
subject and who has direct responsibility for the administration of
this
Agreement;
(b)
the Securities Administrator, any vice president, any managing
director, any director, any associate, any assistant vice
president, any
assistant secretary, any trust officer or any other officer or
employee of the
Securities Administrator customarily performing functions similar
to those
performed by any of the above designated officers and also to whom,
with respect
to a particular matter, such matter is referred because of such
officer's or
employee's knowledge of and familiarity with the particular subject
and in each
case who shall have direct responsibility for the administration of
this
Agreement; and
(c)
the Master Servicer, any vice president, any managing director,
any
director, any associate, any assistant vice president, any
assistant secretary,
any trust officer or any other officer or employee of the Master
Servicer
customarily performing functions similar to those performed by any
of the above
designated officers and also to whom, with respect to a particular
matter, such
matter is referred because of such officer's or employee's
knowledge of and
familiarity with the particular subject and in each case who shall
have direct
responsibility for the administration of this Agreement.
Rolling Three Month Delinquency Rate: With respect to any
Distribution Date, the
average of the Delinquency Rates for each of the three (or a
shorter period, in
the case of the first and second Distribution Dates) immediately
preceding Due
Periods.
Rule 144A Letter: As defined in Section 9.02.
S&P: Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies,
Inc.
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002, as amended from
time to
time, and the rules and regulations of the Commission promulgated
thereunder
(including any interpretations thereof by the Commission's
staff).
Sarbanes-Oxley Certification: A written certification signed by an
officer of
the Master Servicer that complies with (i) the Sarbanes-Oxley Act
of 2002, as
amended from time to time, and (ii) Exchange Act Rules 13a-14(d)
and 15d-14(d),
as in effect from time to time; provided that if, after the Closing
Date (a) the
Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred to in
clause (ii)
are modified or superceded by any subsequent statement, rule or
regulation of
the Commission or any statement of a division thereof, or (c) any
future
releases, rules and regulations are published by the Commission
from time to
time pursuant to the Sarbanes-Oxley Act of 2002, which in any such
case affects
the form or substance of the required certification and results in
the required
certification being, in the reasonable judgment of the Master
Servicer,
materially more onerous that then form of the required
certification as of the
Closing Date, the Sarbanes-Oxley Certification shall be as agreed
to by the
Master Servicer, the Depositor and the
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<PAGE>
Seller following a negotiation in good faith to determine how to
comply with any
such new requirements.
Scheduled Monthly 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 or pursuant to the Relief Act
(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 Monthly Payment that would have been due on the
related Mortgage
Loan if such Mortgage Loan had remained in existence.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, N.A., or any successor
or assigns in
its capacity as Securities Administrator under this Agreement.
Seller: Maia Mortgage Finance Statutory Trust, or any
successor.
Senior Principal Distribution Amount: For any applicable
Distribution Date on or
after the Stepdown Date as long as no Trigger Event has occurred
with respect to
such Distribution Date, an amount equal to the lesser of (A) the
aggregate
Principal Distribution Amount for such Distribution Date and (B)
the excess (if
any) of (x) the aggregate Certificate Principal Balance of the
Class A
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(a) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to the portion
of the
Scheduled Monthly Payments allocable to principal due the related
Due Date, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period, and after reduction
for Realized
Losses incurred during the related Prepayment Period) multiplied by
(i) for any
Distribution Date occurring prior to the Distribution Date in
September 2012,
80.625% and (ii) for any Distribution Date occurring on or after
the
Distribution Date in September 2012, 84.500% and (b) the amount, if
any, by
which (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to the
portion of the
Scheduled Monthly Payments allocable to principal due the related
Due Date, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period, and after reduction
for Realized
Losses incurred during the related Prepayment Period) exceeds (ii)
the sum of
0.50% of the Cut-off Date Balance and the aggregate Additional
Negative
Amortization Amount.
Servicer: Any of Countrywide Home Loans Servicing LP, Residential
Funding
Corporation, GMAC Mortgage Corporation, EMC Mortgage Corporation,
Central
Mortgage Company, Inc. and IndyMac Bank, F.S.B., and their
successors in
interest or assigns or any successor to the Servicers under the
Servicing
Agreements.
Servicer Event of Default: Any one of the conditions or
circumstances enumerated
in the applicable Servicing Agreement.
Servicer Remittance Date: The day in each calendar month on which
each Servicer
is required to remit payments to the Distribution Account, as
provided in the
related Servicing Agreement.
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<PAGE>
Servicer Report: The reports provided by each Servicer to the
Master Servicer
and the Securities Administrator pursuant to the related Servicing
Agreement.
Servicing Advances: All customary, reasonable and necessary "out of
pocket"
costs and expenses (including reasonable attorneys' fees and
disbursements)
other than Monthly Advances incurred prior to, on or after the
Cut-off Date in
the performance by each Servicer of its servicing obligations,
including, but
not limited to, the cost of (a) the inspection, maintenance,
preservation,
restoration and protection of any Mortgaged Property, (b) any
enforcement or
judicial proceedings, including foreclosures, in respect of a
particular
Mortgage Loan, including any expenses incurred in relation to any
such
proceedings that result from the Mortgage Loan being registered on
the MERS(R)
System, (c) the management (including reasonable fees in connection
therewith)
and liquidation of any REO Property, (d) compliance with the
obligations under
that applicable Servicing Agreement and (e) obtaining any legal
documentation
required to be included in the Mortgage File and/or correcting any
outstanding
title issues (i.e., any lien or encumbrance on the Mortgaged
Property that
prevents the effective enforcement of the intended lien position)
reasonably
necessary for each Servicer to perform its obligations under this
Agreement.
Servicing Advances also include any reasonable "out-of-pocket"
costs and
expenses (including legal fees) incurred by each Servicer in
connection with
executing and recording instruments of satisfaction, deeds of
reconveyance or an
Assignment of Mortgage to the extent not recovered from the
Mortgagor or
otherwise payable under this Agreement.
Servicing Agreement: Any of the following agreements:
(a) the Standard Terms and Provisions of Sale and Servicing
Agreement
dated as of March 30, 2006 by and between Residential Funding
Corporation
as
seller and master servicer and Luminent Mortgage Capital, Inc.,
Mercury
Mortgage Finance Statutory Trust and the Seller as the initial
owner, as
supplemented by the Reference Agreements dated as of July 28, 2006
and
August 30, 2006 by and between Residential Funding Corporation as
seller
and
master servicer and Maia Mortgage Finance Statutory Trust as
the
initial owner, as amended by the Reconstituted Servicing Agreement
dated as
of
September 28, 2006 by and between Residential Funding Corporation,
the
Depositor, the Seller and Wells Fargo Bank, N.A. (and acknowledged
by the
Trustee);
(b) the Amended and Restated Purchase, Warranties and Servicing
Agreement dated as of April 24, 2006 by and between EMC
Mortgage
Corporation as the company and Luminent Mortgage Capital, Inc.,
Mercury
Mortgage Finance Statutory Trust and the Seller as purchasers, as
amended
by
the Reconstituted Servicing Agreement dated as of September 28,
2006 by
and
between EMC Mortgage Corporation, the Depositor, the Seller and
Wells
Fargo Bank, N.A. (and acknowledged by the Trustee);
(c) the Flow Sale and Servicing Agreement dated as of April 21,
2006
by
and between IndyMac Bank, F.S.B. as the company and Luminent
Mortgage
Capital, Inc., Mercury Mortgage Finance Statutory Trust and the
Seller as
purchasers, as amended by the Reconstituted Servicing Agreement
dated as of
September 28, 2006 by and between IndyMac Bank, F.S.B., the
Depositor, the
Seller and Wells Fargo Bank, N.A. (and acknowledged by the
Trustee);
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<PAGE>
(d) the Amended and Restated Master Mortgage Loan Purchase and
Servicing Agreement
dated as of December 15, 2003 by and between
Countrywide Home Loans, Inc. as the company and Citigroup Global
Markets
Realty Corp. as the purchaser, as amended by Amendment Reg AB to
the
Amended and Restated Master Mortgage Loan Purchase and Servicing
Agreement
dated as of February 28, 2006 by and between Citigroup Global
Markets
Realty Corp. as purchaser and Countrywide Home Loans, Inc., as
amended by
the
Assignment, Assumption and Recognition Agreement dated August 15,
2006
among Citigroup Global Markets Realty Corp. as assignor, Maia
Mortgage
Finance Statutory Trust as assignee and Countrywide Home Loans,
Inc., as
further amended by the Reconstituted Servicing Agreement dated as
of
September 28, 2006 by and between Countrywide Home Loans, Inc.,
Countrywide
Home
Loans Servicing LP, the Depositor, the Seller and Wells Fargo
Bank,
N.A.
(and acknowledged by the Trustee);
(e) the Servicing Agreement dated as of July 17, 2006 by and
between
Central Mortgage Company as servicer and Luminent Mortgage Capital,
Inc.,
Maia
Mortgage Finance Statutory Trust and Mercury Mortgage Finance
Statutory Trust as owner, as amended by the Reconstituted
Servicing
Agreement dated as of September 28, 2006 by and between Central
Mortgage
Company, the Depositor, the Seller and Wells Fargo Bank, N.A.
(and
acknowledged by the Trustee); or
(f) the Interim Servicing Agreement dated as of September 1, 2006
by
and
between GMAC Mortgage Corporation as the company, Maia Mortgage
Finance
Statutory Trust as the initial owner and Wells Fargo Bank, N.A. as
master
servicer and securities administrator (and acknowledged by the
Trustee).
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and each
Servicer, the amount
of the annual fee payable on account of servicing, which shall, for
a period of
one full month, be equal to one-twelfth of the product of (a) the
applicable
Servicing Fee Rate and (b) the Stated Principal Balance of such
Mortgage Loan as
of the first day of the related Due Period. The Servicing Fee is
payable solely
from the interest portion (including recoveries with respect to
interest from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds)
of such
Scheduled Monthly Payment collected by the Servicer, or as
otherwise provided
under the applicable Servicing Agreement.
Servicing Fee Rate: With respect to the Mortgage Loans serviced by
Residential
Funding Corporation, 0.425% per annum. With respect to all the
other Mortgage
Loans, 0.375% per annum.
Servicing File: With respect to each Mortgage Loan, the file
retained by each
Servicer consisting of originals of all documents in the Mortgage
File which are
not delivered to the Custodian and copies of the Mortgage Loan
Documents, the
originals of which are delivered to the Custodian on behalf of the
Trustee.
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Servicing Function Participant: Any Subservicer or Subcontractor of
a Servicer,
the Master Servicer, the Trustee, the Custodian or the Securities
Administrator,
respectively.
Servicing Officer: Any officer of a Servicer involved in or
responsible for the
administration and servicing of the Mortgage Loans whose name
appears on a list
of servicing officers furnished by each Servicer on the Closing
Date to the
Master Servicer upon request, as such list may from time to time be
amended.
Sponsor: Luminent Mortgage Capital, Inc.
Startup Day: As defined in the Preliminary Statement.
Stated Principal Balance: With respect to any Mortgage Loan as of
any date of
determination, outstanding principal balance as of the Cut-off
Date, after
giving effect to the principal portion of any Scheduled Monthly
Payments due on
or before such date, whether or not received, increased by any
Deferred Interest
in respect of such Mortgage Loan on or prior to such date of
determination and
reduced by the sum of (a) the principal portion of all Scheduled
Monthly
Payments due on or before the Due Date in the Due Period
immediately preceding
such date of determination, whether or not received, and (b) all
amounts
allocable to unscheduled principal payments received on or before
the last day
of the Due Period immediately preceding such date of
determination.
Stepdown Date: The later to occur of (a) the Distribution Date
occurring in
October 2009 and (b) the first Distribution Date on which the
Credit Enhancement
Percentage for the Class A Certificates (calculated for this
purpose only after
taking into account distribution of principal on the Mortgage
Loans, but prior
to any distribution of the Principal Distribution Amount to the
Certificates) is
greater than or equal to (x) prior to the Distribution Date in
September 2012 or
on the first Distribution Date following the Distribution Date on
which the
principal balances of the Class A Certificates are reduced to zero,
19.375% and
(z) thereafter, 15.50%.
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 a
Servicer or
a Subservicer, the Master Servicer, the Trustee, the Custodian or
the Securities
Administrator.
Subsequent Recovery: Any amount (net of reimbursable expenses)
received on a
Mortgage Loan subsequent to such Mortgage Loan being determined to
be a
Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior month.
Subservicer: Any Person that services the Mortgage Loans on behalf
of any
Servicer or any Subcontractor and is responsible for the
performance (whether
directly or through Subservicers or Subcontractors) of a
substantial portion of
the material servicing functions required to be performed by the
related
Servicer under this Agreement or the applicable Servicing Agreement
that are
identified in Item 1122(d) of Regulation AB.
Substituting Party: As defined in Section 2.10(a).
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<PAGE>
Substitution Adjustment Amount: As defined in Section 2.10(c).
Supplemental Interest Trust: The trust created pursuant to Section
8.04 and
designated as the "Supplemental Interest Trust," consisting of the
Cap
Agreement, the Supplemental Interest Trust Trustee's rights under
the Cap
Agreement and the Cap Account. The Supplemental Interest Trust is
not an asset
of any REMIC created hereunder.
Supplemental Interest Trust Trustee: Wells Fargo Bank, N.A., or any
successor
Supplemental Interest Trust Trustee appointed as herein
provided.
Target Overcollateralization Amount: The sum of (a) the aggregate
Additional
Negative Amortization Amount and (b) (i) prior to the Stepdown
Date, 0.60% of
the Cut-off Date Balance of the Mortgage Loans or (ii) on or after
the Stepdown
Date, an amount equal to the greater of (x) on any Distribution
Date (i) prior
to the Distribution Date in September 2012, 1.50% of the aggregate
Stated
Principal Balance of the Mortgage Loans and (ii) on and after the
Distribution
Date in September 2012, 1.20% of the aggregate Stated Principal
Balance of the
Mortgage Loans, and (v) 0.50% of the Cut-off Date Balance of the
Mortgage Loans;
provided however that if a Trigger Event is in effect, the
target
overcollateralization amount with respect to the Mortgage Loans
will be the same
as on the prior Distribution Date. In the event that the target
overcollateralization amount after the Stepdown Date is greater
than the initial
target overcollateralization amount, the overcollateralization will
then be
limited to the product of (a) 0.60% and (b) the Cut-off Date
Balance of the
Mortgage Loans.
Tax Matters Person: The person designated as "tax matters person"
in the manner
provided under Treasury regulation Section 1.860F-4(d) and
temporary Treasury
regulation Section 301.6231(a)(7)1T. Initially, the Tax Matters
Person for
REMICs I and II shall be the Holder of the Class R Certificates,
and the Tax
Matters Person for REMICs III and IV shall be the Holder of the
Class RX
Certificates. The Securities Administrator will be appointed as
agent of each
such Tax Matters Person pursuant to Section 12.01(k) herein unless
otherwise
designated.
Termination Price: As defined in Section 11.01.
Trigger Event: With respect to any Distribution Date after the
Stepdown Date, a
Trigger Event shall have occurred if either (a) the Rolling Three
Month
Delinquency Rate as of the last day of the related Due Period
equals or exceeds
37% of the sum of (i) the aggregate Certificate Principal Balances
of the Class
B Certificates and (ii) the Overcollateralization Amount, both
determined as of
such Distribution Date after giving effect to all distributions to
be made on
such Distribution Date, or (b) if the Cumulative Realized Loss
Percentage
exceeds:
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Distribution Date
Occurring In
Percentage
----------------------------- ----------
October 2009 - September 2010 0.40%
October 2010 - September 2011 0.70%
October 2011 - September 2012 0.95%
October 2012 - September 2013 1.35%
October 2013 and thereafter
1.45%
Trust Fund: As defined in Section 2.06.
Trustee: HSBC Bank USA, National Association and, if a successor
trustee is
appointed hereunder, such successor.
Trust REMIC: Each REMIC created under the terms of this
Agreement.
UCC: The Uniform Commercial Code as enacted in the relevant
jurisdiction.
Uncertificated Interest: With respect to any REMIC Regular Interest
for any
Distribution Date, one month's interest at the REMIC Remittance
Rate applicable
to such REMIC Regular Interest for such Distribution Date, accrued
on the
Uncertificated Principal thereof immediately prior to such
Distribution Date.
Uncertificated Interest in respect of any Uncertificated REMIC I
Interest, and
the Class C Interest shall accrue on the basis of a 360-day year
consisting of
twelve 30-day months. In addition, Uncertificated Interest with
respect to each
Distribution Date, as to any REMIC Regular Interest shall be
reduced by the
interest portions of Realized Losses, if any, allocated to such
REMIC Regular
Interest.
Uncertificated Principal Balance: With respect to the Class C
Interest an amount
equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal
Balance of the Uncertificated REMIC I Regular Interests over (B)
the then
aggregate Certificate Principal Balance of the Class A Certificates
and the
Class B Certificates then outstanding.
With
respect to each other REMIC Regular Interest, the amount of any
REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall
equal the amount set forth in the Preliminary Statement hereto as
its initial
Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced
by all
distributions of principal made on such REMIC Regular Interest on
such
Distribution Date and, if and to the extent necessary and
appropriate, shall be
further reduced on such Distribution Date by Realized Losses. The
Uncertificated
Principal Balance of REMIC I Regular Interest LTZZ shall be
increased by
interest deferrals as provided in Section 8.07. The Uncertificated
Principal
Balance of each REMIC Regular Interest shall never be less than
zero.
Uncertificated REMIC I Pass-Through Rates: As of any Distribution
Date, the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage
Loans,
weighted on the basis of the
48
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Uncertificated Principal Balance of such Uncertificated REMIC I
Regular
Interests for each such Distribution Date.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular
Interest LTAA, Uncertificated REMIC I Regular Interest LTA1,
Uncertificated
REMIC I Regular Interest LTA2A, Uncertificated REMIC I Regular
Interest LTA2B,
Uncertificated REMIC I Regular Interest LTA3, Uncertificated REMIC
I Regular
Interest LTB1, Uncertificated REMIC I Regular Interest LTB2,
Uncertificated
REMIC I Regular Interest LTB3, Uncertificated REMIC I Regular
Interest LTB4,
Uncertificated REMIC I Regular Interest LTB5, Uncertificated REMIC
I Regular
Interest LTB6, Uncertificated REMIC I Regular Interest LTB7,
Uncertificated
REMIC I Regular Interest LTB8, Uncertificated REMIC I Regular
Interest LTB9 and
Uncertificated REMIC I Regular Interest LTZZ. Each such interest
represents the
beneficial ownership interests in REMIC I as a Regular Interest in
REMIC I. Each
REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to
distributions of principal, subject to the terms and conditions
hereof, in an
aggregate amount equal to its initial Uncertificated Principal
Balance as set
forth in the Preliminary Statement hereto.
Uncertificated REMIC II Regular Interests: The Class A-1, Class
A-2A, Class
A-2B, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class
B-6, Class B-7, Class B-8 and Class B-9 Interest, each of which
represents the
beneficial ownership interests in REMIC II as a Regular Interest in
REMIC II.
Each REMIC II Regular Interest shall accrue interest at its related
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of
principal, subject to the terms and conditions hereof, in an
aggregate amount
equal to its initial Uncertificated Principal Balance as set forth
in the
Preliminary Statement hereto.
Underwriter's Exemption: Any exemption listed in footnote 1 of, and
amended by,
PTE 2002-41 at 67 Fed. Reg. 54487 (August 22, 2002), or any
substantially
similar successor administrative exemption granted by the U.S.
Department of
Labor.
Underwriting Guidelines: Those underwriting guidelines employed by
the Seller
with respect to Mortgage Loans.
Unpaid Interest Distribution Amount: For any Distribution Date and
any Class of
Certificates, the pro rata share of such Class (based upon the
ratio of the
Certificate Principal Balance of such Class, determined as of the
day
immediately preceding such Distribution Date, to the aggregate
Certificate
Principal Balances of all Classes of Certificates then Outstanding,
determined
as of the day immediately preceding such Distribution Date) of the
sum of (i)
the excess, if any, of the aggregate of the Prepayment Interest
Shortfalls for
such Distribution Date over the aggregate of the Compensating
Interest Payments
received for such Distribution Date and (ii) the aggregate of the
Relief Act
Reductions for such Distribution Date.
Unpaid Realized Loss Amount: For any Class of Certificates and any
Distribution
Date, the excess of (a) the aggregate Realized Losses allocated to
such Class
for such Distribution Date and all prior Distribution Dates over
(y) the
cumulative amount of any Excess Cash Flow allocated to such Class
in reduction
of such Unpaid Realized Loss Amount for all prior Distribution
Dates.
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U.S. Person: (a) A citizen or resident of the United States, (b) a
corporation
created or organized in or under the laws of the United States, any
state
thereof or the District of Columbia, including an entity treated as
a
corporation for federal income tax purposes (c) a partnership
(unless Treasury
regulations are adopted that provide otherwise) created or
organized in or under
the laws of the United States, any state thereof or the District of
Columbia,
including an entity treated as a partnership for federal income tax
purposes,
none of the interests in which are owned, directly or indirectly
through one or
more intermediate entities, by a person that is not a U.S. Person
within the
meaning this paragraph, (d) an estate the income of which is
includible in gross
income for United States federal income tax purposes, regardless of
its source,
(e) a trust if a court within the United States is able to exercise
primary
supervision over the administration of such trust and one or more
United States
fiduciaries have the authority to control all substantial decisions
of the trust
(or to the extent provided in applicable Treasury regulations,
certain trusts in
existence on August 20, 1996 that are eligible to be treated as
United States
persons).
Voting Interests: The portion of the voting rights of all of the
Certificates
which is allocated to any Certificate. As of any date of
determination, the
Voting Interests shall be allocated 0.50% to the Class R
Certificates and 0.50%
to the Class RX Certificates, 1% to the Class C Certificates, and
the balance
among Holders of the Class A Certificates and the Class B
Certificates in
proportion to the Certificate Principal Balance of their respective
Certificates
on such date.
SECTION 1.02 Calculations With Respect to the 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 provided by the Servicers to the
Master
Servicer and the Securities Administrator. Payments and
distributions to be made
by the Securities Administrator shall be based on information
provided by the
Servicers. Neither the Trustee, the Master Servicer nor the
Securities
Administrator shall be required to recompute, verify or recalculate
the
information supplied to it by the Servicers.
SECTION 1.03 Calculations With Respect to Accrued Interest.
All
calculations of interest described herein with respect to any Class
of
Certificates, other than Class C Certificates, and the
Uncertificated REMIC II
Regular Interests (other than the Class C Interest), shall be made
on the basis
of an assumed 360-day year and the actual number of days in the
related Accrual
Period. The Class C Certificates, the Class C Interest and the
Uncertificated
REMIC I and REMIC II Regular Interests shall accrue interest on the
basis of an
assumed 360-day year consisting of twelve 30-day months.
SECTION 1.04 Rules of Construction.
Unless the context otherwise clearly requires:
(a)
the definitions of terms herein shall apply equally to the singular
and
plural forms of the terms defined;
50
<PAGE>
(b)
whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms;
(c) the words
"include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation;"
(d)
the word "will" shall be construed to have the same meaning and
effect
as the word "shall;"
(e)
any definition of or reference to any agreement, instrument or
other
document herein shall be construed as referring to such agreement,
instrument or
other document as from time to time amended, supplemented or
otherwise modified
(subject to any restrictions on such amendments, supplements or
modifications
set forth herein);
(f)
any reference herein to any Person, or to any Person in a
specified
capacity, shall be construed to include such Person's permitted
successors and
assigns or such Person's permitted successors in such capacity, as
the case may
be; and
(g)
all references in this instrument to designated "Sections,"
"clauses"
and other subdivisions are to the designated Sections, clauses and
other
subdivisions of this instrument as originally executed, and the
words "herein,"
"hereof," "hereunder" and other words of similar import refer to
this Agreement
as a whole and not to any particular Section, clause or other
subdivision.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
SECTION 2.01 Conveyance of Mortgage Loans to the Depositor.
On
the Closing Date, in exchange for the Certificates or the net
proceeds
thereof, the Seller does hereby sell, transfer, assign, or set
over, deposit
with and otherwise convey without recourse (except as provided
herein), and the
Depositor does hereby purchase, all right, title and interest of
the Seller in
and to the Mortgage Loans listed on the Mortgage Loan Schedule,
having a Cut-off
Date Balance as set forth in such Mortgage Loan Schedule; provided,
however that
(i) the Seller does not convey to the Depositor the Seller's right
to receive
amounts in excess of the Repurchase Price if a Mortgage Loan is
repurchased by
an Originator; and (ii) the Seller only conveys Prepayment Premiums
to the
extent that it acquired the rights thereto from the related
Originator.
(a)
The Depositor shall be entitled to (i) all Scheduled Monthly
Payments
of principal due after the Cut-off Date, (ii) all other recoveries
of principal
collected after the Cut-off Date (less scheduled payments of
principal due on or
before the Cut-off Date and collected after the Cut-off Date),
(iii) all
Scheduled Monthly Payments of interest due after the Cut-off Date
(minus that
portion of any such payment which is allocable to the period prior
to the
Cut-off Date) and (iv) all Prepayment Premiums to the extent
conveyed. Scheduled
Monthly Payments prepaid with respect to a Due Date after the
Cut-off Date shall
not be applied to the principal balance as of the Cut-off Date, but
the Seller
shall remit any such prepaid amounts to the related Servicer for
deposit into
the Custodial Account for the benefit of the Depositor.
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<PAGE>
(b)
Concurrently with the execution and delivery of this Agreement,
the
Seller hereby assigns to the Depositor all of its rights and
interest (but none
of its obligations) under the Servicing Agreements and Mortgage
Loan Purchase
Agreements. The Depositor hereby accepts such assignment, and shall
be entitled
to exercise all such rights of the Seller under the such Agreements
as if the
Depositor had been a party to each such agreement.
(c)
In the case of Mortgage Loans that have been prepaid in full after
the
Cut-off Date and prior to the Closing Date, the Seller shall remit
to the
related Servicer for deposit in the Custodial Account the portion
of any amount
so prepaid that is required to be deposited in the Custodial
Account pursuant to
the applicable Servicing Agreement.
(d)
Upon the sale of the Mortgage Loans, the ownership of each
Mortgage
Note, the related Mortgage and the related Mortgage File shall vest
immediately
in the Depositor, and the ownership of all records and documents
with respect to
the related Mortgage Loan prepared by or which come into the
possession of the
Seller shall vest immediately in the Depositor and shall be
retained and
maintained by the Seller, in trust, at the will of the Depositor
and only in
such custodial capacity.
(e)
The Seller shall deliver the Mortgage Loan Schedule, the Mortgage
Loan
File and Mortgage Loan Documents to be purchased on the related
Closing Date to
the Custodian at least three Business Days prior to such Closing
Date.
SECTION 2.02 Conveyance of Mortgage Loans to the Issuing
Entity.
(a)
On the Closing Date, in exchange for the Certificates, the
Depositor
does hereby sell, transfer, assign, set over, deposit with and
otherwise convey
to the Trustee, for the benefit of the Certificateholders, without
recourse
(except as otherwise provided herein), all right, title and
interest of the
Depositor in and to the Mortgage Loans purchased by the Depositor
from the
Seller.
(b)
The Issuing Entity shall be entitled to all payments on the
Mortgage
Loans as provided in Section 2.01(a).
(c)
Concurrently with the execution and delivery of this Agreement,
the
Depositor hereby assigns to the Issuing Entity all of its rights
and interest
(but none of its obligations) under the Servicing Agreements and
Mortgage Loan
Purchase. The Issuing Entity hereby accepts such assignment, and
shall be
entitled to exercise all such rights of the Depositor under such
Agreements as
if the Issuing Entity had been a party to each such agreement.
(d)
Upon the issuance of the Certificates, the ownership of each
Mortgage
Note, the related Mortgage and the related Mortgage File shall vest
immediately
in the Issuing Entity, and the ownership of all records and
documents with
respect to the related Mortgage Loan prepared by or which come into
the
possession of the Seller shall vest immediately in the Issuing
Entity and shall
be retained and maintained by the Seller, in trust, at the will of
the Issuing
Entity and only in such custodial capacity.
(e)
In connection with such transfer and assignment of the Mortgage
Loans,
the Depositor does hereby deliver to, and deposit with, or cause to
be delivered
to and deposited with
52
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the Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders, the Mortgage File with respect to each Mortgage
Loan, and
the ownership of all records and documents with respect to the
related Mortgage
Loan prepared by or which come into the possession of the Depositor
shall vest
immediately in the Trustee for the benefit of the
Certificateholders and shall
be retained and maintained by the Depositor, in trust, at the will
of the
Trustee for the benefit of the Certificateholders and only in such
custodial
capacity.
SECTION 2.03 Assignment of Mortgage Loans.
(a)
The Seller shall cause an Assignment of Mortgage with respect to
each
Mortgage Loan (other than a MERS Designated Mortgage Loan) to be
completed in
the form and substance acceptable for recording in the relevant
jurisdiction,
such assignment shall either be in blank or be endorsed to "HSBC
Bank USA,
National Association, as Trustee of the Luminent Mortgage Trust
2006-6, Mortgage
Pass-Through Certificates, Series 2006-6, without recourse," on or
prior to the
Closing Date; provided, however, that such Assignments of Mortgage
Loans need
not be recorded unless and until the Trustee is advised by a Rating
Agency that
such Assignment of Mortgage is required to be recorded to protect
the Trustee's
interest in the Mortgage Loans. Any such recordation of an
Assignment of
Mortgage shall be effected at the expense of the Seller.
(b)
In connection with the assignment of any MERS Designated Mortgage
Loan,
the Seller agrees that, on or prior to the Closing Date, the Seller
will cause
the MERS(R) System to indicate that such Mortgage Loans have been
assigned by
the Seller to the Depositor which has assigned such Mortgage Loans
to the
Trustee in accordance with this Agreement for the benefit of
the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
the code in the field that identifies the specific Trustee and the
code in the
field "Pool Field" that identifies the series of the Certificates
for which such
Mortgage Loans serve as collateral. The Seller further agrees that
it will not,
and will not permit any Servicer to, and each of the Servicers and
the Master
Servicer agrees that it will not, alter the codes referenced in
this paragraph
with respect to any MERS Designated Mortgage Loan during the term
of this
Agreement unless and until such MERS Designated Mortgage Loan is
repurchased in
accordance with the terms of this Agreement.
SECTION 2.04 Books and Records.
(a)
To the extent provided in the Servicing Agreements: The contents
of
each Servicing File are and shall be held in trust by the related
Servicer for
the benefit of the Trustee on behalf of the Certificateholders. The
related
Servicer shall take all necessary steps to ensure that the
documents required to
be included in the Servicing File are complete and shall maintain
the Servicing
File as required by this Agreement, Accepted Servicing Practices
and applicable
law. Possession of each Servicing File by the related Servicer is
at the will of
the Trustee for the sole purpose of servicing the related Mortgage
Loan and such
retention and possession by the Seller is in a custodial capacity
only. Each
Servicer shall release its custody of the contents of any Servicing
File only in
accordance with written instructions from the Trustee, unless such
release is
required as incidental to the Seller's servicing of the Mortgage
Loans or is in
connection with the transfer of servicing or a repurchase of any
Mortgage Loan.
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(b)
To the extent provided in the Servicing Agreements: All
original
documents relating to the Mortgage Loans that are not delivered to
the
Custodian, to the extent delivered to the related Servicer, are and
shall be
held by such Servicer in trust for the benefit of the Trustee on
behalf of the
Certificateholders. In the event that any such original document is
required
pursuant to the terms of this Section to be a part of a Mortgage
File, such
document shall be delivered promptly to the Custodian on behalf of
the Trustee.
(c)
To the extent provided in the Servicing Agreements: Upon and after
a
sale of Mortgage Loans to the Trustee for the benefit of the
Certificateholders,
all proceeds arising out of the Mortgage Loans, as provided in
Section 2.01(a)
shall be received and held by the related Servicer in trust for the
benefit of
the Trustee on behalf of the Certificateholders.
(d)
Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee, any Servicer or the
Certificateholders of any unsatisfied duty, claim or other
liability on any
Mortgage Loan or to any Mortgagor.
SECTION 2.05 Review of Documentation.
(a)
On the Closing Date, the Custodian will execute and deliver to
the
Depositor, the related Servicer and the Trustee an Initial
Certification with
respect to the Mortgage Loans. Based on its review and examination,
and only as
to the documents identified in the Initial Certification, the
Custodian will
acknowledge that (i) such documents appear regular on their face
and relate to
such Mortgage Loan and (ii) with respect to each MERS Designated
Mortgage Loan,
the MERS number on the Mortgage Loan Schedule matches the MERS
number on the
Mortgage for the related Mortgage File. The Custodian shall not be
under any
duty or obligation to inspect, review or examine such documents,
instruments,
Certificates or other papers to determine that the same are
genuine,
enforceable, recordable or appropriate for the represented purpose
or that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face.
(b)
Within 90 days after the Closing Date, the Custodian will execute
and
deliver to the Depositor, the Servicer, and the Trustee a Final
Certification
with any applicable exceptions noted therein. The Custodian shall
(i) determine
whether such documents are executed and endorsed, but shall be
under no duty or
obligation to inspect, review or examine any such documents,
instruments,
Certificates or other papers to determine that the same are valid,
binding,
legally effective, properly endorsed, genuine, enforceable or
appropriate for
the represented purpose or that they have actually been recorded or
are in
recordable form or that they are other than what they purport to be
on their
face and (ii) with respect to each MERS Designated Mortgage Loan,
certify that
the related Mortgage File contains a MERS number. The Custodian
shall not have
any responsibility for verifying the genuineness or the legal
effectiveness of
or authority for any signatures of or on behalf of any party or
endorser.
(c)
If in the course of the review described in paragraph (a) above,
the
Custodian discovers any document or documents constituting a part
of a Mortgage
File is missing, does not appear regular on its face (i.e., is
mutilated,
damaged, defaced, torn or otherwise physically altered) or appears
to be
unrelated to the Mortgage Loans identified in the Mortgage Loan
Schedule, as
applicable (each, a "Material Defect"), the Custodian shall
identify the
Mortgage
54
<PAGE>
Loan to which such Material Defect relates in the Final
Certification.
Within 90 days of its receipt of such notice, the Seller shall be
required to
cure such Material Defect (and, in such event, the Seller shall
provide the
Trustee and the Custodian with an Officer's Certificate confirming
that such
cure has been effected). If the Seller does not effect a cure
within such 90-day
period, it shall repurchase the related Mortgage Loan from the
Trust Fund at the
Repurchase Price; provided, however, that the Seller may, in lieu
of
repurchasing a Mortgage Loan, substitute for such Mortgage Loan a
Qualified
Substitute Mortgage Loan subject to the provisions of Section 2.10,
provided
that such substitution occurs within two years of the Closing Date.
The failure
of the Trustee to deliver, or cause the Custodian to deliver, the
Final
Certification within 90 days from the Closing Date shall not affect
or relieve
the Seller of its obligation to repurchase any Mortgage Loan
pursuant to this
Section 2.05 or any other Section of this Agreement requiring the
repurchase of
Mortgage Loans from the Trust Fund.
(d)
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of the Custodian with respect
to the
custody, acceptance, inspection and release of Mortgage Files,
including but not
limited to certain insurance policies and documents contemplated by
this
Agreement, and preparation and delivery of the certifications
described in
Section 2.05 shall be performed by the Custodian pursuant to the
terms and
conditions of the Custodial Agreement.
SECTION 2.06 Execution and Delivery of Certificates.
The
Trustee acknowledges the transfer and assignment to it of the
assets
conveyed and sold to it hereunder (the "Trust Fund"). Concurrently
with such
transfer and assignment, the Securities Administrator has executed
the
Certificates in authorized denominations evidencing directly or
indirectly the
entire ownership of the Trust Fund, and, upon the written order of
the
Depositor, has authenticated the same Certificates. The Trustee
agrees to hold
the Trust Fund and exercise the rights referred to above for the
benefit of all
present and future Holders of the Certificates and to perform the
duties set
forth in this Agreement in accordance with the standard of care set
forth
herein.
SECTION 2.07 Representations and Warranties of the Seller with
Respect to
the Mortgage Loans.
(a)
The Seller hereby makes the following representations and
warranties to
the Trustee on behalf of the Certificateholders as of the Closing
Date with
respect to the Mortgage Loans:
(i) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws,
including, but
not limited to, all applicable predatory and abusive lending
laws
(ii) No Mortgage Loan is a "High Cost Loan" or "Covered Loan,"
as
applicable, (as such terms are defined in the then current Standard
& Poor's
LEVELS(R) Glossary, Appendix E, in effect as of the Closing Date)
and no
Mortgage Loan originated on or after October 1, 202 through March
6, 2003 is
governed by the Georgia Fair Lending Act; and
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<PAGE>
(iii) With respect to each representation and warranty with respect
to
any Mortgage Loan made by the Originators in the Mortgage Loan
Purchase
Agreements that is made as of the related Closing Date (as defined
in the
applicable Mortgage Loan Purchase Agreement), no event has occurred
since the
related Closing Date (as defined in the applicable Mortgage Loan
Purchase
Agreement) that would render such representations and warranties to
be untrue in
any material respect as of the Closing Date.
(b)
Upon discovery or receipt of written notice by any party that (i)
the
Seller or an Originator has breached any representation or warranty
in respect
of a Mortgage Loan that materially and adversely affects the value
of such
Mortgage Loan or the interest therein of the Certificateholders, or
(ii) any
Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of
Section 860G(a)(3) and the related REMIC provisions of the Code,
such party
shall promptly notify the Trustee in writing of such breach, and
the Trustee
(and the Seller shall use its best efforts to enforce, and shall
join the
Trustee in enforcing, any such obligation of any Originator) shall
enforce the
Seller's or Originator's obligations hereunder and/or under any
Mortgage Loan
Purchase Agreement, as applicable, to repurchase or, subject to
Section 2.10,
substitute a Qualified Substitute Mortgage Loan for, the affected
Mortgage Loan
on or prior to the Determination Date following the expiration of
the 90-day
period following the earlier of the date on which the breach was
discovered or
notice of the breach was received by the Trustee; provided,
however, that, if
such breach cannot reasonably be cured within such 90-day period,
if the Seller
or such Originator, as applicable, shall have commenced to cure
such breach
within such 90-day period, the Seller or such Originator, as
applicable, shall
be permitted to proceed thereafter diligently and expeditiously to
cure the
breach within an additional 90-day period.
(c)
Subject to the following sentence, it is understood and agreed that
the
obligations of the Originator or the Seller to cure, repurchase or
substitute
for any Mortgage Loan as to which a document is missing, a material
defect in a
constituent document exists or as to which such a breach has
occurred and is
continuing shall constitute the sole remedy available to the
Trustee on behalf
of the Certificateholders and the Certificateholder against such
party
respecting such omission, defect or breach. In addition to the
cure, repurchase
and substitution obligations referenced in Section 2.07(c), in the
event of a
breach of the Seller's representations and warranties contained in
this
Agreement that occurs as a result of a High-Cost Home Loan in the
Trust Fund,
the Seller shall indemnify the Trustee and hold it harmless against
any
out-of-pocket losses, penalties, fines, forfeitures, reasonable and
necessary
legal fees (including (without limitation) legal fees incurred in
connection
with the enforcement of the Seller's indemnification obligation
under this
Section 2.07) and related costs and expenses resulting from any
claim, demand,
defense or assertion that is based on or grounded upon, or
resulting from, such
breach.
(d)
If the Seller is not a member of MERS at the time it repurchases
a
Mortgage Loan and the Mortgage is registered on the MERS(R) System,
the Trustee
shall cause the Seller, at the Seller's own expense and without any
right of
reimbursement, to cause MERS to execute and deliver an assignment
of the
Mortgage in recordable form to transfer the Mortgage from MERS to
the Seller and
to cause such Mortgage to be removed from registration on the
MERS(R) System in
accordance with the MERS rules and regulations.
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SECTION 2.08 Repurchase Obligation.
The
Originators of certain Mortgage Loans are obligated to repurchase
such
Mortgage Loan if the related Mortgagor fails to make its Scheduled
Monthly
Payment thereon within 30 days of the Due Date therefor, for the
months of
September or October, or in certain cases, November or December.
The Depositor
shall advise the Trustee and the Master Servicer of any Mortgage
Loan that is to
be repurchased because of such an early payment default, and the
Trustee shall
enforce the Originator's obligation to repurchase such Mortgage
Loan. If the
purchase price for the Mortgage Loan pursuant to the Mortgage Loan
Purchase
Agreement is greater than the Repurchase Price, the difference
shall be paid to
the Seller. The Repurchase Price for any Mortgage Loan repurchased
pursuant to
this Agreement shall be deposited into the Distribution
Account.
SECTION 2.09 Repurchase of Mortgage Loans.
(a)
The purchase price for any Mortgage Loan repurchased by the
Seller
pursuant to this Agreement shall be the Repurchase Price for such
Mortgage Loan,
provided that in the event that the Originator is obligated to
repurchase a
Mortgage Loan, and the purchase price therefor pursuant to the
Mortgage Loan
Purchase Agreement is greater than the Repurchase Price, the
difference shall be
paid to the Seller. The Repurchase Price for any Mortgage Loan
repurchased
pursuant to this Agreement shall be deposited into the Distribution
Account.
(b)
The Custodian, upon receipt of a Request for Release from the
Seller
(which Request for Release shall include a certification by the
Seller of the
repurchase and the remittance of the Repurchase Price to the
Securities
Administrator for deposit into the Distribution Account), shall
release to the
Seller the related Mortgage File. The Trustee or its authorized
designee shall
execute and deliver such instruments of transfer or assignment, in
each case
without recourse, representation or warranty, as the Seller may
furnish to the
Trustee or the Custodian and as shall be necessary to vest in such
party any
Mortgage Loan released pursuant hereto. None of the Trustee, the
Securities
Administrator, the Master Servicer or the Custodian shall have
any
responsibility for determining the sufficiency of such assignment
for its
intended purpose, and upon such release, the Trustee and the
Custodian shall
have no further responsibility with regard to such Mortgage
File.
SECTION 2.10 Substitution of Mortgage Loans.
(a)
In lieu of repurchasing any such Mortgage Loan as provided above,
the
Seller (as such, the "Substituting Party") may cause such Mortgage
Loan to be
removed from the Trust Fund (in which case it shall become a
"Deleted Mortgage
Loan") and substitute one or more Qualified Substitute Mortgage
Loans in the
manner and subject to the limitations of this Section 2.10. Any
substitution of
Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made
pursuant to
this Section 2.10 must be effected prior to the last Business Day
that is within
two years after the Closing Date. As to any Deleted Mortgage Loan
for which the
Substituting Party substitutes a Qualified Substitute Mortgage Loan
or Loans,
such substitution shall be effected by delivering to the Custodian,
for such
Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage,
the assignment to the Substituting Party, and such other documents
and
agreements, with all necessary endorsements thereon, together with
an
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Officers' Certificate stating that each such Qualified Substitute
Mortgage Loan
satisfies the definition thereof and specifying the Substitution
Adjustment
Amount (as described below), if any, in connection with such
substitution. The
Custodian shall acknowledge receipt for such Qualified Substitute
Mortgage Loan
and, within 45 days thereafter, shall review such Mortgage Files
and deliver to
the Substituting Party, the Trustee and the Depositor, with respect
to such
Qualified Substitute Mortgage Loans, a certification substantially
in the form
of a revised Initial Certification, with any exceptions noted
thereon. Within 90
days of the date of substitution, the Custodian shall deliver to
the
Substituting Party, the Trustee and the Depositor a certification
substantially
in the form of a revised Final Certification, with respect to such
Qualified
Substitute Mortgage Loans, with any exceptions noted thereon.
Scheduled Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in
the month of
substitution shall not be included as part of the Trust Fund and
shall be
retained by the Substituting Party. For the month of substitution,
payments to
the Certificateholders shall reflect the collections and recoveries
in respect
of such Deleted Mortgage Loan in the related Due Period and the
Substituting
Party shall thereafter be entitled to retain all amounts
subsequently received
in respect of such Deleted Mortgage Loan. Upon such substitution,
such Qualified
Substitute Mortgage Loan shall constitute part of the Trust Fund
and shall be
subject in all respects to the terms of this Agreement as of the
date of
substitution.
(b)
The Depositor shall amend the related Mortgage Loan Schedule to
reflect
the removal of such Deleted Mortgage Loan and the substitution of
the Qualified
Substitute Mortgage Loan or Loans and the Seller shall deliver the
amended
Mortgage Loan Schedule to the Trustee, the Master Servicer, the
Securities
Administrator, the Custodian and the Servicer. Upon such
substitution, the
Qualified Substitute Mortgage Loan shall be subject to the terms of
this
Agreement in all respects, and the Seller shall be deemed to have
made with
respect to such Qualified Substitute Mortgage Loan, as of the date
of
substitution, the representations and warranties made pursuant to
Section 2.07
with respect to such Mortgage Loan.
(c)
For any month in which any Substituting Party substitutes one or
more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans, the
Seller shall deposit the excess (each, a "Substitution Adjustment
Amount"), if
any, by which the aggregate Stated Principal Balances of all such
Deleted
Mortgage Loans exceeds the aggregate Stated Principal Balances of
the Qualified
Substitute Mortgage Loans replacing such Deleted Mortgage Loans,
together with
(i) amounts specified in clause (c) of the definition of Repurchase
Price and
(ii) one month's interest on such excess amount at the applicable
Net Mortgage
Rate. On the date of such substitution, the Seller shall deliver or
cause to be
delivered to the Securities Administrator for deposit in the
Distribution
Account an amount equal to the related Substitution Adjustment
Amount, if any,
and the Custodian, upon receipt of the related Qualified Substitute
Mortgage
Loan or Loans and a Request for Release from the Seller, which
includes a
written certification of the Seller of delivery of such amount to
the Securities
Administrator, shall release to the Substituting Party the related
Mortgage File
or Files. The Trustee shall execute and deliver such instruments of
transfer or
assignment, in each case without recourse, representation or
warranty, as the
Substituting Party shall deliver to the Trustee with respect to any
Deleted
Mortgage Loan to be released pursuant hereto.
(d)
In addition, before any such substitution can take effect, the
Substituting Party shall obtain at its own expense and deliver to
the Trustee an
Opinion of Counsel to the effect that
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such substitution (either specifically or as a class of
transactions) shall not
cause (a) any federal tax to be imposed on the Trust Fund,
including without
limitation, any federal tax imposed on "prohibited transactions"
under Section
860F(a)(l) of the Code or on "contributions after the Startup Date"
under
Section 860G(d)(l) of the Code, or (b) any REMIC created hereunder
to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
If such
Opinion of Counsel can not be delivered, then such substitution may
only be
effected at such time as the required Opinion of Counsel can be
given.
SECTION 2.11 Granting Clause.
(a)
It is intended that the conveyance of the Mortgage Loans by the
Seller
to the Depositor and by the Depositor to the Trustee for the
benefit of the
Certificateholders, as provided for in Sections 2.01 and 2.02, be
construed as a
sale of the Mortgage Loans and other assets in the Trust Fund by
the Seller to
the Depositor and by the Depositor to the Trustee for the benefit
of the
Certificateholders. Further, it is not intended that any such
conveyances be
deemed a pledge of the Mortgage Loans by the Seller to the
Depositor to secure a
debt or other obligation of the Seller, or a pledge of the Mortgage
Loans by the
Depositor to the Trustee for the benefit of the Certificateholders
to secure a
debt or other obligation of the Depositor. However, in the event
that the
Mortgage Loans are held to be property of the Seller or the
Depositor or if for
any reason this Agreement is held or deemed to create a security
interest in the
Mortgage Loans and other assets in the Trust Fund, then it is
intended that:
(i) this Agreement shall also be deemed to be a security
agreement
within the meaning of Articles 8 and 9 of the UCC;
(ii) the conveyances provided for in Sections 2.01 and 2.02 shall
be
deemed a grant by the Seller to the Depositor, and by the Depositor
to the
Trustee for the benefit of the Certificateholders, as the case may
be, of (1) a
security interest in all of the Seller's right and Depositor's
right, as
applicable, (including the power to convey title thereto), title
and interest,
whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans,
including the Mortgage Notes, the Mortgages, any related insurance
policies and
all other documents in the related Mortgage Files, (B) all amounts
payable
pursuant to the Mortgage Loans in accordance with the terms thereof
and (C) any
and all general intangibles consisting of, arising from or relating
to any of
the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of
the foregoing into cash, instruments, securities or other property,
including
without limitation all Liquidation Proceeds, all Insurance Proceeds
and all
amounts from time to time held or invested in the Distribution
Account and the
Custodial Account, whether in the form of cash, instruments,
securities or other
property and (2) an assignment by the Seller to the Depositor and
by the
Depositor to the Trustee for the benefit of the Certificateholders
of any
security interest in any and all of the Seller's and Depositor's
right
(including the power to convey title thereto), title and interest,
whether now
owned or hereafter acquired, in and to the property described in
the foregoing
clauses (1)(A) through (C);
(iii) the possession by the Trustee, the Custodian or any other
agent
of the Trustee of Mortgage Notes, and such other items of property
as constitute
instruments, money, negotiable documents or chattel paper shall be
deemed to be
"possession by the secured party," or possession by a purchaser or
a person
designated by such secured party, for purposes of
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perfecting the security interest pursuant to the UCC and any other
UCC
(including, without limitation, Sections 9-313, 8-313 or 8-321
thereof); and
(iv) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding
such property,
shall be deemed notifications to, or acknowledgments, receipts or
confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Issuing
Entity for the purpose of perfecting such security interest under
applicable
law.
(b)
The Seller and the Depositor shall, to the extent consistent with
this
Agreement, take such reasonable actions as may be necessary to
ensure that, if
this Agreement were deemed to create a security interest in the
Mortgage Loans
and the other property of the Trust Fund, such security interest
would be deemed
to be a perfected security interest of first priority under
applicable law and
will be maintained as such throughout the term of this Agreement.
Without
limiting the generality of the foregoing, the Seller and the
Depositor shall
prepare and file any UCC financing statements that are necessary to
perfect the
Depositor's and the Trustee's security interest in or lien on the
Mortgage
Loans, as evidenced by an Officer's Certificate of the Seller and
the Depositor,
and furnish a copy of each such filed financing statement to the
Trustee. The
Seller and the Depositor shall prepare and file, at the expense of
the Trust
Fund, all filings necessary to maintain the effectiveness of any
original
filings necessary under the relevant UCC to perfect the Trustee's
security
interest in or lien on the Mortgage Loans for the benefit of
the
Certificateholders, including without limitation (i) continuation
statements,
and (ii) to the extent that a Responsible Officer of the Depositor
has received
written notice of such change or transfer, such other statements as
may be
occasioned by (A) any change of name of the Seller, the Depositor
or the
Trustee, (B) any change of location of the domicile or the chief
executive
office of the Seller or the Depositor, or (C) any transfer of any
interest of
the Seller or the Depositor in any Mortgage Loan.
(c)
Neither the Seller nor the Depositor shall organize under the law
of
any jurisdiction other than the State under which each is organized
as of the
Closing Date (whether changing its jurisdiction of organization or
organizing
under an additional jurisdiction) without giving 30 days prior
written notice of
such action to the related Servicer and the Trustee. Before
effecting such
change, each of the Seller or the Depositor proposing to change its
jurisdiction
of organization shall prepare and file in the appropriate filing
office any
financing statements or other statements necessary to continue the
perfection of
the interests of its transferees, including the Trustee for the
benefit of the
Certificateholders, in the Mortgage Loans.
(d)
Neither the Seller nor the Depositor shall take any action
inconsistent
with the sale by the Seller or the Depositor of its right, title
and interest in
and to the Mortgage Loans or Trust Fund and shall indicate or shall
cause to be
indicated in its records and records held on its behalf that
ownership of each
Mortgage Loan and the other property of the Trust Fund is held by
the Trustee
for the benefit of the Certificateholders. In addition, the Seller
and the
Depositor shall respond to any inquiries from third parties with
respect to
ownership of a Mortgage Loan or any other property of the Trust
Fund by stating
that it is not the owner of such Mortgage Loan and that ownership
of such
Mortgage Loan or other property of the Trust Fund is held by the
Trustee for the
benefit of the Certificateholders.
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SECTION 2.12 Purpose.
(a)
The permitted activities of the Issuing Entity shall be limited to
the
following:
(i) to issue Certificates pursuant to the Agreement and to sell
the
Certificates;
(ii) to pay the organizational, start-up and transactional expenses
of
the Issuing Entity;
(iii) to assign, grant, transfer, pledge, sell and convey the
Mortgage
Loans pursuant to this Agreement;
(iv) to enter into and perform its obligations under this
Agreement;
(v) to engage in those activities, including entering into
agreements
that are necessary, suitable or convenient to accomplish the
foregoing or are
incidental thereto or connected therewith; and
(vi) subject to compliance with this Agreement, to engage in
such
other activities as may be required in connection with the
conservation of the
Trust Fund and the making of distributions to the
Certificateholders.
(b)
The Issuing Entity shall not engage in any activity other than
in
connection with the foregoing or other than as required or
authorized by the
terms of this Agreement. No amendment pursuant to Section 13.01
shall change the
permitted activities of the Issuing Entity.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties of the Seller.
The
Seller hereby represents and warrants to the other parties hereto
as of
the Closing Date that:
(a)
The Seller has been duly organized and is validly existing as a
Maryland business trust in good standing under the laws of
Maryland, with full
power and authority to own its assets and conduct its business as
presently
being conducted.
(b)
The Seller has the full entity power and authority to execute
and
deliver this Agreement and to perform its obligations hereunder,
and the
execution, delivery and performance of this Agreement (including
all instruments
of transfer to be delivered pursuant to this Agreement) by the
Seller and the
consummation of the transactions contemplated hereby have been duly
and validly
authorized.
(c)
This Agreement constitutes a legal, valid and binding obligation of
the
Seller, enforceable against the Seller in accordance with its
terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect
affecting the enforcement of creditors' rights in general and
except as
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such enforceability may be limited by general principles of equity
(whether
considered in a proceeding at law or in equity).
(d)
None of the execution and delivery of this Agreement, the sale of
the
Mortgage Loans by the Seller, the transactions contemplated hereby,
or the
fulfillment of or compliance with the terms and conditions of this
Agreement
will conflict with or result in a breach of any of the terms, the
certificate of
incorporation, bylaws or any legal restriction or any agreement or
instrument to
which the Seller is now a party or by which it is bound, or
constitute a default
or result in the violation of any law, rule, regulation, order,
judgment or
decree to which the Seller or its property is subject, or impair
the ability of
the Issuing Entity to realize on the Mortgage Loans, or impair the
value of the
Mortgage Loans.
(e)
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Seller of or compliance by the Seller with this
Agreement or
the sale of the Mortgage Loans as evidenced by the consummation of
the
transactions contemplated by this Agreement, or if required, such
consent,
approval, authorization or order has been obtained prior to the
related Closing
Date.
(f)
There is no action, suit, proceeding or investigation pending or to
its
knowledge threatened against the Seller which, either individually
or in the
aggregate, may result in any material adverse change in the
business,
operations, financial condition, properties or assets of the
Seller, or in any
material impairment of the right or ability of the Seller to carry
on its
business substantially as now conducted, or which would draw into
question the
validity of this Agreement or the Mortgage Loans or of any action
taken or
contemplated herein, or which would be likely to impair materially
the ability
of the Seller to perform under the terms of this Agreement.
(g)
The transfer, assignment and conveyance of the Mortgage Loans by
the
Seller pursuant to this Agreement are not subject to the bulk
transfer or any
similar statutory provisions in effect in any applicable
jurisdiction.
(h)
The Seller is solvent and the sale of the Mortgage Loans will not
cause
the Seller to become insolvent. The sale of the Mortgage Loans is
not undertaken
to hinder, delay or defraud any of the Seller's creditors.
(i)
The consideration received by the Seller upon the sale of the
Mortgage
Loans under this Agreement constitutes fair consideration and
reasonably
equivalent value for the Mortgage Loans.
(j)
The Seller has determined that the disposition of the Mortgage
Loans
from Seller to Depositor pursuant to this Agreement will be
afforded sale
treatment for accounting purposes, all on a non-consolidated
basis.
(k)
The Seller has not transferred the Mortgage Loans to the Depositor
with
any intent to hinder, delay or defraud any of its creditors.
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(l) The Seller has not dealt
with any broker, investment banker, agent or
other Person that may be entitled to any commission or compensation
in the
connection with the sale of the Mortgage Loans.
(m)
Immediately prior to the transfer by the Seller to the Depositor
of
each Mortgage Loan, the Seller had good and equitable title to each
Mortgage
Loan, subject to no prior lien, claim, participation interest,
mortgage,
security interest, pledge, charge or other encumbrance or other
interest of any
nature. On and after the transfer by the Seller to the Depositor of
each
Mortgage Loan, the Depositor will have good and equitable title to
each Mortgage
Loan, subject to no prior lien, claim, participation interest,
mortgage,
security interest, pledge, charge or other encumbrance or other
interest of any
nature.
SECTION 3.02 Representations and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the other parties
hereto as
of the Closing Date that:
(a)
The Depositor has been duly organized and is validly existing as
a
corporation in good standing under the laws of Delaware, with full
power and
authority to own its assets and conduct its business as presently
being
conducted.
(b)
The Depositor has the full corporate power and authority to execute
and
deliver this Agreement and to perform its obligations hereunder,
and the
execution, delivery and performance of this Agreement (including
all instruments
of transfer to be delivered pursuant to this Agreement) by the
Depositor and the
consummation of the transactions contemplated hereby have been duly
and validly
authorized.
(c)
This Agreement constitutes a legal, valid and binding obligation of
the
Depositor, enforceable against the Depositor in accordance with its
terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect
affecting the enforcement of creditors' rights in general and
except as such
enforceability may be limited by general principles of equity
(whether
considered in a proceeding at law or in equity).
(d)
None of the execution and delivery of this Agreement, the sale of
the
Mortgage Loans by the Depositor, the transactions contemplated
hereby, or the
fulfillment of or compliance with the terms and conditions of this
Agreement
will conflict with or result in a breach of any of the terms,
certificate of
incorporation, bylaws or any legal restriction or any agreement or
instrument to
which the Depositor is now a party or by which it is bound, or
constitute a
default or result in the violation of any law, rule, regulation,
order, judgment
or decree to which the Depositor or its property is subject, or
impair the
ability of the Issuing Entity to realize on the Mortgage Loans, or
impair the
value of the Mortgage Loans.
(e)
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of or compliance by the Depositor with
this
Agreement or the sale of the Mortgage Loans is evidenced by the
consummation of
the transactions contemplated by this Agreement, or if required,
such consent,
approval, authorization or order has been obtained prior to the
related Closing
Date.
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(f)
There is no action, suit, proceeding or investigation pending or to
its
knowledge threatened against the Depositor which, either
individually or in the
aggregate, may result in any material adverse change in the
business,
operations, financial condition, properties or assets of the
Depositor, or in
any material impairment of the right or ability of the Depositor to
carry on its
business substantially as now conducted, or which would draw into
question the
validity of this Agreement or the Mortgage Loans or of any action
taken or to be
contemplated herein, or which would be likely to impair materially
the ability
of the Depositor to perform under the terms of this Agreement.
(g)
The transfer, assignment and conveyance of the Mortgage Loans by
the
Depositor pursuant to this Agreement are not subject to the bulk
transfer or any
similar statutory provisions in effect in any applicable
jurisdiction.
(h)
The Depositor is solvent and the sale of the Mortgage Loans will
not
cause the Depositor to become insolvent. The sale of the Mortgage
Loans is not
undertaken to hinder, delay or defraud any of the Depositor's
creditors.
(i)
The consideration received by the Depositor upon the sale of
the
Mortgage Loans under this Agreement constitutes fair consideration
and
reasonably equivalent value for the Mortgage Loans.
(j)
The Depositor has not transferred the Mortgage Loans to the Trust
Fund
with any intent to hinder, delay or defraud any of its
creditors.
(k)
The Depositor has not dealt with any broker, investment banker,
agent
or other Person that may be entitled to any commission or
compensation in the
connection with the sale of the Mortgage Loans.
(l)
Immediately prior to the transfer by the Depositor to the Trust
Fund of
each Mortgage Loan, the Depositor had good and equitable title to
each Mortgage
Loan (insofar as such title was conveyed to it by the Seller),
subject to no
prior lien, claim, participation interest, mortgage, security
interest, pledge,
charge or other encumbrance or other interest of any nature. On and
after the
transfer by the Depositor to the Trust Fund of each Mortgage Loan,
the Issuing
Entity will have good and equitable title to each Mortgage Loan
(insofar as such
title was conveyed to it by the Seller) subject to no prior lien,
claim,
participation interest, mortgage, security interest, pledge, charge
or other
encumbrance or other interest of any nature.
SECTION 3.03 Representations and Warranties of the Master Servicer
and
Securities Administrator.
Wells Fargo Bank, N.A. hereby represents and warrants to the other
parties
hereto as of the Closing Date that:
(a)
It is a national banking association, duly organized and
validly
existing in good standing under the laws of the United States of
America, with
full power and authority to own its assets and conduct its business
as presently
being conducted.
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(b) It has the full
corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder, and the
execution,
delivery and performance of this Agreement (including all
instruments of
transfer to be delivered pursuant to this Agreement) by the Master
Servicer or
the Securities Administrator and the consummation of the
transactions
contemplated hereby have been duly and validly authorized.
(c)
This Agreement constitutes a legal, valid and binding obligation of
the
Master Servicer and Securities Administrator, enforceable against
each in
accordance with its terms, except as enforceability may be limited
by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or
hereafter in effect affecting the enforcement of creditors' rights
in general
and except as such enforceability may be limited by general
principles of equity
(whether considered in a proceeding at law or in equity).
(d)
None of the execution and delivery of this Agreement, the
transactions
contemplated hereby, or the fulfillment of or compliance with the
terms and
conditions of this Agreement will conflict with or result in a
breach of any of
the terms, articles of incorporation or by-laws or any legal
restriction or any
agreement or instrument to which the Master Servicer or the
Securities
Administrator are now a party or by which it is bound, or
constitute a default
or result in the violation of any law, rule, regulation, order,
judgment or
decree to which the Master Servicer or the Securities Administrator
or their
respective properties are subject, or impair the ability of the
Issuing Entity
to realize on the Mortgage Loans, or impair the value of the
Mortgage Loans.
(e)
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Master Servicer and the Securities Administrator
of or
compliance by the Master Servicer and Securities Administrator with
this
Agreement as evidenced by the consummation of the transactions
contemplated by
this Agreement, or if required, such consent, approval,
authorization or order
has been obtained prior to the related Closing Date.
(f)
There is no action, suit, proceeding or investigation pending or to
its
knowledge threatened against the Master Servicer or the Securities
Administrator
which, either individually or in the aggregate, may result in any
material
adverse change in the business, operations, financial condition,
properties or
assets of the Master Servicer or the Securities Administrator, or
in any
material impairment of the right or ability of the Master Servicer
or the
Securities Administrator to carry on its business substantially as
now
conducted, or which would draw into question the validity of this
Agreement or
the Mortgage Loans or of any action taken or to be contemplated
herein, or which
would be likely to impair materially the ability of the Master
Servicer or the
Securities Administrator to perform under the terms of this
Agreement.
(g)
At such time the Master Servicer is the successor servicer, the
Master
Servicer or an Affiliate of the Master Servicer is a HUD-approved
mortgagee
pursuant to Section 203 of the National Housing Act and is in good
standing to
service Mortgage Loans for Fannie Mae and Freddie Mac, and no event
has
occurred, including but not limited to a change in insurance
coverage, which
would make it or any of its Affiliates unable to comply with Fannie
Mae or
Freddie Mac eligibility requirements or which would require
notification to
either Fannie Mae or Freddie Mac.
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(h)
The consummation of the transactions contemplated by this Agreement
are
in the ordinary course of business of the Master Servicer and
Securities
Administrator.
(i)
It has not been terminated as master servicer or securities
administrator in a residential mortgage loan securitization, either
due to a
master servicing default or other inability to perform the required
services.
(j)
No material changes to the Master Servicer's policies or
procedures
with respect to the master servicing function for mortgage loans of
a type
similar to the Mortgage Loans have occurred during the three-year
period
immediately preceding the date hereof.
(k)
There are no aspects of the Master Servicer's financial condition
that
could have a material adverse effect on the performance by it of
its master
servicing obligations under this Agreement.
(l)
There are no legal or governmental proceedings pending (or known to
be
contemplated) against the Master Servicer that are material to
the
Certificateholders.
(m)
There are no affiliations, relationships or transactions relating
the
Master Servicer with respect to this transaction and any party
thereto
identified by the Depositor of a type described in Item 1119 of
Regulation AB.
ARTICLE IV
REPORTS
SECTION 4.01 Annual Assessment of Compliance.
By
March 15th of each year, commencing in March 2007, the Master
Servicer
and the Securities Administrator, each at its own expense, shall
furnish or
otherwise make available, and each such party shall cause any
Servicing Function
Participant engaged by it to furnish, each at its own expense, to
the Securities
Administrator and the Depositor, a report on an assessment of
compliance with
the Relevant Servicing Criteria that contains (A) a statement by
such party of
its responsibility for assessing compliance with the Relevant
Servicing
Criteria, (B) a statement that such party used the Relevant
Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (C) such
party's
assessment of compliance with the Relevant Servicing Criteria as of
and for the
fiscal year covered by the Form 10-K required to be filed pursuant
to Section
4.05(a)(ii), including, if there has been any material instance of
noncompliance
with the Relevant Servicing Criteria, a discussion of each such
failure and the
nature and status thereof, and (D) a statement that a registered
public
accounting firm has issued an attestation report on such party's
assessment of
compliance with the Relevant Servicing Criteria as of and for such
period.
No
later than the end of each fiscal year for the Trust for which a
10-K is
required to be filed, the Master Servicer shall forward to the
Securities
Administrator and the Depositor the name of each Servicing Function
Participant
engaged by it and what Relevant Servicing Criteria will be
addressed in the
report on assessment of compliance prepared by such Servicing
Function
Participant (provided, however, that the Master Servicer need not
provide such
information to the Securities Administrator so long as the Master
Servicer and
the Securities Administrator are the same Person). When the Master
Servicer and
the Securities Administrator (or any Servicing
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Function Participant engaged by them) submit their assessments to
the Securities
Administrator, such parties will also at such time include the
assessment and
attestation pursuant to Section 4.03 of each Servicing Function
Participant
engaged by it.
Promptly after receipt of each such report on assessment of
compliance, (i)
the Depositor shall review each such report and, if applicable,
consult with the
Master Servicer, the Securities Administrator, and any Servicing
Function
Participant engaged by such parties as to the nature of any
material instance of
noncompliance with the Relevant Servicing Criteria by each such
party, and (ii)
the Securities Administrator shall confirm that the assessments,
taken as a
whole, address all of the Servicing Criteria and taken individually
address the
Relevant Servicing Criteria for each party as set forth on Exhibit
1122 and on
any similar exhibit set forth in each Servicing Agreement in
respect of each
Servicer and notify the Depositor of any exceptions.
The
Master Servicer shall include all annual reports on assessment
of
compliance received by it from the Servicers with its own
assessment of
compliance to be submitted to the Securities Administrator pursuant
to this
Section.
In
the event the Master Servicer, the Securities Administrator, or
any
Servicing Function Participant engaged by any such party is
terminated, assigns
its rights and obligations under, or resigns pursuant to, the terms
of this
Agreement, or any other applicable agreement, as the case may be,
such party
shall provide a report on assessment of compliance pursuant to this
Section
4.01, or to such other applicable agreement, notwithstanding any
such
termination, assignment or resignation.
SECTION 4.02 Annual Compliance Statement.
The
Master Servicer and the Securities Administrator shall deliver
or
otherwise make available (and each shall cause any Servicing
Function
Participant engaged by it to deliver) to the Depositor and the
Securities
Administrator, and in the case of the Master Servicer, to the
Trustee, on or
before March 15th of each year, commencing in March 2007, an
Officer's
Certificate stating, as to the signer thereof, that (A) a review of
such party's
activities during the preceding calendar year or portion thereof
and of such
party's performance under this Agreement, or such other applicable
agreement in
the case of a Servicing Function Participant, has been made under
such officer's
supervision and (B) to the best of such officer's knowledge, based
on such
review, such party has fulfilled all its obligations under this
Agreement, or
such other applicable agreement in the case of a Servicing Function
Participant,
in all material respects throughout such year or portion thereof,
or, if there
has been a failure to fulfill any such obligation in any material
respect,
specifying each such failure known to such officer and the nature
and status
thereof.
The
Master Servicer shall include all annual statements of
compliance
received by it from each Servicer with its own annual statement of
compliance to
be submitted to the Securities Administrator pursuant to this
Section.
In
the event the Master Servicer or the Securities Administrator, or
any
Servicing Function Participant engaged by any such party is
terminated or
resigns pursuant to the terms of this Agreement, or any applicable
agreement in
the case of a Servicing Function Participant, as the
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case may be, such party shall provide an Officer's Certificate
pursuant to this
Section 4.02 or to such applicable agreement, as the case may
be,
notwithstanding any such termination, assignment or
resignation.
SECTION 4.03 Attestation Report.
By
March 15th of each year, commencing in March 2007, the Master
Servicer
and the Securities Administrator, each at its own expense, shall
cause, and each
such party shall cause any Servicing Function Participant engaged
by it to
cause, each at its own expense, a registered public accounting firm
(which may
also render other services to the Master Servicer, the Trustee, the
Securities
Administrator, or such other Servicing Function Participants, as
the case may
be) and that is a member of the American Institute of Certified
Public
Accountants to furnish an attestation report to the Securities
Administrator and
the Depositor, to the effect that (i) it has obtained a
representation regarding
certain matters from the management of such party, which includes
an assertion
that such party has complied with the Relevant Servicing Criteria,
and (ii) on
the basis of an examination conducted by such firm in accordance
with standards
for attestation engagements issued or adopted by the PCAOB, it is
expressing an
opinion as to whether such party's compliance with the Relevant
Servicing
Criteria was fairly stated in all material respects, or it cannot
express an
overall opinion regarding such party's assessment of compliance
with the
Relevant Servicing Criteria. In the event that an overall opinion
cannot be
expressed, such registered public accounting firm shall state in
such report why
it was unable to express such an opinion. Such report must be
available for
general use and not contain restricted use language.
Promptly after receipt of each such assessment of compliance
and
attestation report, the Securities Administrator shall confirm that
each
assessment submitted pursuant to Section 4.01 is coupled with an
attestation
meeting the requirements of this Section and notify the Depositor
of any
exceptions.
The
Master Servicer shall include each such attestation furnished to it
by
the Servicers with its own attestation to be submitted to the
Securities
Administrator pursuant to this Section.
In
the event the Master Servicer, the Securities Administrator,
any
Servicer or any Servicing Function Participant engaged by any such
party, is
terminated, assigns its rights and duties under, or resigns
pursuant to the
terms of, this Agreement, or any applicable Custodial Agreement,
Servicing
Agreement or sub-servicing agreement, as the case may be, such
party shall cause
a registered public accounting firm to provide an attestation
pursuant to this
Section 4.03, or such other applicable agreement, notwithstanding
any such
termination, assignment or resignation.
SECTION 4.04 Back-Up Certification.
Each
Form 10-K shall include a Sarbanes-Oxley Certification, required to
be
included therewith pursuant to the Sarbanes-Oxley Act. The Master
Servicer and
the Securities Administrator shall provide, and each such party
shall cause any
Servicing Function Participant engaged by it to provide, to the
Person who signs
the Sarbanes-Oxley Certification (the
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"Certifying Person"), by March 15th of each year in which the Trust
is subject
to the reporting requirements of the Exchange Act and otherwise
within a
reasonable period of time upon request, a certification (each, a
"Back-Up
Certification"), in the form attached hereto as Exhibit SOX, upon
which the
Certifying Person, the entity for which the Certifying Person acts
as an
officer, and such entity's officers, directors and Affiliates
(collectively with
the Certifying Person, "Certification Parties") can reasonably
rely. The senior
officer of the Master Servicer in charge of the master servicing
function shall
serve as the Certifying Person on behalf of the Trust. Such officer
of the
Certifying Person can be contacted by e-mail at
cts.sec.notifications@wellsfargo.com or by facsimile at (410)
715-2380. In the
event any such party or any Servicing Function Participant engaged
by such party
is terminated or resigns pursuant to the terms of this Agreement,
or any
applicable sub-servicing agreement, as the case may be, such party
shall provide
a Back-Up Certification to the Certifying Person pursuant to this
Section 4.04
with respect to the period of time it was subject to this Agreement
or any
applicable sub-servicing agreement, as the case may be.
Notwithstanding the
foregoing, (i) the Master Servicer and the Securities Administrator
shall not be
required to deliver a Back-Up Certification to each other if both
are the same
Person and the Master Servicer is the Certifying Person and (ii)
the Master
Servicer shall not be obligated to sign the Sarbanes-Oxley
Certification in the
event that it does not receive any Back-Up Certification required
to be
furnished to it pursuant to this section or any Servicing Agreement
or Custodial
Agreement.
SECTION 4.05 Commission Reporting.
(a)
The Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via EDGAR, the
following reports
in respect of the Issuing Entity as and to the extent required
under the
Exchange Act, each of which reports shall be signed by the Master
Servicer.
(i) Distribution Report on Form 10-D. Within 15 days after each
Distribution Date (subject to permitted extensions under the
Exchange Act), the
Securities Administrator shall prepare and file on behalf of the
Trust any Form
10-D required by the Exchange Act, in form and substance as
required by the
Exchange Act. The Securities Administrator shall file each Form
10-D with a copy
of the related Monthly Statement attached thereto. Any disclosure
in addition to
the Monthly Statement that is required to be included on Form 10-D
("Additional
Form 10-D Disclosure") shall be reported by the parties set forth
on Exhibit I
to the Depositor and the Securities Administrator and directed and
approved by
the Depositor pursuant to the following paragraph, and the
Securities
Administrator will have no duty or liability for any failure
hereunder to
determine or prepare any Additional Form 10-D Disclosure, except as
set forth in
the next paragraph.
As
set forth on Exhibit I hereto, within five calendar days after
the
related Distribution Date, (i) the parties to this transaction
shall be required
to provide to the Securities Administrator and to the Depositor, to
the extent
known by a responsible officer thereof, in EDGAR-compatible form,
or in such
other form as otherwise agreed upon by the Securities Administrator
and such
party, the form and substance of any Additional Form 10-D
Disclosure, if
applicable, together with an Additional Disclosure Notification in
the form of
Exhibit L hereto (an "Additional Disclosure Notification") and (ii)
the
Depositor will approve, as to form and substance, or disapprove, as
the case may
be, the inclusion of the Additional Form 10-D
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Disclosure on Form 10-D. The Depositor will be responsible for any
reasonable
fees and expenses assessed or incurred by the Securities
Administrator in
connection with including any Additional Form 10-D Disclosure on
Form 10-D
pursuant to this paragraph.
After preparing the Form 10-D, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 10-D to the
Depositor
(provided that such Form 10-D includes any Additional Form 10-D
Disclosure).
Within two Business Days after receipt of such copy, but no later
than the 12th
calendar day after the Distribution Date, the Depositor shall
notify the
Securities Administrator in writing (which may be furnished
electronically) of
any changes to or approval of such Form 10-D. In the absence of
receipt of any
written changes or approval, or if the Depositor does not request a
copy of a
Form 10-D, the Securities Administrator shall be entitled to assume
that such
Form 10-D is in final form and the Securities Administrator may
proceed with the
execution and filing of the Form 10-D. A duly authorized
representative of the
Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be
filed on
time or if a previously filed Form 10-D needs to be amended, the
Securities
Administrator will follow the procedures set forth in Section
4.05(b). Promptly
(but no later than one Business Day) after filing with the
Commission, the
Securities Administrator will make available on its internet
website a final
executed copy of each Form 10-D filed by the Securities
Administrator. Each
party to this Agreement acknowledges that the performance by the
Master Servicer
and the Securities Administrator of its duties under this Section
4.05(a)(i)
related to the timely preparation, execution and filing of Form
10-D is
contingent upon such parties strictly observing all applicable
deadlines in the
performance of their duties under this Section 4.05(a)(i). Neither
the Master
Servicer nor the Securities Administrator shall have any liability
for any loss,
expense, damage, claim arising out of or with respect to any
failure to properly
prepare, execute and/or timely file such Form 10-D, where such
failure results
from the Securities Administrator's inability or failure to obtain
or receive,
on a timely basis, any information from any other party hereto
needed to
prepare, arrange for execution or file such Form 10-D, not
resulting from its
own negligence, bad faith or willful misconduct.
Each
of Form 10-D and Form 10-K requires the registrant to indicate
(by
checking "yes" or "no") that it "(1) has filed all reports required
to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or
for such shorter period that the registrant was required to file
such reports),
and (2) has been subject to such filing requirements for the past
90 days." The
Depositor hereby represents to the Securities Administrator that
the Depositor
has filed all such required reports during the preceding 12 months
and that it
has been subject to such filing requirement for the past 90 days.
The Depositor
shall notify the Securities Administrator in writing, no later than
the fifth
calendar day after the related Distribution Date with respect to
the filing of a
report on Form 10-D and no later than March 15th with respect to
the filing of a
report on Form 10-K, if the answer to the questions should be "no."
The
Securities Administrator shall be entitled to rely on such
representations in
preparing, executing and/or filing any such report.
(ii) Annual Report on Form 10-K. On or prior to the 90th day after
the
end of each fiscal year of the Trust or such earlier date as may be
required by
the Exchange Act (the "10-K Filing Deadline") (it being understood
that the
fiscal year for the Trust ends on December 31st of each year),
commencing in
March 2007, the Securities Administrator shall prepare and file on
behalf of the
Trust a Form 10-K, in form and substance as required by the
Exchange Act.
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Each such Form 10-K shall include the following items, in each case
to the
extent they have been delivered to the Securities Administrator
within the
applicable time frames set forth in this Agreement, the related
Servicing
Agreements and Custodial Agreements, (i) an annual compliance
statement for each
Servicer, the Master Servicer, the Securities Administrator and any
Servicing
Function Participant engaged by such parties (together with each
Custodian,
each, a "Reporting Servicer") as described under Section 4.02 and
in such other
agreements, (ii)(A) the annual reports on assessment of compliance
with
servicing criteria for each Reporting Servicer, as described under
Section 4.01
and in such other agreements, and (B) if each Reporting Servicer's
report on
assessment of compliance with servicing criteria identifies any
material
instance of noncompliance, disclosure identifying such instance
of
noncompliance, or if each Reporting Servicer's report on assessment
of
compliance with servicing criteria is not included as an exhibit to
such Form
10-K, disclosure that such report is not included and an
explanation why such
report is not included, (iii)(A) the registered public accounting
firm
attestation report for each Reporting Servicer, as described under
Section 4.03
or in such other agreement, and (B) if any registered public
accounting firm
attestation report identifies any material instance of
noncompliance, disclosure
identifying such instance of noncompliance, or if any such
registered public
accounting firm attestation report is not included as an exhibit to
such Form
10-K, disclosure that such report is not included and an
explanation why such
report is not included, and (iv) a Sarbanes-Oxley Certification as
described in
Section 4.04 (provided, however, that the Securities Administrator,
at its
discretion, may omit from the Form 10-K any annual compliance
statement,
assessment of compliance or attestation report that is not required
to be filed
with such Form 10-K pursuant to Regulation AB). Any disclosure or
information in
addition to (i) through (iv) above that is required to be included
on Form 10-K
("Additional Form 10-K Disclosure") shall be reported by the
parties set forth
on Exhibit J to the Depositor and the Securities Administrator and
directed and
approved by the Depositor pursuant to the following paragraph, and
the
Securities Administrator will have no duty or liability for any
failure
hereunder to determine or prepare any Additional Form 10-K
Disclosure, except as
set forth in the next paragraph.
As
set forth on Exhibit J hereto, no later than March 15th of each
year
that the Trust is subject to the Exchange Act reporting
requirements, commencing
in 2007, (i) the parties to this transaction shall be required to
provide to the
Securities Administrator and to the Depositor, to the extent known
by a
responsible officer thereof, in EDGAR-compatible form, or in such
other form as
otherwise agreed upon by the Securities Administrator and such
party, the form
and substance of any Additional Form 10-K Disclosure, if
applicable, together
with an Additional Disclosure Notification and (ii) the Depositor
will approve,
as to form and substance, or disapprove, as the case may be, the
inclusion of
the Additional Form 10-K Disclosure on Form 10-K. The Depositor
will be
responsible for any reasonable fees and expenses assessed or
incurred by the
Securities Administrator in connection with including any
Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 10-K to the
Depositor. Within
three Business Days after receipt of such copy, but no later than
March 25th,
the Depositor shall notify the Securities Administrator in writing
(which may be
furnished electronically) of any changes to or approval of such
Form 10-K. In
the absence of receipt of any written changes or approval, or if
the Depositor
does not request a copy of a Form 10-K, the Securities
Administrator shall be
entitled
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to assume that such Form 10-K is in final form and the Securities
Administrator
may proceed with the execution and filing of the Form 10-K. A
senior officer of
the Master Servicer in charge of the master servicing function
shall sign the
Form 10-K. If a Form 10-K cannot be filed on time or if a
previously filed Form
10-K needs to be amended, the Securities Administrator will follow
the
procedures set forth in Section 4.05(b). Promptly (but no later
than one
Business Day) after filing with the Commission, the Securities
Administrator
will make available on its internet website a final executed copy
of each Form
10-K filed by the Securities Administrator. The parties to this
Agreement
acknowledge that the performance by the Master Servicer and the
Securities
Administrator of its duties under this Section 4.05(a)(ii) related
to the timely
preparation, execution and filing of Form 10-K is contingent upon
such parties
(and any Servicing Function Participant) strictly observing all
applicable
deadlines in the performance of their duties under this Section
4.05(a)(ii),
Section 4.04, Section 4.02, Section 4.01 and Section 4.03. Neither
the Master
Servicer nor the Securities Administrator shall have any liability
for any loss,
expense, damage or claim arising out of or with respect to any
failure to
properly prepare, execute and/or timely file such Form 10-K, where
such failure
results from the Securities Administrator's inability or failure to
obtain or
receive, on a timely basis, any information from any other party
hereto needed
to prepare, arrange for execution or file such Form 10-K, not
resulting from its
own negligence, bad faith or willful misconduct.
(iii) Current Reports on Form 8-K. Within four Business Days after
the
occurrence of an event requiring disclosure on Form 8-K (each such
event, a
"Reportable Event"), and if requested by the Depositor, the
Securities
Administrator shall prepare and file on behalf of the Trust any
Form 8-K, as
required by the Exchange Act, provided that the Depositor shall
file the initial
Form 8-K in connection with the issuance of the Certificates. Any
disclosure or
information related to a Reportable Event or that is otherwise
required to be
included on Form 8-K other than the initial Form 8-K ("Form 8-K
Disclosure
Information") shall be reported by the parties set forth on Exhibit
K to the
Depositor and the Securities Administrator and directed and
approved by the
Depositor pursuant to the following paragraph, and the Securities
Administrator
will have no duty or liability for any failure hereunder to
determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, except as set
forth in the
next paragraph.
As
set forth on Exhibit K hereto, for so long as the Trust is subject
to
the Exchange Act reporting requirements, no later than the close of
business
(New York City time) on the 2nd Business Day after the occurrence
of a
Reportable Event (i) the parties to this transaction shall be
required to
provide to the Securities Administrator and to the Depositor, to
the extent
known by a responsible officer thereof, in EDGAR-compatible form,
or in such
other form as otherwise agreed upon by the Securities Administrator
and such
party, the form and substance of any Form 8-K Disclosure
Information, if
applicable, together with an Additional Disclosure Notification and
(ii) the
Depositor will approve, as to form and substance, or disapprove, as
the case may
be, the inclusion of the Form 8-K Disclosure Information. The
Depositor will be
responsible for any reasonable fees and expenses assessed or
incurred by the
Securities Administrator in connection with including any Form 8-K
Disclosure
Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 8-K to the
Depositor.
Promptly, but no later than the close of business on the third
Business Day
after the Reportable Event, the Depositor shall notify the
Securities
Administrator in writing (which may be furnished electronically) of
any changes
to or
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approval of such Form 8-K. In the absence of receipt of any written
changes or
approval, or if the Depositor does not request a copy of a Form
8-K, the
Securities Administrator shall be entitled to assume that such Form
8-K is in
final form and the Securities Administrator may proceed with the
execution and
filing of the Form 8-K. A duly authorized representative of the
Master Servicer
shall sign each Form 8-K. If a Form 8-K cannot be filed on time or
if a
previously filed Form 8-K needs to be amended, the Securities
Administrator will
follow the procedures set forth in Section 4.05(b). Promptly (but
no later than
one Business Day) after filing with the Commission, the Securities
Administrator
will, make available on its internet website a final executed copy
of each Form
8-K. The parties to this Agreement acknowledge that the performance
by the
Master Servicer and the Securities Administrator of its duties
under this
Section 4.05(a)(iii) related to the timely preparation, execution
and filing of
Form 8-K is contingent upon such parties strictly observing all
applicable
deadlines in the performance of their duties under this Section
4.05(a)(iii).
Neither the Master Servicer nor the Securities Administrator shall
have any
liability for any loss, expense, damage, claim arising out of or
with respect to
any failure to properly prepare, execute and/or timely file such
Form 8-K, where
such failure results from the Securities Administrator's inability
or failure to
obtain or receive, on a timely basis, any information from any
other party
hereto needed to prepare, arrange for execution or file such Form
8-K, not
resulting from its own negligence, bad faith or willful
misconduct.
(iv) Form 15. On or prior to January 30th of the first year in
which
the Securities Administrator is able to do so under applicable law,
the
Securities Administrator shall prepare and file a Form 15
Suspension
Notification relating to the automatic suspension of reporting in
respect of the
Trust under the Exchange Act.
(b)
In the event that the Securities Administrator is unable to timely
file
with the Commission all or any required portion of any Form 8-K,
10-D or 10-K
required to be filed by this Agreement because required disclosure
information
was either not delivered to it or delivered to it after the
delivery deadlines
set forth in this Agreement or for any other reason, the
Securities
Administrator will promptly notify electronically the Depositor. In
the case of
Form 10-D and 10-K, the parties to this Agreement will cooperate to
prepare and
file a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant
to Rule
12b-25 of the Exchange Act. In the case of Form 8-K, the
Securities
Administrator will, upon receipt of all required Form 8-K
Disclosure Information
and upon the approval and direction of the Depositor, include such
disclosure
information on the next Form 10-D. In the event that any previously
filed Form
8-K, 10-D or 10-K needs to be amended in connection with any
Additional Form
10-D Disclosure (other than for the purpose of restating any
Monthly Report),
Additional Form 10-K Disclosure or Form 8-K Disclosure Information,
the
Securities Administrator will electronically notify the Depositor
and such other
parties to the transaction as are affected by such amendment, and
such parties
will cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A.
Any Form 15,
Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
signed by a duly
authorized representative, or senior officer in charge of master
servicing, as
applicable, of the Master Servicer. The parties to this Agreement
acknowledge
that the performance by the Master Servicer and the Securities
Administrator of
its duties under this Section 4.05(b) related to the timely
preparation,
execution and filing of Form 15, a Form 12b-25 or any amendment to
Form 8-K,
10-D or 10-K is contingent upon each such party performing its
duties under this
Section. Neither the Master Servicer nor the Securities
Administrator shall have
any liability for any loss,
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expense, damage, claim arising out of or with respect to any
failure to properly
prepare, execute and/or timely file any such Form 15, Form 12b-25
or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results
from the
Securities Administrator's inability or failure to obtain or
receive, on a
timely basis, any information from any other party hereto needed to
prepare,
arrange for execution or file such Form 15, Form 12b-25 or any
amendments to
Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or
willful misconduct.
SECTION 4.06 Distribution Date Report.
(a)
On each Distribution Date, the Securities Administrator shall
make
available to the other parties hereto a report containing
information with
respect to such Distribution Date (each, a "Distribution Date
Report"),
including the following items (on the basis of information provided
with respect
to the Mortgage Loans by the Servicers):
(i) interest received on the Mortgage Loans;
(ii) the Accrued Certificate Interest and the Adjusted Accrued
Certificate Interest for each Class of Certificates;
(iii) the Principal Remittance Amount, including Liquidation
Proceeds
and
Insurance Proceeds, stating separately the amount attributable
to
Scheduled Monthly Payments of principal and unscheduled payments in
the
nature of principal, Principal Distribution Amount and Basic
Principal
Distribution Amount;
(iv) the amount of principal and interest distributed on each Class
of
Certificates;
(v) the Certificate Principal Balance of each Class of
Certificates,
to
the extent applicable, as of such Distribution Date after giving
effect
to
payments allocated to principal reported under subclause (iii)
above and
the
Notional Amount of the Class C Certificates as of such
Distribution
Date;
(vi) the Pass-Through Rate, if applicable, for each Class of
Certificates for such Distribution Date;
(vii) for each Class of Certificates, amounts distributed on
such
Distribution Date in respect of the Net WAC Cap Carryover Amounts
and
Negative Amortization Carryover Amounts for such Class, the Net WAC
Cap
Carryover Amounts and Negative Amortization Carryover Amounts for
such
Class remaining unpaid after giving effect to distributions thereof
on such
Distribution Date and the amounts of all Net WAC Carryover Amounts
covered
by
withdrawals from the Reserve Account on such Distribution;
(viii) the amount of any Realized Losses incurred with respect to
the
Mortgage Loans (x) in the applicable Prepayment Period and (y) in
the
aggregate since the Cut-off Date;
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(ix) the amount of Realized Losses allocated to each Class of
Certificates on such Distribution Date and the aggregate amount of
Realized
Losses allocated to each Class of Certificates since the Closing
Date;
(x) the amount of the Servicing Fees and Master Servicing Fees
paid
during the Due Period to which such Distribution Date relates;
(xi) the Substitution Adjustment Amounts paid during the
related
Prepayment Period;
(xii) the Non-Mortgagor Prepayment Premium Payment Amounts paid
during
the
related Prepayment Period;
(xiii) the Additional Negative Amortization Amount, the
Additional
Negative Amortization Amount Carryover Amount, the Adjusted
Accrued
Certificate Interest, the Adjusted Net WAC Rate, the Cumulative
Realized
Loss
Percentage, the Class C Distributable Amount, the aggregate
Deferred
Interest, the Delinquency Rate, the Excess Cash Flow, the
Interest
Distribution Amount, the Interest Remittance Amount, the
Overcollateralization Amount, the Overcollateralization Deficiency
Amount
(if
any), the Rolling Three Month Delinquency Rate, the Senior
Principal
Distribution Amount and the Target Overcollateralization Amount, in
each
case
for such Distribution Date, the related Due Period or the
related
Prepayment Period, as applicable;
(xiv) the number and aggregate Stated Principal Balance of the
Mortgage Loans, as reported to the Master Servicer and the
Securities
Administrator by the Servicers:
(A) remaining outstanding,
(B) that are Delinquent 30 to 59 days as of the last of the
related Due Period,
(C) that are Delinquent 60 to 89 days as of the last of the
related Due Period,
(D) that are Delinquent 90 or more days as of the last of the
related Due Period,
(E) as to which foreclosure proceedings have been commenced
during the related Prepayment Period and since the Closing
Date,
(F) as to which the related Mortgagor has filed for bankruptcy
after the Closing Date, and
(G) that are REO Properties as of the last of the related
Prepayment Period;
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(xv) the aggregate Stated Principal Balance of any Mortgage Loans
with
respect to which the related Mortgaged Property became an REO
Property as
of
the close of business on the last Business Day of the calendar
month
immediately preceding the month in which such Distribution Date
occurs;
(xvi) with respect to substitution of Mortgage Loans in the
preceding
calendar month, the Stated Principal Balance of each Deleted
Mortgage Loan
and
of each Qualified Substitute Mortgage Loan;
(xvii) the aggregate amount of any Monthly Advances made by or
on
behalf of each Servicer (or the Master Servicer) solely to the
extent
reported to the Securities Administrator by the Master Servicer;
and
(xviii) LIBOR with respect to such Distribution Date.
(b)
The Securities Administrator will make such report and additional
loan
level information (and, at its option, any additional files
containing the same
information in an alternative format) available each month via the
Securities
Administrator's website. The Securities Administrator's website can
be accessed
at https:/www.ctslink.com. Assistance in using the website can be
obtained by
calling the Securities Administrator's customer service desk at
301-815-6600.
Such parties that are unable to use the website are entitled to
have a paper
copy mailed to them via first class mail by notifying the
Securities
Administrator at the address set forth herein, and indicating such.
The
Securities Administrator shall have the right to change the way
such statements
are distributed in order to make such distribution more convenient
and/or more
accessible to the above parties and the Securities Administrator
shall provide
timely and adequate notification to all above parties regarding any
such
changes.
(c)
The foregoing information and reports shall be prepared and
determined
by the Securities Administrator based solely on Mortgage Loan data
provided to
the Master Servicer and the Securities Administrator by the
Servicers pursuant
to the applicable Servicing Agreement. In preparing or furnishing
the foregoing
information, the Securities Administrator shall be entitled to rely
conclusively
on the accuracy of the information or data regarding the Mortgage
Loans and the
related REO Property that have been provided to the Master Servicer
and the
Securities Administrator by the Servicer, and neither the
Securities
Administrator nor the Master Servicer shall be obligated to verify,
recompute,
reconcile or recalculate any such information or data.
(d)
Within a reasonable period of time after the end of each calendar
year,
the Securities Administrator shall furnish upon request to each
Person who at
any time during the calendar year was a Certificateholder, the
information set
forth in clause (a)(iv) of this Section 4.06 aggregated for such
calendar year
or applicable portion thereof during which such Person was a
Certificateholder.
Such obligation of the Securities Administrator shall be deemed to
have been
satisfied to the extent that substantially comparable information
shall be
provided by the Trustee or the Securities Administrator pursuant to
any
requirements of the Code as from time to time in effect.
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SECTION 4.07 [Reserved].
SECTION 4.08 Additional Information.
Each
of the parties agrees to provide to the Securities Administrator
such
additional information related to such party as the Securities
Administrator may
reasonably request, including evidence of the authorization of the
person
signing any certificate or statement, financial information and
reports, and
such other information related to such party or its performance
hereunder.
SECTION 4.09 Intention of the Parties and Interpretation.
Each
of the parties acknowledges and agrees that the purpose of Article
IV
is to facilitate compliance by Wells Fargo and the Depositor with
the provisions
of Regulation AB. Therefore, each of the parties agrees that (a)
the obligations
of the parties hereunder shall be interpreted in such a manner as
to accomplish
that purpose, (b) the parties' obligations hereunder will be
supplemented and
modified as necessary to be consistent with any such amendments,
interpretive
advice or guidance, convention or consensus among active
participants in the
asset-backed securities markets, advice of counsel, or otherwise in
respect of
the requirements of Regulation AB, (c) the parties shall comply
with requests
made by Wells Fargo or the Depositor for delivery of additional or
different
information as Wells Fargo or the Depositor may determine in good
faith is
necessary to comply with the provisions of Regulation AB, and (d)
no amendment
of this Agreement shall be required to effect any such changes in
the parties'
obligations as are necessary to accommodate evolving
interpretations of the
provisions of Regulation AB
SECTION 4.10 Indemnification.
Each
of the Depositor, Master Servicer, Securities Administrator and
any
Servicing Function Participant engaged by such party, respectively,
shall
indemnify and hold harmless the Master Servicer, the Securities
Administrator
and the Depositor, respectively, and each of its directors,
officers, employees,
agents, and affiliates from and against any and all claims, losses,
damages,
penalties, fines, forfeitures, reasonable legal fees and related
costs,
judgments and other costs and expenses arising out of or based upon
(a) any
breach by such party of any if its obligations under hereunder,
including
particularly its obligations to provide any Assessment of
Compliance,
Attestation Report, Compliance Statement or any information, data
or materials
required to be included in any 1934 Act report, (b) any material
misstatement or
omission in any information, data or materials provided by such
party (or, in
the case of the Securities Administrator or Master Servicer, any
material
misstatement or material omission in (i) any Compliance Statement,
Assessment of
Compliance or Attestation Report delivered by it, or by any
Servicing Function
Participant engaged by it, pursuant to this Agreement, or (ii) any
Additional
Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure
concerning the Master Servicer or the Securities Administrator), or
(c) the
negligence, bad faith or willful misconduct of such indemnifying
party in
connection with its performance hereunder. If the indemnification
provided for
herein is unavailable or insufficient to hold harmless the Master
Servicer, the
Securities Administrator or the Depositor, as the case may be, then
each such
party agrees that it shall contribute to the amount paid or payable
by the
Master Servicer,
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the Securities Administrator or the Depositor, as applicable, as a
result of any
claims, losses, damages or liabilities incurred by such party in
such proportion
as is appropriate to reflect the relative fault of the indemnified
party on the
one hand and the indemnifying party on the other. This
indemnification shall
survive the termination of this Agreement or the termination of any
party to
this Agreement.
ARTICLE V
MASTER SERVICER
SECTION 5.01 Duties of the Master Servicer.
(a)
The Master Servicer shall master service the Mortgage Loans in
accordance with the Accepted Master Servicing Practices and the
provisions of
this Agreement. The Master Servicer shall monitor the performance
of the
obligations of each Servicer under its Servicing Agreement
(provided, however,
that the Master Servicer shall have no duty to monitor compliance
by a Servicer
of its obligation to remit Non-Mortgagor Prepayment Premium Payment
Amounts or
Prepayment Premiums owed to the Issuing Entity).
(b)
The Master Servicer shall not be required to cause any Servicer to
take
any action or refrain from taking any action if this Agreement or
the related
Servicing Agreement does not require such Servicer to take such
action or
refrain from taking such action. The Master Servicer shall have no
liability for
the acts or omissions of any Servicer in the performance by such
Servicer of its
obligations under the related Servicing Agreement.
(c) If a party does
not act as both the Master Servicer and the Securities
Administrator, not later than the Business Day prior to each
Distribution Date,
the Master Servicer shall forward to the Securities Administrator a
statement
setting forth the status of any account or accounts, including any
collection
accounts, maintained by the Master Servicer as of the close of
business on the
Business Day prior to the related Distribution Date, indicating
that all
remittances or payments required by this Agreement to be made by
the Master
Servicer have been made (or if any required remittance or payment
has not been
made by the Master Servicer, specifying the nature and status
thereof) and
showing, for the period covered by such statement, the aggregate of
deposits
into and withdrawals from any account maintained by the Master
Servicer.
(d)
The Master Servicer shall, in accordance with the applicable
Servicing
Agreement and Section 5.08, in the event a Responsible Officer of
the Master
Servicer has actual knowledge that that the related Servicer has
failed to
perform its obligations in accordance therewith, terminate the
rights and
obligations of such Servicer thereunder and assume the obligation
of such
Servicer or appoint a successor servicer in accordance with the
provisions of
Section 5.08. The Master Servicer shall pay the costs of such
enforcement at its
own expense, and shall be reimbursed for the costs of such
enforcement initially
(i) from a specific recovery of costs, expenses or attorneys' fees
against such
servicer, and then, (ii) to the extent that such amounts are
insufficient to
reimburse the Master Servicer for the costs of such enforcement,
from the
Distribution Account.
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(e)
If any Servicer fails to remit a Monthly Advance, the Master
Servicer,
in its capacity as successor servicer, shall itself make such
Monthly Advance.
If the Master Servicer determines that a Monthly Advance is
required, it shall,
on the Business Day immediately prior to the related Distribution
Date, deposit
in the Distribution Account immediately available funds in an
amount equal to
such Monthly Advance. The Master Servicer shall be entitled to be
reimbursed
from the Distribution Account in accordance with Section 8.01 for
all Monthly
Advances made by it from late collections related to such Mortgage
Loan or from
other funds as provided in Section 8.01. Notwithstanding anything
to the
contrary herein, in the event the Master Servicer determines in its
reasonable
judgment that a Monthly Advance is a Non-recoverable Advance, the
Master
Servicer shall be under no obligation to make such Monthly Advance.
In the event
that the Master Servicer determines that any such Monthly Advances
are
Non-recoverable Advances, the Master Servicer shall provide the
Trustee with a
certificate signed by a Responsible Officer of the Master Servicer
evidencing
such determination and setting forth the basis for such
determination.
(f)
The Master Servicer undertakes to perform such duties and only
such
duties as are specifically set forth in this Agreement.
SECTION 5.02 Assignment or Delegation of Duties by the Master
Servicer.
Except as expressly provided herein, the Master Servicer shall not
assign
or transfer any of its rights, benefits or privileges hereunder to
any other
Person, or delegate to or subcontract with, or authorize or appoint
any other
Person to perform any of the duties, covenants or obligations to be
performed by
the Master Servicer hereunder, unless the Trustee and the Depositor
shall have
consented to such action (such consent of the Trustee or the
Depositor not to be
unreasonably withheld or delayed); provided, however, that the
Master Servicer
shall have the right without the prior written consent of the
Trustee or the
Depositor to delegate or assign to or subcontract with or authorize
or appoint
an Affiliate of the Master Servicer to perform and carry out any
duties,
covenants or obligations to be performed and carried out by the
Master Servicer
hereunder. In no case, however, shall any such delegation,
subcontracting or
assignment to an Affiliate of the Master Servicer relieve the
Master Servicer of
any liability hereunder. Notice of such permitted assignment shall
be given
promptly by the Master Servicer to the Depositor and the
Trustee.
SECTION 5.03 Fidelity Bond and Errors and Omission Policy.
The
Master Servicer, at its expense, shall maintain with
responsible
companies, at its own expense, a blanket Fidelity Bond and an
Errors and
Omissions Insurance Policy, with broad coverage on all officers,
employees and
other Persons acting on such Master Servicer's behalf, and covering
errors and
omissions in the performance of the Master Servicer's obligations
hereunder. The
Errors and Omissions Insurance Policy shall be in such form and
amount that is
consistent with coverage customarily maintained by master servicers
of Mortgage
Loans similar to the Mortgage Loans. The Master Servicer shall
provide the
Depositor and the Trustee, upon request, with a copy of the
Fidelity Bond and
Errors and Omission Policy.
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SECTION 5.04 Compensation to the Master Servicer.
(a)
The Master Servicer will be entitled to the Master Servicer Fee on
each
Distribution Date. All income and gain realized from any investment
of funds in
the Distribution Account shall be for the benefit of the Master
Servicer as
compensation. Notwithstanding the foregoing, if the Master Servicer
is the
successor servicer, the Master Servicer shall deposit in the
Distribution
Account, on or before the related Distribution Date, an amount
equal to the
lesser of (a) its servicing compensation as successor Servicer with
respect to
such Distribution Date and (b) the amount of any Compensating
Interest Payment
required to be paid by it as successor Servicer with respect to
such
Distribution Date pursuant to the related Servicing Agreement. The
Master
Servicer shall be required to pay all expenses incurred by it in
connection with
its activities hereunder and shall not be entitled to reimbursement
therefor
except as provided in this Agreement.
(b)
From the Master Servicing Fee, the Master Servicer shall pay the
fees
of the Trustee and Custodian pursuant to an agreed fee
schedule.
SECTION 5.05 Merger or Consolidation.
Any
Person into which the Master Servicer may be merged or
consolidated, or
any Person resulting from any merger, conversion, other change in
form or
consolidation to which the Master Servicer shall be a party, or any
Person
succeeding to the business of the Master Servicer, shall be the
successor to the
Master Servicer hereunder, without the execution or filing of any
paper or any
further act on the part of any of the parties hereto, anything
herein to the
contrary notwithstanding; provided, however, that the successor or
resulting
Person to the Master Servicer shall be a Person that shall be
qualified and
approved (or that have an Affiliate that is qualified and approved)
to service
Mortgage Loans for Fannie Mae or Freddie Mac and shall have a net
worth of not
less than $25,000,000.
SECTION 5.06 Examination Rights.
(a)
The Depositor or their respective designees shall have the right
to
examine and audit any and all of the related books, records,
facilities or other
information of the Master Servicer, whether held by the Master
Servicer or by
another on its behalf, solely and specifically relating to this
Agreement or the
Mortgage Loans, during business hours or at such other times as may
be
reasonable under applicable circumstances, upon reasonable advance
notice;
provided, however, that such examination will not be permitted to
the extent
such examination would be inconsistent with (i) the Master
Servicer's current
reasonable procedures and policies in effect at such time, (ii)
applicable law
(including any rules and regulations promulgated thereunder),
including but not
limited to applicable copyright and trademark laws, (iii) any
evidentiary
privileges that the Master Servicer or Securities Administrator may
have with
respect to such materials, i.e., disclosure of such materials may
cause the
Master Servicer to lose such privilege, and (iv) the
confidentiality obligations
imposed upon the Master Servicer by any unaffiliated third-party
relating to
such books of account and records. Each party shall pay its own
travel expenses
associated with such examination.
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(b)
The Master Servicer shall make available for interview to the
Depositor
or their employees, agents, representatives and attorneys, such
officers and
employees that are responsible for and/or knowledgeable about the
performance of
the Master Servicer's obligations under this Agreement. Any such
interview shall
be upon reasonable advance notice and only as long as such
interview does not
disrupt the operations of the Master Servicer.
SECTION 5.07 Resignation of Master Servicer.
(a)
Except as otherwise provided in this Section 5.07, the Master
Servicer
shall not resign from the obligations and duties hereby imposed on
it except (i)
with the consent of the Depositor (which consent may not be
unreasonably
withheld or delayed) or (ii) upon the determination that its duties
hereunder
are no longer permissible under applicable law and such incapacity
cannot be
cured by the Master Servicer. Any such determination permitting
resignation
pursuant to clause (ii) above shall be evidenced by an Opinion of
Counsel to
such effect delivered to the Trustee and the Depositor. No such
resignation
shall become effective until a successor master servicer shall have
assumed the
Master Servicer's responsibilities and obligations under this
Agreement. Notice
of such resignation shall be given promptly, but no less than 30
days prior to
the effectiveness of such resignation, by the Master Servicer to
the Depositor
and the Trustee.
(b)
Upon the resignation of the Master Servicer and the appointment of
a
successor master servicer as described in the preceding paragraph,
the
Securities Administrator, if the same party, also may resign upon
notice to the
Depositor and the Trustee.
SECTION 5.08 Master Servicer to Act as Servicer; Appointment of
Successor.
(a)
If the Master Servicer becomes aware of a Servicer Event of
Default,
the Master Servicer shall promptly notify the Depositor, the Seller
and the
Trustee. In each and every such case, so long as a Servicer Event
of Default
shall not have been remedied, in addition to whatever rights the
Master Servicer
or the Trustee may have at law or equity to damages, including
injunctive relief
and specific performance, the Master Servicer, by notice in writing
to the
Servicer, may terminate all the rights and obligations of such
Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds
thereof.
(b)
To the extent provided in the related Servicing Agreement: If a
Servicer is terminated as provided herein, upon written request
from the
Depositor or the Master Servicer, such Servicer shall, at its
expense, prepare,
execute and deliver to the successor entity designated by the
Master Servicer
any and all documents and other instruments, place in such
successor's
possession all Mortgage Files, and do or cause to be done all other
acts or
things necessary or appropriate to effect the purposes of such
notice of
termination, including but not limited to the transfer and
endorsement or
assignment of the Mortgage Loans and related documents, at such
Servicer's sole
expense. The applicable Servicer shall cooperate with the Master
Servicer and
such successor in effecting the termination of the Servicer's
responsibilities
and rights hereunder, including without limitation, the transfer to
such
successor for administration by it of all cash amounts which shall
at the time
be credited by the Servicer to the Custodial Account or Escrow
Account or
thereafter received with respect to the Mortgage Loans.
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(c)
To the extent provided in the related Servicing Agreement: In
connection with the foregoing, the Servicer being terminated shall
bear all
reasonable out-of-pocket costs of a servicing transfer, including
but not
limited to those of the Master Servicer, the Securities
Administrator, the
Trustee, legal fees and expenses, accounting and financial
consulting fees and
expenses, and costs of amending the Agreement, if necessary. If
such amounts are
not paid by (or required to be paid by) the terminated Servicer,
they shall be
paid from amounts held in the Distribution Account pursuant to
Section 5.08(h)
of this Agreement.
(d)
On and after the time any Servicer resigns or is terminated by
the
Master Servicer pursuant to this Section 5.08 or the terms of the
applicable
Servicing Agreement, the Master Servicer shall appoint a successor
servicer
pursuant to this Agreement, who shall be subject to all the
responsibilities,
duties and liabilities relating thereto placed on such Servicer by
the terms and
provisions of this Agreement and applicable law.
(e)
It is understood and acknowledged by the parties hereto that there
will
be a period of transition (not to exceed 90 days) before the actual
servicing
functions can be fully transferred to any successor servicer.
(f)
Any successor to any Servicer appointed pursuant to this Agreement
or
any Servicing Agreement shall be an institution that is a Fannie
Mae-and Freddie
Mac-approved servicer in good standing, has a net worth of at least
$25,000,000
and is willing to service the Mortgage Loans and shall execute and
deliver to
the Depositor, the Trustee, the Securities Administrator and the
Master Servicer
an agreement accepting such delegation and assignment, which
contains an
assumption by such Person of the rights, powers, duties,
responsibilities,
obligations and liabilities of such Servicer, with like effect as
if originally
named as a party to this Agreement; provided, further that each
Rating Agency
acknowledges that its rating of the Certificates in effect
immediately prior to
such assignment and delegation shall not be downgraded, withdrawn
or qualified
as a result of such assignment and delegation.
(g)
In connection with such appointment and assumption, the Master
Servicer
may make such arrangements for the compensation of such successor
out of
payments on Mortgage Loans as it and such successor shall agree,
but not in
excess of the Servicing Fee. The Depositor, the Master Servicer and
such
successor shall take such action, consistent with this Agreement,
as shall be
necessary to effectuate any such succession.
(h)
To the extent that the costs and expenses of the Master
Servicer
related to any termination of a Servicer, appointment of a
successor servicer or
the transfer and assumption of servicing by the Master Servicer
with respect to
this Agreement (including, without limitation, (i) all legal costs
and expenses
and all due diligence costs and expenses associated with an
evaluation of the
potential termination of a Servicer as a result of an event of
default by such
Servicer and (ii) all costs and expenses associated with the
complete transfer
of servicing, including all servicing files and all servicing data
and the
completion, correction or manipulation of such servicing data as
may be required
by the successor servicer to correct any errors or insufficiencies
in the
servicing data or otherwise to enable the successor servicer to
service the
Mortgage Loans in accordance with this Agreement) are not fully and
timely
reimbursed (or required to be reimbursed) by the terminated
Servicer, the Master
Servicer shall be entitled to reimbursement of such costs and
expenses from the
Distribution Account.
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(i)
The successor servicer will not assume liability for the
representations and warranties of the Servicer that it
replaces.
(j)
Any successor to any Servicer shall give notice to the related
Mortgagors of such change of servicer and shall, during the term of
its service
as Servicer maintain in force the policy or policies that such
Servicer is
required to maintain pursuant to this Agreement.
(k)
No successor servicer will be responsible for delays attributable
to
the applicable Servicer's failure to deliver information, defects
in the
information supplied by such Servicer or other circumstances beyond
the control
of the successor servicer. The successor servicer will make
arrangements with
the applicable Servicer for the prompt and safe transfer of, and
such Servicer
shall provide to the successor servicer, all necessary servicing
files and
records, including (as deemed necessary by the successor servicer
at such time):
(i) microfiche loan documentation, (ii) servicing system tapes,
(iii) mortgage
loan payment history, (iv) collections history and (v) the trial
balances, as of
the close of business on the day immediately preceding conversion
to the
successor servicer, reflecting all applicable mortgage loan
information. The
successor servicer shall have no responsibility and shall not be in
default
hereunder nor incur any liability for any failure, error,
malfunction or any
delay in carrying out any of its duties under this Agreement if any
such failure
or delay results from the successor servicer acting in accordance
with
information prepared or supplied by a Person other than the
successor servicer
or the failure of any such Person to prepare or provide such
information. The
successor servicer shall have no responsibility, shall not be in
default and
shall incur no liability (i) for any act or failure to act by any
third party,
including the servicer, or for any inaccuracy or omission in a
notice or
communication received by the successor servicer from any third
party or (ii)
which
