EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
OCWEN LOAN SERVICING, LLC,
Servicer,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
-----------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2006
-----------------------------------------------
GSAMP TRUST 2006-S6
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-S6
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03
Representations, Warranties and Covenants of the Servicer....
Section 2.04
[Reserved]...................................................
Section 2.05 Execution
and Delivery of Certificates.......................
Section 2.06 REMIC
Matters................................................
Section 2.07
Representations and Warranties of the Depositor..............
Section 2.08
Enforcement of Obligations for Breach of Mortgage Loan
Representations.............................................
Section 2.09 Purposes
and Powers of the Trust.............................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans...........................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicers................................................
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability
of the Servicer....................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee.....................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee.....................................................
Section 3.07
Collection of Certain Mortgage Loan Payments.................
Section 3.08
Subservicing Accounts........................................
Section 3.09
[Reserved]...................................................
Section 3.10
Collection Account...........................................
Section 3.11
Withdrawals from the Collection Account......................
Section 3.12
Investment of Funds in the Collection Account and the
Distribution Account........................................
Section 3.13
Maintenance of Hazard Insurance, Errors and Omissions and
Fidelity Coverage...........................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.15
Realization upon Defaulted Mortgage Loans....................
Section 3.16 Release
of Mortgage Files....................................
Section 3.17 Title,
Conservation and Disposition of REO Property..........
Section 3.18
[Reserved]...................................................
Section 3.19 Access to
Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.........................
Section 3.21 Servicing
Compensation.......................................
Section 3.22 Annual
Statement as to Compliance............................
Section 3.23
Assessments of Compliance and Attestation Reports............
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
Section 3.27 Excess
Reserve Fund Account; Distribution Account............
Section 3.28 Optional
Purchase of Delinquent Mortgage Loans...............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances.....................................................
Section 4.02
Priorities of Distribution...................................
Section 4.03 Monthly
Statements to Certificateholders.....................
Section 4.04 Certain
Matters Relating to the Determination of LIBOR.......
Section 4.05
Allocation of Applied Realized Loss Amounts..................
Section 4.06
Supplemental Interest Trust..................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates....................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Persons
Deemed Owners........................................
Section 5.05 Access to
List of Certificateholders' Names and Addresses....
Section 5.06
Maintenance of Office or Agency..............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01
Respective Liabilities of the Depositor and the Servicer.....
Section 6.02 Merger or
Consolidation of the Depositor or the Servicer.....
Section 6.03
Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 6.04
Limitation on Resignation of the Servicer....................
Section 6.05
Additional
Indemnification by the
Servicer; Third
Party
Claims......................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor Servicer............
Section 7.03
Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
the Trustee........................................
Section 8.02 Certain
Matters Affecting the Trustee........................
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans........
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Trustee's
Fees and Expenses..................................
Section 8.06
Eligibility Requirements for the Trustee.....................
Section 8.07
Resignation and Removal of the Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or
Consolidation of the Trustee.......................
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Tax
Matters..................................................
Section 8.12 Periodic
Filings.............................................
Section 8.13 Tax
Treatment of Basis Risk Carry Forward Amounts, the
Supplemental Interest Trust, the Yield Maintenance
Agreement and the Interest Rate Swap Agreement..............
Section 8.14 Intention
of the Parties and Interpretation..................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon
Liquidation or
Purchase of the Mortgage
Loans.......................................................
Section 9.02 Final
Distribution on the Certificates.......................
Section 9.03
Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS
PROVISIONS
Section 10.01
Amendment....................................................
Section 10.02 Recordation of Agreement;
Counterparts.......................
Section 10.03 Governing
Law................................................
Section 10.04 Intention of
Parties.........................................
Section 10.05
Notices......................................................
Section 10.06 Severability of
Provisions...................................
Section 10.07 Assignment; Sales; Advance
Facilities........................
Section 10.08 Limitation on Rights of
Certificateholders...................
Section 10.09 Inspection and Audit
Rights..................................
Section 10.10 Certificates Nonassessable and Fully
Paid....................
Section 10.11 Waiver of Jury
Trial.........................................
Section 10.12 Limitation of
Damages........................................
Section 10.13 Third Party
Rights...........................................
Section 10.14 No
Solicitation..............................................
Section 10.15 Regulation AB Compliance; Intent of the Parties;
Reasonableness..............................................
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Ocwen, as Servicer
EXHIBITS
Exhibit A-1 Form
of Class A and Class M Certificates
Exhibit B Form of Class P
Certificate
Exhibit C Form of Class R
Certificate
Exhibit D-1 Form
of Class X Certificate
Exhibit D-2 Form
of Class X-1 Certificate
Exhibit E Form of Initial
Certification of the Trustee
Exhibit F Form of Document
Certification and Exception Report of the Trustee
Exhibit G Form of Residual
Transfer Affidavit
Exhibit H Form of
Transferor Certificate
Exhibit I-1 Form
of Rule 144A Letter
Exhibit I-2 Form
of Investment Letter (Non Rule 144A)
Exhibit J Form of Request
for Release
Exhibit K Form of Contents
for Each Mortgage File
Exhibit L [Reserved]
Exhibit M Form of
Certification to be provided with Form 10-K
Exhibit N Form of Trustee
Certification to be provided to Depositor
Exhibit O Form of Servicer
Certification to be provided to Depositor
Exhibit P Form of Power of
Attorney
Exhibit Q-1
American Home Agreements
Exhibit Q-2
Fremont Agreements
Exhibit Q-3
Quicken Agreement
Exhibit R Servicing
Criteria to Be Addressed in Assessment of Compliance
Exhibit S Form 10-D, Form
8-K and Form 10-K Reporting Responsibility
Exhibit T
Yield
Maintenance Agreement
Exhibit U Interest Rate
Swap Agreement
Exhibit V Representations
and Warranties Agreement
Exhibit W Form of
Additional Disclosure Notification
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of October 1,
2006,
is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the
"Depositor"),
OCWEN LOAN SERVICING, LLC, a Delaware limited liability company
("Ocwen" or the
"Servicer"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking
association, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement and the Yield Maintenance Agreement, (iii) the
Supplemental
Interest Trust and the Supplemental Interest Trust Account, (iv)
the Excess
Reserve Fund Account and (v) the right of the Offered Certificates
(other than
the Class A-2 Certificates) to receive Basis Risk Carry Forward
Amounts and the
obligation to pay Class IO Shortfalls) be treated for federal
income tax
purposes as comprising four REMICs (each, a "Trust REMIC" or, in
the
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC,
the Upper-Tier REMIC, respectively). The Class UT-X, Class UT-IO
Interest and
each Class of Offered Certificates (other than the right of each
Class of
Offered Certificates (other than the Class A-2 Certificates) to
receive Basis
Risk Carry Forward Amounts and the obligation to pay Class IO
Shortfalls)
represents ownership of a regular interest in a REMIC for purposes
of the REMIC
Provisions. The Class X-1 Certificates shall not be treated as
issued by any
Trust REMIC.
The Class R Certificates represent ownership of the sole class
of
residual interest in each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC
Provisions.
The Start-up Day for each Trust REMIC described herein is the
Closing Date. The
latest possible maturity date for each regular interest is the
latest date
referenced in Section 2.06.
The Upper-Tier REMIC shall hold as assets the several classes
of
uncertificated Lower-Tier Regular Interests, set out below. The
Lower-Tier REMIC
shall hold as assets the several classes of uncertificated
Pooling-Tier REMIC-2
Regular Interests set out below. Pooling-Tier REMIC-2 shall hold as
assets the
several classes of uncertificated Pooling-Tier REMIC-1 Regular
Interests set out
below. Pooling-Tier REMIC-1 shall hold as assets the assets of the
Trust Fund
(exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate
Swap Agreement
and the Yield Maintenance Agreement, (iii) the Supplemental
Interest Trust, (iv)
the Excess Reserve Fund Account and (v) the right of the Offered
Certificates
(other than the Class A-2 Certificates) to receive Basis Risk Carry
Forward
Amounts and the obligation to pay Class IO Shortfalls). The Class
LT-A-1A, Class
LT-A-1B, Class LT-A-1C, Class LT-A-2, Class LT-A-3, Class LT-M-1,
Class LT-M-2,
Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6 and Class
LT-M-7
Interests are hereby designated the LT-Accretion Directed Classes
(the
"LT-Accretion Directed Classes").
For federal income tax purposes, each Class of Offered
Certificates
represents a beneficial ownership of a regular interest in the
Upper-Tier REMIC
and (other than in the case of the Class A-2 Certificates) the
right to receive
Basis Risk Carry Forward Amounts, and each Class of Offered
Certificates is
subject to the obligation to pay Class IO Shortfalls, the Class X
Certificates
represent beneficial ownership of the Class UT-X Interest, the
Class UT-IO
Interest, the Interest Rate Swap Agreement, the Yield Maintenance
Agreement, the
Supplemental Interest Trust and the Supplemental Interest Trust
Account, the
Excess Reserve Fund Account and the right to receive Class IO
Shortfalls,
subject to the obligation to pay Basis Risk Carry Forward Amounts,
and the Class
P Certificates represent beneficial ownership of the Prepayment
Premiums, which
portions of the Trust Fund shall be treated as a grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 shall
also issue the
Class PT1-R Interest, which shall be represented by the Class R
Certificates.
The Class PT1-R Interest is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class R-X Certificates shall
have no Class
Certificate Balance and shall have no interest rate.
Pooling-Tier REMIC-1 Pooling-Tier REMIC-1
Initial Pooling-Tier
Interest
Interest Rate REMIC-1
Principal Amount
-------------------- --------------------
------------------------
Class PT1-1
(1)
$81,374,829.55
Class PT1-1F
(1)
$83,242,306.00
Class PT1-2A
(2)
$ 8,977,363.50
Class PT1-2B
(3)
$ 8,977,363.50
Class PT1-3A
(2)
$ 8,462,378.50
Class PT1-3B
(3)
$ 8,462,378.50
Class PT1-4A
(2)
$ 7,951,980.50
Class PT1-4B
(3)
$ 7,951,980.50
Class PT1-5A
(2)
$ 7,489,650.50
Class PT1-5B
(3)
$ 7,489,650.50
Class PT1-6A
(2)
$ 7,030,855.00
Class PT1-6B
(3)
$ 7,030,855.00
Class PT1-7A
(2)
$ 6,608,920.00
Class PT1-7B
(3)
$ 6,608,920.00
Class PT1-8A
(2)
$ 5,635,036.00
Class PT1-8B
(3)
$ 5,635,036.00
Class PT1-9A
(2)
$ 2,348,628.50
Class PT1-9B
(3)
$ 2,348,628.50
Class PT1-10A
(2)
$ 3,499,918.00
Class PT1-10B
(3)
$ 3,499,918.00
Class PT1-11A
(2)
$ 3,288,237.00
Class PT1-11B
(3)
$ 3,288,237.00
Class PT1-12A
(2)
$ 3,089,347.50
Class PT1-12B
(3)
$ 3,089,347.50
Class PT1-13A
(2)
$ 458,287.00
Class PT1-13B
(3)
$
458,287.00
Class PT1-14A
(2)
$ 1,813,577.50
Class PT1-14B
(3)
$ 1,813,577.50
Class PT1-15A
(2)
$ 1,703,845.50
Class PT1-15B
(3)
$ 1,703,845.50
Class PT1-16A
(2)
$ 1,600,747.00
Class PT1-16B
(3)
$ 1,600,747.00
Class PT1-17A
(2)
$ 1,503,882.00
Class PT1-17B
(3)
$ 1,503,882.00
Class PT1-18A
(2)
$ 1,412,872.00
Class PT1-18B
(3)
$ 1,412,872.00
Class PT1-19A
(2)
$ 1,327,365.50
Class PT1-19B
(3)
$ 1,327,365.50
Class PT1-20A
(2)
$ 1,247,028.50
Class PT1-20B
(3)
$ 1,247,028.50
Class PT1-21A
(2)
$ 1,171,549.00
Class PT1-21B
(3)
$ 1,171,549.00
Class PT1-22A
(2)
$ 1,100,633.50
Class PT1-22B
(3)
$ 1,100,633.50
Class PT1-23A
(2)
$ 1,034,006.50
Class PT1-23B
(3)
$ 1,034,006.50
Class PT1-24A
(2)
$ 971,409.50
Class PT1-24B
(3)
$ 971,409.50
Class PT1-25A
(2)
$ 912,597.50
Class PT1-25B
(3)
$ 912,597.50
Class PT1-26A
(2)
$ 857,342.50
Class PT1-26B
(3)
$ 857,342.50
Class PT1-27A
(2)
$ 805,430.00
Class PT1-27B
(3)
$ 805,430.00
Class PT1-28A
(2)
$ 756,657.00
Class PT1-28B
(3)
$ 756,657.00
Class PT1-29A
(2)
$ 710,836.00
Class PT1-29B
(3)
$ 710,836.00
Class PT1-30A
(2)
$ 667,784.50
Class PT1-30B
(3)
$ 667,784.50
Class PT1-31A
(2)
$ 627,339.50
Class PT1-31B
(3)
$ 627,339.50
Class PT1-32A
(2)
$ 589,341.00
Class PT1-32B
(3)
$ 589,341.00
Class PT1-33A
(2)
$ 553,640.50
Class PT1-33B
(3)
$ 553,640.50
Class PT1-34A
(2)
$ 520,102.00
Class PT1-34B
(3)
$ 520,102.00
Class PT1-35A
(2)
$ 488,592.00
Class PT1-35B
(3)
$ 488,592.00
Class PT1-36A
(2)
$ 458,989.00
Class PT1-36B
(3)
$ 458,989.00
Class PT1-37A
(2)
$ 431,177.50
Class PT1-37B
(3)
$ 431,177.50
Class PT1-38A
(2)
$ 405,049.50
Class PT1-38B
(3)
$ 405,049.50
Class PT1-39A
(2)
$ 380,502.50
Class PT1-39B
(3)
$ 380,502.50
Class PT1-40A
(2)
$ 357,442.50
Class PT1-40B
(3)
$ 357,442.50
Class PT1-41A
(2)
$ 335,777.00
Class PT1-41B
(3)
$ 335,777.00
Class PT1-42A
(2)
$ 315,423.50
Class PT1-42B
(3)
$ 315,423.50
Class PT1-43A
(2)
$ 296,302.50
Class PT1-43B
(3)
$ 296,302.50
Class PT1-44A
(2)
$ 278,339.50
Class PT1-44B
(3)
$ 278,339.50
Class PT1-45A
(2)
$ 261,464.00
Class PT1-45B
(3)
$ 261,464.00
Class PT1-46A
(2)
$ 245,610.00
Class PT1-46B
(3)
$ 245,610.00
Class PT1-47A
(2)
$ 3,798,588.50
Class PT1-47B
(3)
$ 3,798,588.50
Class PT1-R
(4)
(4)
------------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 WAC Rate, subject to a maximum
rate of
9.94%.
(3) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 WAC
Rate over
(B) 9.94%.
(4) The Class
PT1-R Interest shall not bear interest and shall not have a
principal
balance.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized
Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be deemed to be
distributed
to the Pooling-Tier REMIC-1 Regular Interests at the rates shown
above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-1 Regular
Interest with the
lowest numerical designation (other than the Class PT1-1 Interest)
such that, at
all times, the aggregate Pooling-Tier Principal Amount of such
Pooling-Tier
REMIC-1 Regular Interests equals the aggregate Class Certificate
Balance of the
then outstanding LIBOR Certificates, and otherwise to Class PT1-1
Interest until
the Pooling-Tier REMIC-1 Principal Amount of each such interest is
reduced to
zero; provided that, with respect to Pooling-Tier REMIC-1 Regular
Interests
relating to certificates with the same numerical designation, such
Realized
Losses, Subsequent Recoveries and payments of principal shall be
allocated pro
rata between such Pooling-Tier REMIC-1 Regular Interests.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
The Class PT2-R Interest is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-2 and shall be represented by the
Class R
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Pooling-Tier Pooling-Tier
REMIC-2
Corresponding
Corresponding
Corresponding
REMIC-2
REMIC-2
Initial Principal
Pooling-Tier REMIC-2 Pooling-Tier REMIC-1
Scheduled
Crossover
Interest
Interest Rate
Amount
IO Interest
Regular Interest
Distribution Date
---------------
------------- --------------------
-------------------- --------------------
-------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1)
$
81,374,829.55
N/A
N/A
N/A
Class PT2-1F
(1)
$
83,242,306.00
N/A
N/A
N/A
Class PT2-2A
(2)
$
8,977,363.50
Class PT2-IO-2
N/A
N/A
Class PT2-2B
(3)
$
8,977,363.50
N/A
N/A
N/A
Class PT2-3A
(2)
$
8,462,378.50
Class PT2-IO-3
N/A
N/A
Class PT2-3B
(3)
$
8,462,378.50
N/A
N/A
N/A
Class PT2-4A
(2) $
7,951,980.50
Class PT2-IO-4
N/A
N/A
Class PT2-4B
(3)
$
7,951,980.50
N/A
N/A
N/A
Class PT2-5A
(2)
$
7,489,650.50
Class PT2-IO-5
N/A
N/A
Class PT2-5B
(3)
$
7,489,650.50
N/A
N/A
N/A
Class PT2-6A
(2)
$
7,030,855.00
Class PT2-IO-6
N/A
N/A
Class PT2-6B
(3)
$
7,030,855.00
N/A
N/A
N/A
Class PT2-7A
(2)
$
6,608,920.00
Class PT2-IO-7
N/A
N/A
Class PT2-7B
(3)
$
6,608,920.00
N/A
N/A
N/A
Class PT2-8A
(2)
$
5,635,036.00
Class PT2-IO-8
N/A
N/A
Class PT2-8B
(3)
$
5,635,036.00
N/A
N/A
N/A
Class PT2-9A
(2)
$
2,348,628.50
Class PT2-IO-9
N/A
N/A
Class PT2-9B
(3)
$
2,348,628.50
N/A
N/A
N/A
Class PT2-10A
(2)
$
3,499,918.00 Class
PT2-IO-10
N/A
N/A
Class PT2-10B
(3)
$
3,499,918.00
N/A
N/A
N/A
Class PT2-11A
(2)
$
3,288,237.00 Class
PT2-IO-11
N/A
N/A
Class PT2-11B
(3)
$
3,288,237.00
N/A
N/A
N/A
Class PT2-12A
(2)
$
3,089,347.50 Class
PT2-IO-12
N/A
N/A
Class PT2-12B
(3)
$
3,089,347.50
N/A
N/A
N/A
Class PT2-13A
(2)
$
458,287.00 Class
PT2-IO-13
N/A
N/A
Class PT2-13B
(3)
$
458,287.00
N/A
N/A
N/A
Class PT2-14A
(2)
$
1,813,577.50 Class
PT2-IO-14
N/A
N/A
Class PT2-14B
(3)
$
1,813,577.50
N/A
N/A
N/A
Class PT2-15A
(2)
$
1,703,845.50 Class
PT2-IO-15
N/A
N/A
Class PT2-15B
(3)
$
1,703,845.50
N/A
N/A
N/A
Class PT2-16A
(2)
$
1,600,747.00 Class
PT2-IO-16
N/A
N/A
Class PT2-16B
(3)
$
1,600,747.00
N/A
N/A
N/A
Class PT2-17A
(2)
$
1,503,882.00 Class PT2-IO-17
N/A
N/A
Class PT2-17B
(3)
$
1,503,882.00
N/A
N/A
N/A
Class PT2-18A
(2)
$
1,412,872.00 Class
PT2-IO-18
N/A
N/A
Class PT2-18B
(3)
$
1,412,872.00
N/A
N/A
N/A
Class PT2-19A
(2)
$
1,327,365.50 Class
PT2-IO-19
N/A
N/A
Class PT2-19B
(3)
$
1,327,365.50
N/A
N/A
N/A
Class PT2-20A
(2)
$
1,247,028.50 Class
PT2-IO-20
N/A
N/A
Class PT2-20B
(3)
$
1,247,028.50
N/A
N/A
N/A
Class PT2-21A
(2)
$
1,171,549.00 Class
PT2-IO-21
N/A
N/A
Class PT2-21B
(3)
$
1,171,549.00
N/A
N/A
N/A
Class PT2-22A
(2)
$
1,100,633.50 Class
PT2-IO-22
N/A
N/A
Class PT2-22B
(3)
$
1,100,633.50
N/A
N/A
N/A
Class PT2-23A
(2)
$
1,034,006.50 Class
PT2-IO-23
N/A
N/A
Class PT2-23B
(3)
$
1,034,006.50
N/A
N/A
N/A
Class PT2-24A
(2)
$
971,409.50 Class
PT2-IO-24
N/A
N/A
Class PT2-24B
(3)
$
971,409.50
N/A
N/A
N/A
Class PT2-25A
(2)
$
912,597.50 Class
PT2-IO-25
N/A
N/A
Class PT2-25B
(3)
$
912,597.50
N/A
N/A
N/A
Class PT2-26A
(2)
$
857,342.50 Class
PT2-IO-26
N/A
N/A
Class PT2-26B
(3)
$
857,342.50
N/A
N/A
N/A
Class PT2-27A
(2)
$
805,430.00 Class
PT2-IO-27
N/A
N/A
Class PT2-27B
(3)
$
805,430.00
N/A
N/A
N/A
Class PT2-28A
(2)
$
756,657.00 Class
PT2-IO-28
N/A
N/A
Class PT2-28B
(3)
$
756,657.00
N/A
N/A
N/A
Class PT2-29A
(2)
$
710,836.00 Class
PT2-IO-29
N/A
N/A
Class PT2-29B
(3)
$
710,836.00
N/A
N/A
N/A
Class PT2-30A
(2)
$
667,784.50 Class
PT2-IO-30
N/A
N/A
Class PT2-30B
(3)
$
667,784.50
N/A
N/A
N/A
Class PT2-31A
(2)
$
627,339.50 Class
PT2-IO-31
N/A
N/A
Class PT2-31B
(3)
$
627,339.50
N/A
N/A
N/A
Class PT2-32A
(2)
$
589,341.00 Class
PT2-IO-32
N/A
N/A
Class PT2-32B
(3)
$
589,341.00
N/A
N/A
N/A
Class PT2-33A
(2)
$
553,640.50 Class
PT2-IO-33
N/A
N/A
Class PT2-33B
(3)
$
553,640.50
N/A
N/A
N/A
Class PT2-34A
(2)
$
520,102.00 Class
PT2-IO-34
N/A
N/A
Class PT2-34B
(3)
$
520,102.00
N/A
N/A
N/A
Class PT2-35A
(2)
$
488,592.00 Class
PT2-IO-35
N/A
N/A
Class PT2-35B
(3)
$
488,592.00
N/A
N/A
N/A
Class PT2-36A
(2)
$
458,989.00 Class
PT2-IO-36
N/A
N/A
Class PT2-36B
(3)
$
458,989.00
N/A
N/A
N/A
Class PT2-37A
(2)
$
431,177.50 Class
PT2-IO-37
N/A
N/A
Class PT2-37B
(3)
$
431,177.50
N/A
N/A
N/A
Class PT2-38A
(2)
$
405,049.50 Class
PT2-IO-38
N/A
N/A
Class PT2-38B
(3)
$
405,049.50
N/A
N/A
N/A
Class PT2-39A
(2)
$
380,502.50 Class
PT2-IO-39
N/A
N/A
Class PT2-39B
(3)
$
380,502.50
N/A
N/A
N/A
Class PT2-40A
(2)
$
357,442.50 Class
PT2-IO-40
N/A
N/A
Class PT2-40B
(3)
$
357,442.50
N/A
N/A
N/A
Class PT2-41A
(2)
$
335,777.00 Class
PT2-IO-41
N/A
N/A
Class PT2-41B
(3)
$
335,777.00
N/A
N/A
N/A
Class PT2-42A
(2)
$
315,423.50 Class
PT2-IO-42
N/A
N/A
Class PT2-42B
(3)
$
315,423.50
N/A
N/A
N/A
Class PT2-43A
(2)
$
296,302.50 Class
PT2-IO-43
N/A
N/A
Class PT2-43B
(3)
$
296,302.50
N/A
N/A
N/A
Class PT2-44A
(2)
$
278,339.50 Class
PT2-IO-44
N/A
N/A
Class PT2-44B
(3)
$
278,339.50
N/A
N/A
N/A
Class PT2-45A
(2)
$
261,464.00 Class
PT2-IO-45
N/A
N/A
Class PT2-45B
(3)
$
261,464.00
N/A
N/A
N/A
Class PT2-46A
(2)
$
245,610.00 Class
PT2-IO-46
N/A
N/A
Class PT2-46B
(3)
$
245,610.00
N/A
N/A
N/A
Class PT2-47A
(2)
$
3,798,588.50 Class
PT2-IO-47
N/A
N/A
Class PT2-47B
(3)
$
3,798,588.50
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-2A
April 2007
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-3A
May 2007
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-4A
June 2007
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-5A
July 2007
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-6A
August 2007
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-7A
September 2007
Class PT2-IO-8 (4)
(4)
N/A
Class PT1-8A
October 2007
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-9A
May 2008
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-10A
June 2008
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-11A
July 2008
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-12A
August 2008
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-13A
December 2008
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-14A
January 2009
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-15A
February 2009
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-16A
March 2009
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-17A
April 2009
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-18A
May 2009
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-19A
June 2009
Class PT2-IO-20
(4)
(4)
N/A
Class PT1-20A
July 2009
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-21A
August 2009
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-22A
September 2009
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-23A
October 2009
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-24A
November 2009
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-25A
December 2009
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-26A
January 2010
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-27A
February 2010
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-28A
March 2010
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-29A
April 2010
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-30A
May 2010
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-31A
June 2010
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-32A
July 2010
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-33A
August 2010
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-34A
September 2010
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-35A
October 2010
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-36A
November 2010
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-37A
December 2010
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-38A
January 2011
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-39A
February 2011
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-40A
March 2011
Class PT2-IO-41
(4)
(4)
N/A
Class PT1-41A
April 2011
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-42A
May 2011
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-43A
June 2011
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-44A
July 2011
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-45A
August 2011
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-46A
September 2011
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-47A
October 2011
Class PT2-R
(5)
(5)
N/A
N/A
N/A
</TABLE>
------------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests and having an "A" in their class designation,
provided
that, on each Distribution Date on which interest is
distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest, this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate equal
to Swap LIBOR subject to a maximum rate equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests and having an "A" in their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests and having a "B" in their class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Scheduled
Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Scheduled
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not accrue interest.
(5) The Class
PT2-R Interest shall not bear interest and shall not have a
principal
balance.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) with the lowest
numerical
designation (other than the Class PT2-1 Interest) such that, at all
times, the
aggregate Pooling-Tier Principal Amount of such Pooling-Tier
REMIC-2 Regular
Interests equals the aggregate Class Certificate Balance of the
then outstanding
LIBOR Certificates and finally to the Class PT2-1 Interest until
the
Pooling-Tier REMIC-2 Principal Amount of each such interest is
reduced to zero;
provided that, for Pooling-Tier REMIC-2 Regular Interests with the
same
numerical designation, such Realized Losses, Subsequent Recoveries
and payments
of principal shall be allocated pro rata between such Pooling-Tier
REMIC-2
Regular Interests.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier
Lower-Tier
Initial Lower-Tier
Upper-Tier REMIC
Regular Interest
Interest Rate
Principal Amount
Regular Interest
----------------
-------------
---------------------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-A-1A
(1)
1/2 initial Class Certificate Balance of
A-1A
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-1B
(1)
1/2 initial Class Certificate Balance of
A-1B
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-1C
(1)
1/2 initial Class Certificate Balance of
A-1C
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2
(1)
1/2 initial Class Certificate Balance of
A-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-3
(1)
1/2 initial Class Certificate Balance of
A-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of
M-5
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of
M-6
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-7
(1)
1/2 initial Class Certificate Balance of
M-7
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2
N/A
Overcollateralized Amount, less the
Amounts of the Class LT-FX and
Class LT-FL Interests
Class LT-FL
(2)
0.001% aggregate Class Certificate
N/A
Balance of Floating Rate
Certificates(4)
Class LT-FX
(3)
0.001% (aggregate Stated Principal
N/A
Balance of Mortgage Loans minus
aggregate Class Certificate Balance
of Floating Rate Certificates)(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
------------------------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest
rate with respect to any Distribution Date for the Class
LT-FL
Interest is a per annum variable rate (expressed as a
percentage
rounded to
eight decimal places) equal to the weighted average of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests
(other than the Class PT2-1 Interest and the Pooling-Tier
REMIC-2 IO
Interests).
(3) The interest
rate with respect to any Distribution Date for the Class
LT-FX
Interest is a per annum variable rate (expressed as a
percentage
rounded to
eight decimal places) equal to the Pooling-Tier REMIC-2
Interest
Rate of the Class PT2-1 Interest.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of this
Lower-Tier
Regular Interest shall be rounded to eight decimal places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier Regular
Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class
LT-R Interest does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1A, Class LT-A-1B,
Class
LT-A-1C, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6 and Class LT-M-7 Interests
are hereby
designated the LT-Accretion Directed Classes (the "LT-Accretion
Directed
Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such
Class will be
reduced by an amount equal to 50% of any increase in the
Overcollateralized
Amount that is attributable to a reduction in the Class Certificate
Balance of
its Corresponding Class) and shall be accrued and added to the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, Class LT-FL Interest and
Class LT-FX
Interest (and further allocated among these Lower-Tier Regular
Interests in the
manner described below), and (ii) 50% to the LT-Accretion Directed
Classes (such
principal payments and Subsequent Recoveries shall be allocated
among such
LT-Accretion Directed Classes in an amount equal to 50% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full. Notwithstanding the above, principal payments
allocated to
the Class UT-X Interest that result in the reduction in the
Overcollateralized
Amount shall be allocated to the Class LT-Accrual Interest (until
paid in full).
Realized Losses shall be applied so that after all distributions
have been made
on each Distribution Date (i) the Lower-Tier Principal Amount of
each of the
LT-Accretion Directed Classes is equal to 50% of the Class
Certificate Balance
of their Corresponding Class, and (ii) the Class LT-Accrual
Interest, Class
LT-FL Interest and Class LT-FX Interest (and further allocated
among these
Lower-Tier Regular Interests in the manner described below) is
equal to 50% of
the aggregate Stated Principal Balance of the Mortgage Loans plus
50% of the
Overcollateralized Amount. Any increase in the Class Certificate
Balance of a
Class of Offered Certificates as a result of a Subsequent Recovery
shall
increase the Lower-Tier Principal Amount of the Corresponding
Lower-Tier Regular
Interest by 50% of such increase, and the remaining 50% of such
increase shall
increase the Lower-Tier Principal Amount of the Class LT-Accrual
Interest. As
among the Class LT-Accrual Interest, Class LT-FL Interest and the
Class LT-FX
Interest, all payments of scheduled principal and prepayments of
principal
generated by the Mortgage Loans, all Subsequent Recoveries and all
Realized
Losses allocable to such Lower-Tier Regular Interests shall be
allocated (i) to
the Class LT-FL Interest so that its Lower-Tier Principal Amount
(computed to at
least eight decimal places) is equal to 0.001% aggregate Class
Certificate
Balance of Floating Rate Certificates, (ii) to the Class LT-FX
Interest so that
its Lower-Tier Principal Amount (computed to at least eight decimal
places) is
equal to 0.001% of the aggregate Stated Principal Balance of
Mortgage Loans
minus the aggregate Class Certificate Balance of Floating Rate
Certificates and
(iii) the remainder to the Class LT-Accrual Interest.
Upper-Tier REMIC
The
Upper-Tier REMIC shall issue the following interests, and each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
Upper-Tier
Upper-Tier REMIC Interest Initial Principal
Corresponding
Class
Interest
Rate Upper-Tier
Amount of
Certificates
----------------
----------
----------------- -------------------
Class A-1A
(1)
$ 76,000,000
Class A-1A
Class A-1B
(1)
$ 19,000,000
Class A-1B
Class A-1C
(1)
$ 95,531,000
Class A-1C
Class A-2
(1)
$ 62,603,000
Class A-2
Class A-3
(1)
$ 19,053,000
Class A-3
Class M-1
(1)
$ 35,241,000
Class M-1
Class M-2
(1)
$ 8,324,000
Class M-2
Class M-3
(1)
$ 13,281,000
Class M-3
Class M-4
(1)
$ 6,376,000
Class M-4
Class M-5
(1)
$ 7,260,000
Class M-5
Class M-6
(1)
$ 5,667,000
Class M-6
Class M-7
(1)
$ 5,844,000
Class M-7
Class UT-IO
(2)
(2)
N/A
Class UT-X
(3)
(3)
N/A
Class UT-R
(4)
(4)
Class R
------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the Pass-Through Rate for the
Corresponding Class of Certificates (without reduction in the WAC
Cap, in
the case
of the LIBOR Certificates, for Swap Termination Payments).
(2) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class UT-IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
(3) The Class
UT-X Interest has an initial principal balance of $829,550 but
will not
accrue interest on such balance but will accrue interest on a
notional
principal balance. As of any Distribution Date, the Class UT-X
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO, Class LT-FL and Class LT-FX Interests) as
of
the first
day of the related Interest Accrual Period. With respect to any
Interest
Accrual Period, the Class UT-X Interest shall bear interest at
a
rate equal
to the excess, if any, of the Lower-Tier Interest Rate for the
Class
LT-Accrual Interest over the product of (i) 2 and (ii) the
weighted
average of
the Lower-Tier Interest Rates of the Lower-Tier REMIC Interests
(other
than the Class LT-IO, Class LT-FL and Class LT-FX Interests),
where
the
Lower-Tier Interest Rate on the Class LT-Accrual Interest is
subject
to a cap
equal to zero and each LT-Accretion Directed Class is subject
to
a cap
equal to the Upper-Tier Interest Rate on its Corresponding Class
of
Upper-Tier
Regular Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
UT-X
Interest shall be deferred in an amount equal to any increase in
the
Overcollateralized Amount on such Distribution Date. Such
deferred
interest
shall not itself bear interest.
(4) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class UT-IO Interest shall be entitled to receive
interest
before any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Regular Interests until the outstanding principal balance of each
such interest
equals the outstanding Class Certificate Balance of the
Corresponding Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
----------------- ------------------
-----------------
Class A-1A(4)
(1)
$ 76,000,000
Class A-1B(4)
(1)
$ 19,000,000
Class A-1C(4)
(1)
$ 95,531,000
Class A-2(4)
(3)
$ 62,603,000
Class A-3(4)
(1)
$ 19,053,000
Class M-1(4)
(1)
$ 35,241,000
Class M-2(4)
(1)
$ 8,324,000
Class M-3(4)
(1)
$ 13,281,000
Class M-4(4)
(1)
$ 6,376,000
Class M-5(4)
(2)
$ 7,260,000
Class M-6(4)
(2)
$ 5,667,000
Class M-7(4)
(2)
$ 5,844,000
Class X
(5)
$
0
Class R
(6)
$
0
------------------------
(1) Interest
will accrue during each Interest Accrual Period at a per annum
rate equal to
the lesser of (1) One-Month LIBOR plus the applicable
Pass-Through Margin and (2) the WAC Cap.
(2) Interest
will accrue during each Interest Accrual Period at a per annum
rate equal
to the lesser of (1) the applicable Fixed Rate and (2) the WAC
Cap.
(3) Interest
will accrue during each Interest Accrual Period at a per annum
rate equal
to the applicable Fixed Rate.
(4) Each of
these Certificates (other than the Class A-2 Certificates) will
represent
not only the ownership of a regular interest in the Upper-Tier
REMIC but
also the right to receive payments from the Excess Reserve Fund
Account
and in the case of the LIBOR Certificates, the Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the Principal
Certificates on any such Distribution Date in excess of the
amount
distributable on the Corresponding Upper-Tier Regular Interest on
such
Distribution Date shall be treated as having been paid from the
Excess
Reserve
Fund Account or the Supplemental Interest Trust, as applicable,
and any
amount distributable on such regular interest on such
Distribution
Date in
excess of the amount distributable on the Offered Certificates
on
such
Distribution Date shall be treated as having been paid to the
Supplemental Interest Trust, all pursuant to, and as further
provided in,
Section
8.13. The Trustee will treat an Offered Certificateholder's
right
to receive
payments from the Excess Reserve Fund Account and in the case
of the
LIBOR Certificates, the Supplemental Interest Trust as payments
made
pursuant to an interest rate cap contract written by the Class
X
Certificateholders.
(5) The Class X
Certificates will represent beneficial ownership of (i) the
Class UT-X
Interest, (ii) the Class UT-IO Interest, (iii) the right to
receive
Class IO Shortfalls, (iv) the Yield Maintenance Agreement, (v)
amounts in
the Supplemental Interest Trust, including the Interest Rate
Swap
Agreement subject to the obligation to pay Net Swap Payments, to
pay
the LIBOR
Certificates their respective Basis Risk Carry Forward Amounts
and (vi)
amounts in the Excess Reserve Fund Account, subject to the
obligation
to make payments from the Excess Reserve Fund Account to the
Offered
Certificates in respect of Basis Risk Carry Forward Amounts.
For
federal
income tax purposes, the Trustee will treat a Class X
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward
Amounts to the Offered Certificates (other than the Class A-2
Certificates) from the Excess Reserve Fund Account and, without
duplication, to the LIBOR Certificates from the Supplemental
Interest
Trust as
payments made pursuant to an interest rate cap contract written
by the
Class X Certificateholders in favor of each applicable Class of
Offered
Certificates. Such rights of the Class X Certificateholders and
Offered
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is treated as a grantor trust under subpart E, Part I of
subchapter
J of the Code.
(6) The Class R
Certificates do not have an interest rate. The Class R
Certificates represent ownership of the Class PT1-R Interest, the
Class
PT2-R
Interest, the Class LT-R Interest and the Class UT-R Interest.
The minimum denomination for the LIBOR Certificates will be
$25,000,
with integral multiples of $1 in excess thereof except that one
Certificate in
each Class may be issued in a different amount. The minimum
denomination for (a)
the Class R Certificates will be $50, representing a 100%
Percentage Interest in
the related Class, (b) the Class P Certificates will be a 1%
Percentage Interest
in such Class, and (c) the Class X Certificates will be a 1%
Percentage Interest
in such Class. The Class X-1 Certificates will be issued as a
single Certificate
and will not have a Class Certificate Balance.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates........... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates.............. Class A-1A, Class A-1B, Class
A-1C, Class
A-2 and Class A-3 Certificates.
Class A-1 Sequential
Certificates.................... Class A-1A and Class A-1B
Certificates.
Class M Certificates.............. Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6 and Class M-7
Certificates.
Class R Certificates.............. Class R Certificates.
Delay Certificates................ The Fixed Rate Certificates (other
than the
Class A-2 Certificates) and Class X
Certificates.
ERISA-Restricted Certificates...... Class R, Class P, Class X and
Class X-1
Certificates; any Certificate with a rating
below the lowest applicable permitted rating
under the Underwriters' Exemption.
Fixed Rate Certificates........... Class A-2, Class M-5, Class M-6
and Class
M-7 Certificates.
LIBOR Certificates................ The Class A-1A, Class A-1B, Class
A-1C,
Class A-3, Class M-1, Class M-2, Class M-3
and Class M-4 Certificates.
Non-Delay Certificates............ LIBOR Certificates and Class
A-2
Certificates.
Offered Certificates.............. All Classes of Certificates other
than the
Private Certificates.
Physical Certificates............. Class P, Class X, Class X-1 and
Class R
Certificates.
Private Certificates.............. Class P, Class X, Class X-1 and
Class R
Certificates.
Rating Agencies................... Standard & Poor's and
Moody's.
Regular Certificates.............. All Classes of Certificates other
than the
Class P, Class X-1 and Class R Certificates.
Residual Certificates............. Class R Certificates.
Subordinated Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6 and Class M-7
Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement or in
the
Preliminary Statement, the following words and phrases, unless the
context
otherwise requires, shall have the meanings specified in this
Article. Unless
otherwise specified, interest on the LIBOR Certificates will be
calculated on
the basis of the actual number of days in the related Interest
Accrual Period
and a 360-day year. Interest on the Fixed Rate Certificates and the
Class X
Certificates will be calculated on the basis of a 360-day year
consisting of
twelve 30-day months:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Excess Reserve Fund Account or the
Supplemental Interest
Trust. Each Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of Offered Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for the
related Due
Period allocated to such Class pursuant to Section 4.02.
Additional Form 10-D Disclosure: As defined in Section
8.12(a)(i).
Additional Form 10-K Disclosure: As defined in Section
8.12(a)(iii).
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" 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.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
American Home: American Home Mortgage Corp., a New York
corporation,
and its successors in interest.
American Home Agreements: Collectively, the American Home
Purchase
Agreement, without the mortgage loan schedule exhibits, and the
American Home
Assignment Agreement, copies of which are attached hereto as
Exhibit Q-1.
American Home Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of October 20, 2006, among the
Sponsor, the
Depositor and American Home.
American Home Mortgage Loan: Each Mortgage Loan purchased by
the
Sponsor pursuant to the American Home Purchase Agreement and
identified as an
"American Home Mortgage Loan" on the Mortgage Loan Schedule.
American Home Purchase Agreement: The Amended and Restated Flow
Mortgage Loan Purchase and Warranties Agreements, dated as of June
1, 2006, by
and between American Home and the Sponsor, solely insofar as the
American Home
Purchase Agreement relates to the American Home Mortgage Loans.
Amounts Held for Future Distribution: As to the Certificates on
any
Determination Date, the aggregate amount held in the Collection
Account at the
close of business on the related Remittance Date on account of (i)
Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Annual Statement of Compliance: As defined in Section 3.22.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
Offered Certificates after distributions of principal and after
application of
any amounts received from the Supplemental Interest Trust on such
Distribution
Date exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for
such Distribution Date.
Appraised Value: With respect to any Mortgage Loan, the value,
determined pursuant to the applicable Underwriting Guidelines, of
the related
Mortgaged Property as of the origination of such Second Lien
Mortgage Loan;
provided, however, that in the case of a refinanced Mortgage Loan,
such value is
based solely upon the appraisal made at the time of origination of
such
refinanced Mortgage Loan.
Assessment of Compliance: As defined in Section 3.23.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trust.
Attestation Report: As defined in Section 3.23.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of
(i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received on or prior to the related Determination Date,
together with any
P&I Advances in respect thereof; (ii) all Condemnation
Proceeds, Insurance
Proceeds and Liquidation Proceeds received during the related
Prepayment Period
(in each case, net of unreimbursed expenses incurred in connection
with a
liquidation or foreclosure and unreimbursed Advances, if any);
(iii) all partial
or full prepayments on the Mortgage Loans received during the
related Prepayment
Period together with all Compensating Interest paid by the Servicer
in
connection therewith (excluding Prepayment Premiums and Prepayment
Interest
Excess); (iv) all amounts received with respect to such
Distribution Date as the
Substitution Adjustment Amount or the Repurchase Price in respect
of a Deleted
Mortgage Loan or a Mortgage Loan repurchased by American Home,
Fremont or the
Sponsor, as applicable, as of such Distribution Date; and (v) the
proceeds
received with respect to the termination of the Trust Fund pursuant
to clause
(a) of Section 9.01, reduced by (y) all amounts in reimbursement
for P&I
Advances and Servicing Advances previously made with respect to the
Mortgage
Loans, and other amounts as to which the Servicer, the Depositor or
the Trustee
are entitled to be paid or reimbursed pursuant to this
Agreement.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Principal
Remittance Amount
for such Distribution Date over (ii) the Excess Overcollateralized
Amount, if
any, for such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
Offered Certificates (other than the Class A-2 Certificates), as of
any
Distribution Date, the sum of (A) if on such Distribution Date the
Pass-Through
Rate for any Class of Offered Certificates is based upon the WAC
Cap, the excess
of (i) the amount of interest such Class of Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate not
been based upon
the WAC Cap for such Distribution Date, over (ii) the amount of
interest payable
on such Class of Certificates at the WAC Cap for such Distribution
Date and (B)
the portion of any such excess described in clause (A) for such
Class of
Certificates from all previous Distribution Dates not previously
paid, together
with interest thereon at a rate equal to the Pass-Through Rate for
such Class of
Certificates (without limiting that rate by the WAC Cap) for such
Distribution
Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate Basis Risk Carry Forward Amounts
for such
Distribution Date and (ii) the sum of (a) the Class X Distributable
Amount
(prior to any reduction for (x) amounts paid to the Excess Reserve
Fund Account
to pay any Basis Risk Carry Forward Payments or (y) any Defaulted
Swap
Termination Payment).
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of New
York, Florida and California, (b) the State in which the Servicer's
servicing
operations are located, or (c) the State in which the Trustee's
operations are
located, are authorized or obligated by law or executive order to
be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class P, Class R, Class X or Class X-1 Certificates,
at any date,
the maximum dollar amount of principal to which the Holder thereof
is then
entitled hereunder, such amount being equal to the Denomination
thereof minus
all distributions of principal previously made with respect thereto
and in the
case of any Subordinated Certificates, and reduced by the amount of
any Applied
Realized Loss Amounts previously allocated to such Class of
Subordinated
Certificates; provided, however, that immediately following the
Distribution
Date on which a Subsequent Recovery is distributed, the Class
Certificate
Balances of any Class or Classes of Certificates that have been
previously
reduced by Applied Realized Loss Amounts will be increased, in
order of
seniority, by the amount of the Subsequent Recovery distributed on
such
Distribution Date (up to the amount of Applied Realized Loss
Amounts allocated
to such Class or Classes). The Class P, Class R and Class X-1
Certificates have
no Certificate Balance. With respect to each Class X Certificate as
of any date
of determination, an amount equal to the Percentage Interest
evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Uncertificated
Balances of the REMIC I Regular Interests over (B) the then
aggregate Class
Certificate Balance of the Class A Certificates and Class M
Certificates then
outstanding. The aggregate initial Class Certificate Balance of
each Class of
Regular Certificates is set forth in the Preliminary Statement
hereto.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Trustee is entitled to rely
conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Certification: As defined in Section 8.12(a)(iii).
Charged Off Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that is 180 days delinquent that has not yet been
liquidated,
giving rise to a Realized Loss.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (x) the aggregate Class
Certificate Balance of
the Class A Certificates immediately prior to such Distribution
Date over (y)
the lesser of: (A) the product of (i) 43.50% and (ii) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A".
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B".
Class A-1C Certificates: All Certificates bearing the class
designation of "Class A-1C".
Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2".
Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3".
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Shortfall: As defined in Section 8.13. For the avoidance
of
doubt, the Class IO Shortfall for any Distribution Date shall equal
the amount
payable to the Class X Certificates in respect of amounts due to
the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the sum of the amounts payable on the Class
IO Interest
and the Class X Interest (prior to any reduction for Basis Risk
Payments or
Defaulted Swap Termination Payments) on such Distribution Date, all
as further
provided in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class M Certificates: The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6 and Class M-7 Certificates.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) the
product of (x) 63.40% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 68.10% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
75.60% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date) and (E) the Class Certificate Balance of the Class M-4
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 79.20% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date) and (F) the Class Certificate
Balance of the
Class M-5 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 83.30% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6."
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date) and
(G) the Class
Certificate Balance of the Class M-6 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
86.50% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class M-7 Certificates: All Certificates bearing the class
designation of "Class M-7."
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date) and (H) the Class Certificate Balance of the Class M-7
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 89.80% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class P Certificates: All Certificates bearing the class
designation
of "Class P."
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-IO Interest: A regular interest in the Upper-Tier REMIC
as
described in the Preliminary Statement and the related footnote
thereto.
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class UT-X Interest: A regular interest in the Upper-Tier REMIC
as
described in the Preliminary Statement and the related footnote
thereto.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X-1 Certificates: All Certificates bearing the class
designation of "Class X-1".
Class X Distributable Amount: On any Distribution Date, (i) as
a
distribution in respect of interest, the amount of interest that
has accrued on
the Class X Interest and not applied as an Extra Principal
Distribution Amount
on such Distribution Date, plus any such accrued interest
remaining
undistributed from prior Distribution Dates, plus, without
duplication, (ii) as
a distribution in respect of principal, any portion of the
principal balance of
the Class UT-X Interest which is distributable as an
Overcollateralization
Reduction Amount, minus (iii) any amounts paid as a Basis Risk
Payment.
Closing Date: October 20, 2006.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of the date of
origination
and as to any Mortgage Loan, the ratio, expressed as a percentage,
of (a) the
sum of (i) the outstanding principal balance of the Mortgage Loan
as of the date
of origination and (ii) the outstanding principal balance as of the
date of
origination of any mortgage loan or mortgage loans that are senior
or equal in
priority to the Mortgage Loan and which are secured by the same
Mortgaged
Property to (b) the Appraised Value.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the Prepayment Interest Shortfall, if any, for such Distribution
Date, with
respect to Principal Prepayments in Full occurring during the
portion of the
related Prepayment Period in the calendar month preceding such
Distribution
Date, and (b) the Servicing Fee payable to the Servicer for such
Distribution
Date.
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 remaining after, or not otherwise
required to be
applied to, the satisfaction of any related First Lien Mortgage
Loan.
Conduit Mortgage Loan: Each Mortgage Loan purchased by the
Sponsor
pursuant to its mortgage conduit program and identified as a
"Conduit Mortgage
Loan" on the Mortgage Loan Schedule.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705-4934, Attn: Trust Administration-GS066S, facsimile
no. (714)
247-6478 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Class: The Class of interests in one Trust REMIC
created under this Agreement that corresponds to the Class of
interests in
another such Trust REMIC or to a Class of Certificates or the Class
UT-X
Interest in the manner set out below:
Corresponding
Corresponding
Lower-Tier REMIC
Upper-Tier REMIC
Corresponding Class
Class Designation Regular Interest
of
Certificates
----------------- ----------------
-------------------
Class LT-A-1A
Class A-1A
Class A-1A
Class LT-A-1B
Class A-1B
Class A-1B
Class LT-A-1C
Class A-1C
Class A-1C
Class LT-A-2
Class A-2
Class A-2
Class LT-A-3
Class A-3
Class A-3
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-M-7
Class M-7
Class M-7
N/A
Class UT-X
Class X
Class LT-IO
Class UT-IO
Class X
Corresponding Pooling Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling Tier REMIC-2 IO Interest.
Cumulative Loss Percentage: As of any date of determination,
the
percentage equivalent of a fraction, the numerator of which is the
aggregate
amount of Realized Losses on the Mortgage Loans for the period from
the Cut-off
Date to the date of determination and the denominator of which is
the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Custodial File: With respect to each Mortgage Loan, any
Mortgage
Loan Document which is delivered to the Trustee or which at any
time comes into
the possession of the Trustee.
Cut-off Date: October 1, 2006.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balance of all Mortgage Loans as of the Cut-off Date.
Data Tape Information: The information provided by the Original
Loan
Sellers or the Servicer as of the Cut-off Date to the Depositor
setting forth
the following information with respect to each Mortgage Loan: (1)
the Original
Loan Seller's Mortgage Loan identifying number; (2) the Mortgagor's
name; (3)
the street address of the Mortgaged Property including the city,
state and zip
code; (4) a code indicating whether the Mortgaged Property is
owner-occupied, a
second home or investment property; (5) the number and type of
residential units
constituting the Mortgaged Property (i.e., a single family
residence, a 2-4
family residence, a unit in a condominium project or a unit in a
planned unit
development, manufactured housing); (6) the original months to
maturity or the
remaining months to maturity from the Cut-off Date, in any case
based on the
original amortization schedule and, if different, the maturity
expressed in the
same manner but based on the actual amortization schedule; (7) the
Combined
Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate
as of the
Cut-off Date; (9) the date on which the Scheduled Payment was due
on the
Mortgage Loan and, if such date is not consistent with the Due Date
currently in
effect, such Due Date; (10) the stated maturity date; (11) the
amount of the
Scheduled Payment as of the Cut-off Date; (12) the last payment
date on which a
Scheduled Payment was actually applied to pay interest and the
outstanding
principal balance; (13) the original principal amount of the
Mortgage Loan; (14)
the principal balance of the Mortgage Loan as of the close of
business on the
Cut-off Date, after deduction of payments of principal due and
collected on or
before the Cut-off Date; (15) the type of Mortgage Loan (i.e.,
fixed rate,
second lien); (16) a code indicating the purpose of the loan (i.e.,
purchase,
rate and term refinance, equity take-out refinance); (17) a code
indicating the
documentation style (i.e., full documentation, limited
documentation or stated
income); (18) the loan credit classification (as described in the
Underwriting
Guidelines); (19) whether such Mortgage Loan provides for a
Prepayment Premium;
(20) the Prepayment Premium period of such Mortgage Loan, if
applicable; (21) a
description of the Prepayment Premium, if applicable; (22) the
Mortgage Interest
Rate as of origination; (23) the credit risk score (FICO score) at
origination;
(24) the date of origination; (25) a code indicating whether the
Mortgage Loan
has been modified; (26) the current Combined Loan-to-Value Ratio;
(27) the Due
Date for the first Scheduled Payment; (28) the original Scheduled
Payment due;
(29) with respect to the related Mortgagor, the debt-to-income
ratio; (30) the
Appraised Value of the Mortgaged Property; (31) the sales price of
the Mortgaged
Property if the Mortgage Loan was originated in connection with the
purchase of
the Mortgaged Property; (32) a code indicating whether a Mortgage
Loan is or has
been 30 days delinquent; (33) the outstanding principal balance of
the related
First Lien Mortgage Loan; (34) with respect to each MERS Designated
Mortgage
Loan, the MERS identification number; and (35) whether such
Mortgage Loan is an
American Home Mortgage Loan, Fremont Mortgage Loan, Quicken
Mortgage Loan or
Conduit Mortgage Loan. With respect to the Mortgage Loans in the
aggregate: (1)
the number of Mortgage Loans; (2) the current aggregate outstanding
principal
balance of the Mortgage Loans; (3) the weighted average Mortgage
Interest Rate
of the Mortgage Loans; and (4) the weighted average maturity of the
Mortgage
Loans.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except for such a reduction
resulting from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
United States
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 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03(b).
Delinquent: With respect to any Mortgage Loan, means any
monthly
payment that is due on a Due Date that is not made by the close of
business on
the next scheduled Due Date for that Mortgage Loan.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
Depositor: GS Mortgage Securities Corp., a Delaware corporation,
and
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 Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated P-1 by Moody's, F1+ by Fitch and A-1 by Standard &
Poor's, to the
extent they are Rating Agencies hereunder.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date, the
15th
day of the calendar month in which such Distribution Date occurs
or, if such day
is not a Business Day, the immediately preceding Business Day.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a
Non-U.S.
Person that holds the Residual Certificate in connection with the
conduct of a
trade or business within the United States and has furnished the
transferor and
the Trustee with an effective IRS Form W-8ECI or (ii) any domestic
entity
classified as a partnership under the Code if any of its direct or
indirect
partners (other than through a U.S. corporation) are (or are
permitted to be
under the applicable partnership agreement) Disqualified Non-U.S.
Persons,
unless such Person described in clause (i) or (ii) above has
delivered to both
the transferor and the Trustee an opinion of a nationally
recognized tax counsel
to the effect that the transfer of the Residual Certificate to it
is in
accordance with the requirements of the Code and the regulations
promulgated
thereunder and that such transfer of the Residual Certificate will
not be
disregarded for federal income tax purposes.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.27(b) in the name
of the Trustee
for the benefit of the Certificateholders and designated "Deutsche
Bank National
Trust Company in trust for registered holders of GSAMP Trust
2006-S6 Mortgage
Pass-Through Certificates, Series 2006-S6." Funds in the
Distribution Account
shall be held in trust for the Certificateholders for the uses and
purposes set
forth in this Agreement and may be invested in Permitted
Investments.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates or, if such day is not a
Business Day, the
next succeeding Business Day, commencing in November 2006.
Document Certification and Exception Report: The report attached
to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
the Distribution Date occurs and ending on the first day of the
calendar month
in which the Distribution Date occurs.
EDGAR: As defined in Section 8.12(a)(i).
Electing Person: As defined in Section 9.01.
Eligible Account: Either (i) an account maintained with a federal
or
state-chartered depository institution or trust company that
complies with the
definition of Eligible Institution, (ii) an account maintained with
the
corporate trust department of a federal depository institution
or
state-chartered depository institution subject to regulations
regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal
Regulation Section 9.10(b), which, in either case, has corporate
trust powers
and is acting in its fiduciary capacity or (iii) any other account
acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt
obligations,
or other short-term deposits of which are rated "A-1+" by Standard
& Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more than
365 days, and
the commercial paper, short-term debt obligations, or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case to the extent they
are designated
as Rating Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Event of Default: As defined in Section 7.01.
Excess Overcollateralized Amount: With respect to any
Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on
such
Distribution Date over (b) the Specified Overcollateralized Amount
for such
Distribution Date.
Excess Reserve Fund Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Sections 3.27(a) in the
name of the
Trustee for the benefit of the Regular Certificateholders and
designated
"Deutsche Bank National Trust Company in trust for registered
Holders of GSAMP
Trust 2006-S6, Mortgage Pass-Through Certificates, Series 2006-S6."
Funds in the
Excess Reserve Fund Account shall be held in trust for the
Regular
Certificateholders for the uses and purposes set forth in this
Agreement.
Amounts on deposit in the Excess Reserve Fund Account shall not be
invested.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee
and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for such
Distribution
Date and (y) the related Overcollateralization Deficiency for such
Distribution
Date.
Fannie Mae: The Federal National Mortgage Association and its
successors in interest.
Fannie Mae Guides: The Fannie Mae Seller's Guide and the Fannie
Mae
Servicer's Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, and its
successors
in interest.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by American Home, Fremont, Quicken or the Sponsor as contemplated
by this
Agreement), a determination made by the Servicer that all Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries
which the Servicer, in its reasonable good faith judgment, expects
to be finally
recoverable in respect thereof have been so recovered. The Servicer
shall
maintain records, prepared by a Servicing Officer, of each Final
Recovery
Determination made thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution
Date for each Class of Certificates is the Distribution Date
occurring in
October 2036.
First Lien Mortgage Loan: With respect to each Mortgage Loan,
any
mortgage loan secured by a first lien Mortgage on the related
Mortgaged
Property.
Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention: MBS
Monitoring - GSAMP
Trust 2006-S6, or such other address as Fitch may hereafter furnish
to the
Depositor, the Servicer and the Trustee.
Fixed Rate: With respect to each Class of Fixed-Rate
Certificates,
the following percentages: Class A-2, 5.552%; Class M-5, 7.000%;
Class M-6,
7.000% and Class M-7, 7.000%. On the first Distribution Date after
the Optional
Termination Date, the Pass-Through Margins shall increase to: Class
A-2, 6.052%;
Class M-5, 7.500%; Class M-6, 7.500% and Class M-7, 7.500%.
Fixed-Rate Certificates: As specified in the Preliminary
Statement.
Forbearance: As defined in Section 3.07(a).
Form 8-K Disclosure Information: As defined in Section
8.12(a)(ii).
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, and its successors
in interest.
Freddie Mac Guides: The Freddie Mac Seller's & Servicer's Guide
and
all amendments or additions thereto.
Fremont: Fremont Investment & Loan, a California industrial
bank,
and its successors in interest.
Fremont Agreements: Collectively, the Fremont Purchase
Agreement,
without the mortgage loan schedule exhibits, and the Fremont
Assignment
Agreement, copies of which are attached hereto as Exhibit Q-2.
Fremont Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of October 20, 2006, among the
Sponsor, the
Depositor and Fremont.
Fremont Mortgage Loan: Each Mortgage Loan purchased by the
Sponsor
pursuant to the Fremont Purchase Agreement and identified as a
"Fremont Mortgage
Loan" on the Mortgage Loan Schedule.
Fremont Purchase Agreement: The Amended and Restated Flow
Mortgage
Loan Purchase and Warranties Agreements, dated as of January 1,
2006, by and
between Fremont and the Sponsor, solely insofar as the Fremont
Purchase
Agreement relates to the Fremont Mortgage Loans.
High Cost Mortgage Loan: A Mortgage Loan that is (a) covered by
the
Home Ownership and Equity Protection Act of 1994, (b) identified,
classified or
characterized as "high cost," "threshold," "covered," or
"predatory" under any
other applicable state, federal or local law (or a similarly
identified,
classified or characterized loan using different terminology under
an applicable
law imposing heightened regulatory scrutiny or additional legal
liability for
residential mortgage loans having high interest rates, points
and/or fees) or
(c) categorized as "High Cost" or "Covered" pursuant to the
then-current version
of Appendix E of the Standard & Poor's Glossary.
Home Loan: A Mortgage Loan categorized as "Home Loan" pursuant
to
the then-current version of Appendix E of Standard & Poor's
Glossary.
Initial Certification: The Initial Certification submitted by
the
Trustee substantially in the form of Exhibit E.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Accrual Period: With respect to each Class of
Non-Delay
Certificates and each Class of Corresponding Lower-Tier REMIC
Regular Interest
and any Distribution Date, the period commencing on the preceding
Distribution
Date (or, for the initial Distribution Date, the Closing Date) and
ending on the
day preceding the current Distribution Date, and with respect to
the Delay
Certificates, each other Class of Lower-Tier REMIC Regular
Interests, the
Pooling-Tier REMIC-1 Regular Interests and the Pooling-Tier REMIC-2
Regular
Interests, the Class UT-X Interest and the Class UT-IO Interest and
any
Distribution Date, the calendar month preceding the month in which
such
Distribution Date occurs. For purposes of computing interest
accruals on each
Class of Non-Delay Certificates (other than the Class A-2
Certificates), each
Interest Accrual Period has the actual number of days in such
period and each
year is assumed to have 360 days. For purposes of computing
interest accruals on
each Class of Delay Certificates and the Class A-2 Certificates,
each month is
assumed to have 30 days and each year is assumed to have 360
days.
Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of October 20, 2006, and the related confirmation, dated
October 20,
2006, between the Swap Provider and the Trustee, on behalf of the
Trust or any
swap agreement (including any related schedules) entered into, a
copy of which
is attached hereto as Exhibit U.
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans, that portion of Available Funds
attributable to interest
received or advanced with respect to the Mortgage Loans, net of the
applicable
fees payable to the Servicer and Trustee for such Distribution
Date, and net of
any Net Swap Payments and Swap Termination Payments, other than
Defaulted Swap
Termination Payments, payable to the Swap Provider with respect to
such
Distribution Date.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS System as the investor pursuant to the
MERS Procedures
Manual.
Investor Based Exemption: Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE
96-23 or
similar exemption under Similar Law.
Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Determination Date
immediately following
such Due Period, whether as late payments of Scheduled Payments or
as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise,
which
represent late payments or collections of principal and/or interest
due (without
regard to any acceleration of payments under the related Mortgage
and Mortgage
Note) but delinquent for such Due Period and not previously
recovered.
LIBOR: With respect to any Interest Accrual Period for the
LIBOR
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided, that if such rate does not appear on
Telerate Page
3750, the rate for such date will be determined on the basis of the
rates at
which one-month U.S. dollar deposits are offered by the Reference
Banks at
approximately 11:00 a.m. (London time) on such date to prime banks
in the London
interbank market. In such event, the Trustee shall request the
principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at
least two such quotations are provided, the rate for that date will
be the
arithmetic mean of the quotations (rounded upwards if necessary to
the nearest
whole multiple of 1/16%). If fewer than two quotations are provided
as
requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee
(after
consultation with the Depositor), at approximately 11:00 a.m. (New
York City
time) on such date for one-month U.S. dollar deposits of leading
European banks.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day
preceding the
commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date,
(i)
a defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to which
the Servicer has certified (in accordance with this Agreement) that
it has made
a Final Recovery Determination and (ii) any Charged Off Loan.
Liquidation Event: With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made as to such Mortgage Loan; (iii) such Mortgage
Loan is
removed from coverage under this Agreement by reason of its being
purchased,
sold, transferred or replaced pursuant to or as contemplated by
this Agreement
or (iv) such Mortgage Loan becomes a Charged Off Loan pursuant to
Section
3.15(b). With respect to any REO Property, either of the following
events: (i) a
Final Recovery Determination is made as to such REO Property; or
(ii) such REO
Property is removed from coverage under this Agreement by reason of
its being
purchased pursuant to this Agreement.
Liquidation Proceeds: The amounts, including Insurance
Proceeds,
Condemnation Proceeds or those received following the acquisition
of REO
Property, received in connection with the liquidation of a
defaulted Mortgage
Loan, whether through a trustee's sale, foreclosure sale or
otherwise, including
any Subsequent Recoveries in each case, which are remaining after,
or not
otherwise required to be applied to, the satisfaction of any
related First Lien
Mortgage Loan.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London interbank market.
Lower-Tier Interest Rate: As described in the Preliminary
Statement.
Lower-Tier Principal Amount: As described in the Preliminary
Statement.
Lower-Tier Regular Interest: Each of the Class LT-A-1A, Class
LT-A-1B, Class LT-A-1C, Class LT-A-2, Class LT-A-3, Class LT-M-1,
Class LT-M-2,
Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class
LT-M-7, Class
LT-IO, Class LT-FL, Class LT-FX and Class LT-Accrual Interests as
described in
the Preliminary Statement.
Lower-Tier REMIC: As described in the Preliminary Statement.
LT-Accretion Directed Class: As defined in the Preliminary
Statement.
Majority Class X Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the Class X
Certificates.
MERS: As defined in Section 2.01(b).
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
applicable Original Loan Seller has designated or will designate
MERS as, and
has taken or will take such action as is necessary to cause MERS to
be, the
mortgagee of record, as nominee for the applicable Original Loan
Seller, in
accordance with the MERS Procedures Manual and (b) the applicable
Original Loan
Seller has designated or will designate the Trust 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.
Monthly Statement: The statement made available to the
Certificateholders pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc. and its successor in
interest. If Moody's is designated as a Rating Agency in the
Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Moody's
shall be Moody's Investors Service, Inc., 99 Church Street, New
York, New York
10007, Attention: Residential Mortgage Pass-Through Group, or such
other address
as Moody's may hereafter furnish to the Depositor, the Servicer and
the Trustee.
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan
contained in either the Servicing File or Custodial File.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note with respect to each Mortgage Loan.
Mortgage Loan: An individual Mortgage Loan which is the subject
of
this Agreement, each Mortgage Loan originally sold and subject to
this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes,
without limitation, the Mortgage File, the Custodial File, the
Servicing File,
the Scheduled Payments, Principal Prepayments, Liquidation
Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition
proceeds, Prepayment
Premiums and all other rights, benefits, proceeds and obligations
arising from
or in connection with such Mortgage Loan, excluding replaced or
repurchased
Mortgage Loans.
Mortgage Loan Documents: The mortgage loan documents pertaining
to
each Mortgage Loan.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed
hereto
as Schedule I, such schedule setting forth the following
information with
respect to each Mortgage Loan as of the Cut-off Date: (1) the
Original Loan
Seller's Mortgage Loan identifying number; (2) the city, state and
zip code of
the Mortgaged Property; (3) a code indicating whether the Mortgaged
Property is
owner-occupied, a second home or investment property; (4) the
number and type of
residential units constituting the Mortgaged Property (i.e., a
single family
residence, a 2-4 family residence, a unit in a condominium project
or a unit in
a planned unit development, manufactured housing); (5) the original
months to
maturity or the remaining months to maturity from the Cut-off Date,
in any case
based on the original amortization schedule and, if different, the
maturity
expressed in the same manner but based on the actual amortization
schedule; (6)
the Combined Loan-to-Value Ratio, at origination; (7) the Mortgage
Interest Rate
as of the Cut-off Date; (8) the date on which the Scheduled Payment
was due on
the Mortgage Loan and, if such date is not consistent with the Due
Date
currently in effect, such Due Date; (9) the stated maturity date;
(10) the
amount of the Scheduled Payment as of the Cut-off Date; (11) the
last payment
date on which a Scheduled Payment was actually applied to pay
interest and the
outstanding principal balance; (12) the original principal amount
of the
Mortgage Loan; (13) the principal balance of the Mortgage Loan as
of the close
of business on the Cut-off Date, after deduction of payments of
principal due
and collected on or before the Cut-off Date; (14) the type of
Mortgage Loan
(i.e., fixed rate, second lien); (15) a code indicating the purpose
of the loan
(i.e., purchase, rate and term refinance, equity take-out
refinance); (16) a
code indicating the documentation style (i.e., full, limited or
stated income);
(17) the loan credit classification (as described in the
Underwriting
Guidelines); (18) whether such Mortgage Loan provides for a
Prepayment Premium;
(19) the Prepayment Premium period of such Mortgage Loan, if
applicable; (20) a
description of the Prepayment Premium, if applicable; (21) the
Mortgage Interest
Rate as of origination; (22) the credit risk score (FICO score) at
origination;
(23) the date of origination; (24) a code indicating whether the
Mortgage Loan
has been modified; (25) the Due Date for the first Scheduled
Payment; (26) the
original Scheduled Payment due; (27) with respect to the related
Mortgagor, the
debt-to-income ratio; (28) the Appraised Value of the Mortgaged
Property; (29)
the sales price of the Mortgaged Property if the Mortgage Loan was
originated in
connection with the purchase of the Mortgaged Property; (30) a code
indicating
whether such Mortgage Loan is a Home Loan; (31) a code indicating
whether a
Mortgage Loan is or has been 30 days delinquent; (32) the
outstanding principal
balance of the related First Lien Mortgage Loan; (33) a code
indicating if a
Mortgage Loan is or has had a 30 Day Delinquency; and (34) whether
the Mortgage
Loan is an American Home Mortgage Loan, Fremont Mortgage Loan,
Quicken Mortgage
Loan or Conduit Mortgage Loan. With respect to the Mortgage Loans
in the
aggregate: (1) the number of Mortgage Loans; (2) the current
aggregate
outstanding principal balance of the Mortgage Loans; (3) the
weighted average
Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted
average
maturity of the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan Schedule as securing
repayment of
the debt evidenced by a Mortgage Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date the
amount
remaining for distribution pursuant to subsection 4.02(a)(iii)
(before giving
effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment Interest Shortfalls
exceeds the sum of
the Compensating Interest payments made with respect to such
Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Trust
to the Swap
Provider on the related Fixed Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Swap
Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement), or any amount withdrawn from the
reserve account
referred to in the first full paragraph of Section 4.06 that is
required under
that paragraph to be treated as a Net Swap Receipt for purposes of
determining
the distributions from the Supplemental Interest Trust.
90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect
to
which any portion of a Scheduled Payment is, as of the last day of
the prior Due
Period, three months or more past due (without giving effect to any
grace
period), each Mortgage Loan in foreclosure, all REO Property and
each Mortgage
Loan for which the Mortgagor has filed for bankruptcy.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Non-Rule 144A Investment Letter: As defined in Section 5.02(b).
Nonrecoverable P&I Advance: Any P&I Advance previously made
or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment of the Servicer, will not or, in the
case of a
proposed P&I Advance, would not be ultimately recoverable from
related Late
Collections on such Mortgage Loan or REO Property as provided
herein.
Nonrecoverable Servicing Advance: Any Servicing Advances
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property,
which, in the good faith business judgment of the Servicer, will
not or, in the
case of a proposed Servicing Advance, would not, be ultimately
recoverable from
related Late Collections.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Ocwen: Ocwen Loan Servicing, LLC, a Delaware limited liability
company, and its successors in interest.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the
Servicer with responsibility for the servicing of the Mortgage
Loans required to
be serviced by the Servicer and listed on a list delivered to the
Trustee
pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or a Subservicer, reasonably
acceptable to the
Trustee; provided, that any Opinion of Counsel relating to (a)
qualification of
any Trust REMIC as a REMIC or (b) compliance with the REMIC
Provisions, must
(unless otherwise stated in such Opinion of Counsel) be an opinion
of counsel
who (i) is in fact independent of the Servicer of the Mortgage
Loans, (ii) does
not have any material direct or indirect financial interest in the
Servicer or
in an affiliate of the Servicer and (iii) is not connected with the
Servicer of
the Mortgage Loans as an officer, employee, director or person
performing
similar functions.
Optional Termination Date: The date determined as follows:
(i) the Servicer (at the direction of the Majority Class X
Certificateholder (as evidenced on the Certificate Register)),
pursuant to
Section 9.01, shall cause the Optional Termination Date to occur on
any
Distribution Date on which the aggregate Stated Principal Balance
of the
Mortgage Loans, as of the last day of the related Due Period, is
equal to 10% or
less of the Cut-off Date Pool Principal Balance (provided, that if
the Depositor
or an Affiliate of the Depositor is one of the Holders constituting
such
majority, then there must be at least one other unaffiliated Holder
constituting
such majority and the Class X Certificates held by such Holder, or
unaffiliated
Holders in the aggregate, must represent at least a 10% Percentage
Interest in
the Class X Certificates); and
(ii) the Servicer, pursuant to Section 9.01, individually, may,
at
its option, cause the Optional Termination Date to occur on any
Distribution
Date on which the aggregate Stated Principal Balance of the
Mortgage Loans, as
of the last day of the related Due Period, is equal to 5% or less
of the Cut-off
Date Pool Principal Balance.
Original Loan Sellers: With respect to each American Home
Mortgage
Loans, American Home, with respect to each Fremont Mortgage Loan,
Fremont, with
respect to each Quicken Mortgage Loan, Quicken, and with respect to
each Conduit
Mortgage Loan, the Person who sold such Conduit Mortgage Loan to
the Sponsor.
Original Sale Date: With regard to each American Home Mortgage
Loan,
June 29, 2006, with regard to each Fremont Mortgage Loan, April 27,
2006, with
regard to each Quicken Mortgage Loan, September 1, 2006, and with
regard to each
Conduit Mortgage Loan, the date on which GSMC acquired such
Mortgage Loan from
the applicable Original Loan Seller.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore cancelled by the Trustee or
delivered
to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trustee
pursuant to this
Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a Stated Principal Balance greater than zero which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which did
not become a
Liquidated Mortgage Loan prior to such Due Date.
Overcollateralized Amount: As of any Distribution Date, the
excess,
if any, of (a) the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class
Certificate Balances
of the Offered Certificates as of such Distribution Date (after
giving effect to
the payment of the Principal Remittance Amount on such Certificates
on such
Distribution Date).
Overcollateralization Deficiency: With respect to any
Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized
Amount
applicable to such Distribution Date over (b) the
Overcollateralized Amount
applicable to such Distribution Date.
Overcollateralization Floor: With respect to any Distribution
Date,
0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the
Cut-off Date. Notwithstanding the foregoing, on and after any
Distribution Date
following the reduction of the aggregate Class Certificate Balance
of the Class
A Certificates and Class M Certificates to zero, the
Overcollateralization Floor
shall be zero.
Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Net Monthly Excess Cash
Flow.
Ownership Interest: As to any Residual Certificate, any
ownership
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.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the Servicer in respect of any Determination Date
representing the
aggregate of all payments of principal and interest, net of the
Servicing Fee,
that were due during the related Due Period on the Mortgage Loans
and that were
delinquent on the related Determination Date, plus certain amounts
representing
assumed payments not covered by any current net income on the
Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure
as determined
pursuant to Section 4.01.
Pass-Through Margin: With respect to each Class of Certificates,
the
following percentages: Class A-1A, 0.070%; Class A-1B, 0.150%;
Class A-1C,
0.100%; Class A-3, 0.230%; Class M-1, 0.400%; Class M-2, 0.430%;
Class M-3,
0.600% and Class M-4, 0.720%. On the first Distribution Date after
the Optional
Termination Date, the Pass-Through Margins shall increase to: Class
A-1A,
0.140%; Class A-1B, 0.300%; Class A-1C, 0.200%; Class A-3, 0.460%;
Class M-1,
0.600%; Class M-2, 0.645%; Class M-3, 0.900% and Class M-4,
1.080%.
Pass-Through Rate: For each Class of Certificates, each Class
of
Upper-Tier Regular Interest and each Class of Lower-Tier Regular
Interest, the
per annum rate set forth or calculated in the manner described in
the
Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Permitted Investments: Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued by the Servicer, the Trustee or any of their
respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have an original maturity of more than 365 days
or
a remaining maturity of more than 30 days) denominated in
United
States dollars and issued by any Depository Institution and
rated
P-1 by Moody's, F-1 by Fitch and A-1+ by Standard & Poor's (in
each
case, to the extent they are designated as Rating Agencies in
the
Preliminary Statement);
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of
the
United States of America or any state thereof and that are rated
by
each Rating Agency that rates such securities in its highest
long-term unsecured rating categories at the time of such
investment
or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on
demand or on a specified date not more than 30 days after the
date
of acquisition thereof) that is rated by each Rating Agency
that
rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds, including money market funds
advised by the Depositor or the Trustee or an Affiliate
thereof,
that have been rated "Aaa" by Moody's, "AAAm" or "AAAm-G" by
Standard & Poor's and at least "AA" by Fitch (in each case, to
the
extent they are designated as Rating Agencies in the
Preliminary
Statement); and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to the Rating
Agencies
as a permitted investment of funds backing "Aaa" or "AAA" rated
securities;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
For investments in the Distribution Account (except during the
Trustee Float
Period), only the obligations or securities (or instruments which
invest in the
obligations or securities) specified in clause (i) above shall
constitute
Permitted Investments.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521 of
the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that
is a
Disqualified Non-U.S. Person or a U.S. Person with respect to whom
income from a
Residual Certificate is attributable to a foreign permanent
establishment or
fixed base (within the meaning of an applicable income tax treaty)
of such
Person or any other U.S. Person, (vi) an "electing large
partnership" within the
meaning of Section 775 of the Code and (vii) 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.
The terms "United States," "State" and "international organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or of
any State or political subdivision thereof for these purposes 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 government
unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans
for such
Distribution Date that were Outstanding Mortgage Loans on the Due
Date in the
related Due Period.
Pooling-Tier REMIC-1: As described in the Preliminary
Statement.
Pooling-Tier REMIC-1 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 WAC Rate: As of any Distribution Date, a
per
annum rate equal to (a) the weighted average of the Mortgage
Interest Rates for
each Mortgage Loan (in each case, less than the applicable Expense
Fee Rate)
then in effect on the beginning of the related Due Period on such
Mortgage
Loans, multiplied by (b) 30 divided by the actual number of days in
the related
Interest Accrual Period.
Pooling-Tier REMIC-2: As described in the Preliminary
Statement.
Pooling-Tier REMIC-2 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier
REMIC-2
Regular Interests with the designation "IO" in its name.
Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.
Prepayment Interest Excess: With respect to any Remittance Date,
the
sum of, for each Mortgage Loan that was, during the portion of the
Prepayment
Period occurring in the same month as such Remittance Date, the
subject of a
Principal Prepayment that was applied by the Servicer to reduce the
outstanding
principal balance of such Mortgage Loan, an amount equal to the
product of (a)
the Mortgage Interest Rate net of the Servicing Fee Rate for such
Mortgage Loan,
(b) the amount of the Principal Prepayment for such Mortgage Loan,
(c) 1/360 and
(d) the number of days commencing on the first day of the calendar
month in
which such Remittance Date occurs and ending on the date on which
such Principal
Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Remittance
Date,
the sum of, for each Mortgage Loan that was, during the portion of
the related
Prepayment Period occurring in the calendar month preceding such
Remittance
Date, the subject of a Principal Prepayment, an amount equal to the
product of
(a) the Mortgage Interest Rate net of the Servicing Fee Rate for
such Mortgage
Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c)
1/360 and (d) the number of days commencing on the date on which
such Principal
Prepayment was applied and ending on the last day of the related
Prepayment
Period.
Prepayment Period: With respect to any Distribution Date and
Principal Prepayments in Full, the period beginning on the 16th day
of the month
preceding the month in which such Distribution Date occurs (or, in
the case of
the first Distribution Date, from and including the Cut-off Date)
to and
including the 15th day of the month in which such Distribution Date
occurs. With
respect to any Distribution Date and each partial Principal
Prepayment, the
calendar month prior to the month of such Distribution Date.
Prepayment Premium: Any prepayment premium or charge collected
by
the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection with
any voluntary Principal Prepayment pursuant to the terms of the
related Mortgage
Note.
Principal Distribution Amount: For any Distribution Date, the sum
of
(i) the Basic Principal Distribution Amount for such Distribution
Date and (ii)
the Extra Principal Distribution Amount for such Distribution
Date.
Principal Prepayment: Any full or partial payment or other
recovery
of principal on a Mortgage Loan which is received in advance of its
scheduled
Due Date, excluding any Prepayment Premium and which is not
accompanied by an
amount of interest representing scheduled interest due on any date
or dates in
any month or months subsequent to the month of prepayment. For
purposes of this
Agreement, a Liquidation Event shall not be treated as a Principal
Prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution
Date,
the amount equal to the sum of the following amounts (without
duplication) with
respect to the related Due Period: (i) each scheduled payment of
principal on a
Mortgage Loan due during such Due Period and received by the
Servicer on or
prior to the related Determination Date or advanced by the Servicer
for the
related Remittance Date (ii) all Principal Prepayments received
during the
related Prepayment Period, (iii) all net Liquidation Proceeds,
Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to
principal
actually collected by the Servicer during the related Prepayment
Period, (iv)
the portion of the Repurchase Price allocable to principal with
respect to each
Deleted Mortgage Loan, the repurchase obligation for which arose
during the
related Prepayment Period, that was repurchased during the period
from the prior
Determination Date through the Determination Date for the current
Distribution
Date, (v) the portion of all Substitution Adjustment Amounts
allocable to
principal with respect to the substitutions of Mortgage Loans that
occur during
the calendar month in which such Distribution Date occurs, and (vi)
the
allocable portion of the proceeds received with respect to the
termination of
the Trust Fund pursuant to clause (a) of Section 9.01 (to the
extent such
proceeds relate to principal).
Privacy Laws: Title V of the Gramm-Leach-Bliley Act of 1999, as
amended, and all applicable regulations promulgated thereunder.
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated October
18,
2006, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
Purchase Agreements: The American Home Purchase Agreement, the
Fremont Purchase Agreement, the Quicken Purchase Agreement or, with
respect to
any Conduit Mortgage Loans, the purchase agreement by and between
the related
Original Loan Seller and the Sponsor, as applicable.
Quicken: Quicken Loans, Inc., a Michigan corporation, and its
successors in interest.
Quicken Agreement: The Representations and Warranties
Agreement,
dated as of October 20, 2006, among the Sponsor, the Depositor and
Quicken, a
copy of which is attached hereto as Exhibit Q-3.
Quicken Mortgage Loan: Each Mortgage Loan purchased by the
Sponsor
pursuant to the Quicken Purchase Agreement and identified as an
"Quicken
Mortgage Loan" on the Mortgage Loan Schedule.
Quicken Purchase Agreement: The Amended and Restated Seller's
Purchase, Warranties and Interim Servicing Agreement, dated as of
June 1, 2006,
by and between the Sponsor and Quicken Loans Inc.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no
longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee. References
herein to a given rating or rating category of a Rating Agency
shall mean such
rating category without giving effect to any modifiers. For
purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be
the address
specified therefor in the definition corresponding to the name of
such Rating
Agency, or such other address as either such Rating Agency may
hereafter furnish
to the Depositor, the Trustee and the Servicer.
Realized Losses: With respect to any date of determination and
any
Liquidated Mortgage Loan, the amount, if any, by which (a) the
unpaid principal
balance of such Liquidated Mortgage Loan together with accrued and
unpaid
interest thereon exceeds (b) the Liquidation Proceeds with respect
thereto net
of the expenses incurred by the Servicer in connection with the
liquidation of
such Liquidated Mortgage Loan and net of the amount of unreimbursed
Servicing
Advances with respect to such Liquidated Mortgage Loan. Any Charged
Off Loan
will give rise to a Realized Loss (calculated as if clause (b) of
the previous
sentence is equal to zero) at the time it is charged off, as
described in
Section 3.15(c) hereof.
Record Date: With respect to any Distribution Date, the close
of
business on the last day of the related Interest Accrual Period;
provided,
however, that for any Certificate issued in definitive form, the
Record Date
shall be the close of business on the last Business Day of the
month preceding
the month in which such applicable Distribution Date occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
Released Loan: Any Charged Off Loan that is discharged from the
Trust and released by Ocwen to the Class X-1 Certificateholder
pursuant to
Section 3.15(b). Any Released Loan will no longer be an asset of
any REMIC or
the Trust Fund.
Relief Act Interest Shortfall: With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest or
principal
collectible on such Mortgage Loan for the most recently ended Due
Period as a
result of the application of the Servicemembers Civil Relief Act,
or any similar
state statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
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.
Remittance Date: With respect to any Distribution Date, no
later
than 1:00 PM, Central Time on the Business Day immediately
preceding such
Distribution Date.
REO
Disposition: The final sale by the Servicer of any REO
Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the Mortgage Interest Rate net of
the
Servicing Fee Rate that would have been applicable to the related
Mortgage Loan
had it been outstanding) on the unpaid principal balance of the
Mortgage Loan as
of the date of acquisition thereof (as such balance is reduced
pursuant to
Section 3.15 by any income from the REO Property treated as a
recovery of
principal).
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Reportable Event: As defined in Section 8.12(a)(ii).
Reporting Date: The 18th day of each calendar month or the
immediately following Business Day if the 18th is not a Business
Day.
Representations and Warranties Agreement: The Representations
and
Warranties Agreement, dated as of October 20, 2006, by and between
the Depositor
and the Sponsor, a copy of which is attached hereto as Exhibit
V.
Repurchase Price: With respect to any Mortgage Loan repurchased
by
the Sponsor, an amount equal to the sum of (i) the unpaid principal
balance of
such Mortgage Loan as of the date of repurchase, (ii) interest on
such unpaid
principal balance of such Mortgage Loan at the Mortgage Interest
Rate from the
last date through which interest has been paid and distributed to
the Trustee to
the date of repurchase, (iii) all unreimbursed Servicing Advances,
(iv) (a) any
costs and damages incurred by the Trust in connection with any
violation by such
Mortgage Loan of any predatory lending law or abusive lending law,
and (v) all
expenses incurred by the Servicer, the Trust or the Trustee, as the
case may be,
in respect of a breach or defect, including, without limitation,
expenses
arising out of the Trustee's or Servicer's enforcement of the
Sponsor's
repurchase obligations, to the extent not included in clause
(iii).
With respect to any Mortgage Loan repurchased by American Home
and
Fremont, the Repurchase Price as that term is defined in the
related Purchase
Agreement.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee, substantially in the form of Exhibit
J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president, any assistant secretary,
any assistant
treasurer, any associate 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, such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject and who shall have
direct
responsibility for the administration of this Agreement.
Rule 144A Letter: As defined in Section 5.02(b).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
monthly payment due on such Mortgage Loan.
Second Lien Mortgage Loan: A Mortgage Loan secured by a second
lien
Mortgage on the related Mortgaged Property.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Subordinated Certificates and (ii)
the
Overcollateralized Amount (in each case after taking into account
the
distributions of the Principal Distribution Amount for such
Distribution Date)
by (y) the aggregate Stated Principal Balance of the Mortgage Loans
for such
Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 56.50%.
Servicer: Ocwen.
Servicer Cumulative Loss Trigger: With respect to any
Distribution
Date, a Servicer Cumulative Loss Trigger exists if the Cumulative
Loss
Percentage exceeds the applicable percentages set forth below with
respect to
such Distribution Date:
Distribution Date
Occurring In
Loss Percentage
----------------------------
----------------------------------------------
November 2008 - October 2009 3.20% for the first month,
plus an additional
1/12th of 2.75% for each month thereafter
November 2009 - October 2010 5.95% for the first month,
plus an additional
1/12th of 2.55% for each month thereafter
November 2010 - October 2011 8.50% for the first month,
plus an additional
1/12th of 0.25% for each month thereafter
November 2011 - October 2012 8.75% for the first month,
plus an additional
1/12th of 0.50% for each month thereafter
November 2012 and thereafter 9.25%
Servicer Delinquency Trigger: With respect to any Distribution
Date,
a Servicer Delinquency Trigger exists if (i) the quotient
(expressed as a
percentage) of (1) the rolling three-month average of the aggregate
unpaid
principal balance of 60+ Day Delinquent Mortgage Loans, divided by
(2) the
aggregate unpaid principal balance of the Mortgage Loans as of the
last day of
the related Due Period, equals or exceeds 18.15% of the Senior
Enhancement
Percentage as of the last day of the prior Due Period.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred prior to, on, or after the
Cut-off Date
by the Servicer in the performance of its servicing obligations in
connection
with a default, delinquency or other unanticipated event,
including, but not
limited to, the cost of (i) the preservation, restoration,
inspection and
protection of a Mortgaged Property, (ii) any enforcement,
administrative or
judicial proceedings, including foreclosures and litigation, in
respect of a
particular Mortgage Loan, (iii) the management (including
reasonable fees in
connection therewith) and liquidation of any REO Property and (iv)
the
performance of its obligations under Sections 3.01, 3.13 and 3.15
(including the
cost of obtaining any broker's price opinion pursuant thereto).
Servicing
Advances also include any reasonable "out-of-pocket" costs and
expenses
(including legal fees) incurred by the Servicer in connection with
executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments of
Mortgage in connection with any satisfaction or foreclosures in
respect of any
Mortgage Loan to the extent not recovered from the Mortgagor or
otherwise
payable under this Agreement and obtaining or correcting any legal
documentation
required to be included in the Mortgage Files and necessary for the
Servicer to
perform its obligations under this Agreement, including 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).
The Servicer shall not be required to make any Nonrecoverable
Servicing
Advances.
Servicing Fee: With respect to each Mortgage Loan and any
Distribution Date, an amount equal to the product of (i)
one-twelfth of the
Servicing Fee Rate and (ii) the applicable Stated Principal Balance
of such
Mortgage Loan as of the first day of the Due Period preceding the
applicable
Distribution Date. Such fee shall be payable monthly, and shall be
pro rated for
any portion of a month during which the Mortgage Loan is serviced
by the
Servicer under this Agreement. The Servicing Fee is payable solely
from the
interest portion (including recoveries with respect to interest
from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds
received with
respect to REO Properties, to the extent permitted by Section 3.11)
of such
Scheduled Payment collected by the Servicer or as otherwise
provided under
Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all
documents in
the Mortgage File which are not delivered to the Trustee in the
Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit K
hereto.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and facsimile signature appear on a list of servicing officers
furnished to
the Trustee by the Servicer on the Closing Date pursuant to this
Agreement, as
such list may from time to time be amended.
Servicing Transfer Costs: All reasonable out-of-pocket costs
and
expenses incurred by the Trustee in connection with the transfer of
servicing
from a terminated Servicer, including, without limitation, any such
costs or
expenses associated with the complete transfer of all servicing
data and the
completion, correction or manipulation of such servicing data as
may be required
by the Trustee to correct any errors or insufficiencies in the
servicing data or
otherwise to enable the Trustee (or any successor Servicer
appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and
effectively.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: With respect to any date of
determination, each Mortgage Loan with respect to which any portion
of a
Scheduled Payment is, as of the last day of the prior Due Period,
two months or
more past due (without giving effect to any grace period), each
Mortgage Loan in
foreclosure, all REO Properties and each Mortgage Loan for which
the Mortgagor
has filed for bankruptcy after the Closing Date.
Specified Overcollateralized Amount: Prior to the Stepdown Date,
an
amount equal to 5.10% of the Cut-off Date Pool Principal Balance.
On and after
the Stepdown Date, an amount equal to 10.20% of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date, subject,
until the
Class Certificate Balance of each Class of Offered Certificates has
been reduced
to zero, to a minimum amount equal to the Overcollateralization
Floor; provided,
however, that if, on any Distribution Date, a Trigger Event has
occurred, the
Specified Overcollateralized Amount shall not be reduced to the
applicable
percentage of the then current aggregate Stated Principal Balance
of the
Mortgage Loans until the Distribution Date on which a Trigger Event
is no longer
occurring.
Sponsor: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest, as purchaser of the
Mortgage Loans
under the Purchase Agreements.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc., and its successors in interest. If
Standard &
Poor's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to Standard
& Poor's shall
be Standard & Poor's, 55 Water Street, New York, New York
10041, Attention:
Residential Mortgage Surveillance Group - GSAMP Trust 2006-S6, or
such other
address as Standard & Poor's may hereafter furnish to the
Depositor, the
Servicer and the Trustee.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, in effect as of the Closing Date.
Start-up Day: The Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of
any
date of determination, (i) the principal balance of the Mortgage
Loan at the
Cut-off Date after giving effect to payments of principal due on or
before such
date, minus (ii) all amounts previously remitted to the Trustee
with respect to
the related Mortgage Loan representing payments or recoveries of
principal
including advances in respect of Scheduled Payments of principal.
For purposes
of any Distribution Date, the Stated Principal Balance of any
Mortgage Loan will
give effect to any Scheduled Payments of principal received by the
Servicer on
or prior to the related Determination Date or advanced by the
Servicer for the
related Remittance Date and any unscheduled principal payments and
other
unscheduled principal collections received during the related
Prepayment Period,
and the Stated Principal Balance of any Mortgage Loan that has
prepaid in full
or has become a Liquidated Mortgage Loan during the related
Prepayment Period
shall be zero.
Stepdown Date: The earlier to occur of (a) the date on which
the
aggregate Class Certificate Balances of the Class A Certificates
have been
reduced to zero, and (b) the later to occur of (i) the Distribution
Date in
November 2009, and (ii) the first Distribution Date on which the
Senior
Enhancement Percentage is greater than or equal to the Senior
Specified
Enhancement Percentage.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subsequent Recoveries: Amounts received with respect to any
Liquidated Mortgage Loan after it has become a Liquidated Mortgage
Loan and, in
the case of a Charged Off Loan, prior to such Liquidated Mortgage
Loan becoming
a Released Loan.
Subservicer: As defined in Section 3.02(a).
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by
American
Home, Fremont, Quicken or the Sponsor for a Deleted Mortgage Loan
which must, on
the date of such substitution, as confirmed in a Request for
Release,
substantially in the form of Exhibit J, (i) have a Stated Principal
Balance,
after deduction of the principal portion of the Scheduled Payment
due in the
month of substitution, not in excess of, and not more than 10% less
than, the
Stated Principal Balance of the Deleted Mortgage Loan; (ii) be
accruing interest
at a rate no lower than and not more than 1% per annum higher than,
that of the
Deleted Mortgage Loan; (iii) have a CLTV no higher than that of the
Deleted
Mortgage Loan; (iv) have a remaining term to maturity no greater
than (and not
more than one year less than that of) the Deleted Mortgage Loan;
and (v) comply
with each related representation and warranty set forth in Section
2.03.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03(e).
Supplemental Interest Trust: The corpus of a trust created
pursuant
to Section 4.06 of this Agreement, consisting of the Interest Rate
Swap
Agreement, the Yield Maintenance Agreement, the Class UT-IO
Interest and the
right to receive Class IO Shortfalls, subject to the obligation to
pay amounts
specified in Section 4.06.
Supplemental Interest Trust Account: The account of that name
created pursuant to Section 4.06 of this Agreement.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used
in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of
(a) the
actual number of days in the Interest Accrual Period for the LIBOR
Certificates
divided by (b) 30.
Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,
LP
and its successors in interest, and any successor swap provider
under any
replacement Interest Rate Swap Agreement.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the Interest Rate Swap Agreement
as a result
of an Event of Default (as defined in the Interest Rate Swap
Agreement) or a
Termination Event (as defined in the Interest Rate Swap
Agreement).
Tax Matters Person: The Holder of the Class R Certificates
designated as "tax matters person" of each related Trust REMIC, in
the manner
provided under Treasury Regulations Section 1.860F-4(d) and
Treasury Regulations
Section 301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on
the
Bridge Telerate Service (or such other page as may replace that
page on that
service for displaying comparable rates or prices).
Termination Price: As defined in Section 9.01 hereof.
30 Day Delinquency: The failure of the Mortgagor to make any
Scheduled Payment due under the Mortgage Note on or prior to the
date which is
30 days after such payment's Due Date.
Total Monthly Excess Spread: As to any Distribution Date, an
amount
equal to the excess, if any, of (i) the interest collected on the
Mortgage Loans
received by the Servicer on or prior to the related Determination
Date or
advanced by the Servicer for the related Remittance Date (net of
Expense Fees)
and plus Net Swap Receipts and Yield Maintenance Payments and less
Net Swap
Payments and Swap Termination Payments (other than Defaulted Swap
Termination
Payments), if any, for such Distribution Date over (ii) the sum of
the amounts
payable to the Certificates pursuant to Section 4.02(a)(i);
provided that Net
Swap Receipts and Yield Maintenance Payments shall be included in
Total Monthly
Excess Spread (and correspondingly, in Extra Principal Distribution
Amount) only
to the extent of current or prior Realized Losses not previously
reimbursed.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger
Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1)
the rolling
three month average of the aggregate unpaid principal balance of
60+ Day
Delinquent Mortgage Loans (excluding Charged Off Loans), divided by
(2) the
aggregate unpaid principal balance of the Mortgage Loans as of the
last day of
the related Due Period, equals or exceeds 14.15% of the Senior
Enhancement
Percentage as of the last day of the prior Due Period or (ii) the
quotient
(expressed as a percentage) of (x) the aggregate amount of Realized
Losses
incurred since the Cut-off Date through the last day of the related
Prepayment
Period divided by (y) the Cut-off Date Pool Principal Balance,
exceeds the
applicable percentages set forth below with respect to such
Distribution Date:
Distribution Date
Occurring In
Loss Percentage
----------------------------
---------------------------------------------
November 2008 - October 2009 2.20% for the first month, plus an
additional
1/12th of 2.75% for each month thereafter
November 2009 - October 2010 4.95% for the first month, plus an
additional
1/12th of 2.55% for each month thereafter
November 2010 - October 2011 7.50% for the first month, plus an
additional
1/12th of 1.25% for each month thereafter
November 2011 - October 2012 8.75% for the first month, plus an
additional
1/12th of 0.50% for each month thereafter
November 2012 and thereafter 9.25%
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loans and all interest and principal received on
or with
respect thereto after the related Cut-off Date, other than such
amounts which
were due on the Mortgage Loans on or before the related Cut-off
Date; (ii) the
Collection Account, the Excess Reserve Fund Account, the
Distribution Account,
and all amounts deposited therein pursuant to the applicable
provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise, (iv) the
Yield
Maintenance Agreement, (v) the Depositor's rights under the
American Home
Agreements, the Fremont Agreements, the Quicken Agreement and
the
Representations and Warranties Agreement; (vi) the Interest Rate
Swap Agreement;
and (vii) the Supplemental Interest Trust Account; and (viii) all
proceeds of
the conversion, voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of the Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2,
the Lower-Tier REMIC or the Upper-Tier REMIC, as applicable.
Trustee: Deutsche Bank National Trust Company, and its successors
in
interest and, if a successor trustee is appointed hereunder, such
successor.
Trustee Fee: As to any Distribution Date, an amount equal to
the
product of (a) one twelfth of the Trustee Fee Rate and (b) the
applicable Stated
Principal Balance of such Mortgage Loan as of the first day of the
Due Period
preceding the applicable Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0073%
per
annum.
Trustee Float Period: With respect to any Distribution Date and
the
related amounts in the Distribution Account, the period commencing
on the
Business Day immediately preceding such Distribution Date and
ending on such
Distribution Date.
Underwriters' Exemption: Any exemption listed in footnote 1 of,
and
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
54487 (2002),
or any successor exemption.
Underwriting Guidelines: The underwriting guidelines attached to
the
applicable Purchase Agreement.
Unpaid Interest Amounts: As of any Distribution Date and any
Class
of Certificates, the sum of (a) the portion of the Accrued
Certificate Interest
Distribution Amount from prior Distribution Dates remaining unpaid
immediately
prior to the current Distribution Date and (b) interest on such
unpaid amount in
clause (a) at the applicable Pass-Through Rate or Fixed Rate, as
applicable (to
the extent permitted by applicable law).
Upper-Tier Interest Rate: As described in the Preliminary
Statement.
Upper-Tier Regular Interest: As described in the Preliminary
Statement.
Upper-Tier REMIC: As described in the Preliminary Statement.
U.S. Person: (i) A
citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes)
created or
organized in the United States or under the laws of the United
States or of any
State thereof, including, for this purpose, the District of
Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes)
organized in
the United States or under the laws of the United States or of any
State
thereof, including, for this purpose, the District of Columbia
(unless provided
otherwise by future Treasury regulations); (iv) an estate whose
income is
includible in gross income for United States income tax purposes
regardless of
its source; or (v) a trust, if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more U.S. Persons have authority to control all substantial
decisions of the
trust. Notwithstanding the last clause of the preceding sentence,
to the extent
provided in Treasury regulations, certain trusts in existence on
August 20,
1996, and treated as U.S. Persons prior to such date, may elect to
continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class X
Certificates, if any (such Voting Rights to be allocated among the
holders of
Certificates of each such Class in accordance with their respective
Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the
Class P
Certificates, if any, and (c) the remaining Voting Rights shall be
allocated
among Holders of the remaining Classes of Certificates (other than
the Class R
Certificates and Class X-1 Certificates) in proportion to the
Certificate
Balances of their respective Certificates on such date. The Class R
Certificates
and Class X-1 Certificates shall have no Voting Rights.
WAC Cap: A per annum rate equal to the product of (i) with
respect
to the LIBOR Certificates, 30 divided by the actual number of days
in the
applicable Interest Accrual Period, and with respect to the Fixed
Rate
Certificates, 1, and (ii)(A) the weighted average of the interest
rates on the
Mortgage Loans (in each case, less the Expense Fee Rate) in effect
at the
beginning of the related Due Period on the mortgage loans, and
minus (B) solely
for the purposes of calculating the WAC Cap for the LIBOR
Certificates, Net Swap
Payments, if any, for that Distribution Date, and Swap Termination
Payments
(other than Defaulted Swap Termination Payments) owed to the Swap
Provider, if
any, for that Distribution Date, divided by the Class Certificate
Balance of the
LIBOR Certificates at the beginning of the related Due Period,
multiplied by 12.
Yield Maintenance Agreement: The yield maintenance agreement
dated
October 20, 2006, between the Sponsor and the Yield Maintenance
Provider, in the
form attached hereto as Exhibit T.
Yield Maintenance Payments: An amount equal to the product of
(a)
the number of basis points by which (i) one-month LIBOR (determined
in
accordance with the terms of the Yield Maintenance Agreement)
exceeds (ii)
5.50%, (b) a notional amount equal to the lesser of (A) the amount
set forth as
the yield maintenance notional amount on the schedule attached to
the Yield
Maintenance Agreement and (B) the aggregate Class Certificate
Balance of the
LIBOR Certificates minus the amount set forth as the swap agreement
notional
amount on the schedule attached to the Interest Rate Swap
Agreement, and (c) the
actual number of days in the applicable Interest Accrual Period
divided by 360.
Yield Maintenance Provider: Goldman Sachs Mitsui Marine
Derivative
Products, L.P., a Delaware limited partnership, and its successors
in interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for the
benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund, and the Trustee, on behalf of
the Trust,
hereby accepts the Trust Fund.
(b) In connection with such transfer and assignment of each
Mortgage
Loan, the Depositor has delivered or caused to be delivered to the
Trustee for
the benefit of the Certificateholders the following documents or
instruments
with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note (except for up to 0.05% of the
Mortgage
Notes for which there is a lost note affidavit and a copy of
the
Mortgage
Note) bearing all intervening endorsements, endorsed "Pay to
the
order of
_________, without recourse" and signed in the name of the last
endorsee.
To the extent that there is no room on the face of the Mortgage
Notes for
endorsements, the endorsement may be contained on an allonge
unless
state law does not so allow and the Trustee has been advised by
the
Original
Loan Seller that state law does not so allow. If the Mortgage
Loan was
acquired by the Original Loan Seller in a merger, the
endorsement
must be by
"[last endorsee], successor by merger to [name of
predecessor]". If the Mortgage Loan was acquired or originated by
the last
endorsee
while doing business under another name, the endorsement must
be
by "[last
endorsee], formerly known as [previous name]";
(ii) with respect to any Mortgage Loan the original of any
guarantee
executed
in connection with the Mortgage Note;
(iii) with respect to the American Home Mortgage Loans, Fremont
Mortgage
Loans, Quicken Mortgage Loans and Conduit Mortgage Loans, the
original
Mortgage with evidence of recording thereon or a certified true
copy of
such Mortgage submitted for recording. If in connection with
any
Mortgage
Loan, American Home with respect to the American Home Mortgage
Loans,
Fremont with respect to the Fremont Mortgage Loans, Quicken
with
respect to
the Quicken Mortgage Loans, or the Sponsor with respect to the
Conduit
Mortgage Loans, as applicable, cannot deliver or cause to be
delivered
the original Mortgage with evidence of recording thereon on or
prior to
the Closing Date because of a delay caused by the public
recording
office where such Mortgage has been delivered for recordation
or
because
such Mortgage has been lost or because such public recording
office
retains the original recorded Mortgage, American Home with
respect
to the American Home
Mortgage Loans, Fremont with respect to the Fremont
Mortgage
Loans, Quicken with respect to the Quicken Mortgage Loans, or
the
Sponsor
with respect to the Conduit Mortgage Loans, as applicable,
shall
deliver or
cause to be delivered to the Trustee a photocopy of such
Mortgage,
together with (i) in the case of a delay caused by the public
recording
office, an officer's certificate of American Home with respect
to the
American Home Mortgage Loans, Fremont with respect to the
Fremont
Mortgage
Loans, Quicken with respect to the Quicken Mortgage Loans, or
the
Sponsor
with respect to the Conduit Mortgage Loans, as applicable (or
evidence
of certification on the face of such photocopy of such
Mortgage)
or in the
case of American Home, Fremont, Quicken or the Sponsor,
certified
by the title company, escrow agent, or closing attorney stating
that such
Mortgage has been dispatched to the appropriate public
recording
office for
recordation and that the original recorded Mortgage or a copy
of such
Mortgage certified by such public recording office to be a true
and
complete copy of the original recorded Mortgage will be
promptly
delivered
to the Trustee upon receipt thereof by American Home with
respect to
the American Home Mortgage Loans, Fremont with respect to the
Fremont
Mortgage Loans, Quicken with respect to the Quicken Mortgage
Loans, or
the Sponsor with respect to the Conduit Mortgage Loans, as
applicable; (ii) in the case of a Mortgage where a public recording
office
retains
the original recorded Mortgage or in the case where a Mortgage
is
lost after
recordation in a public recording office, a copy of such
Mortgage
certified by such public recording office to be a true and
complete
copy of the original recorded Mortgage;
(iv) the originals of all assumption, modification, consolidation
or
extension
agreements, (if provided), with evidence of recording thereon
or
a
certified true copy of such agreement submitted for recording;
(v) except with respect to each MERS Designated Mortgage Loan,
the
original
Assignment of Mortgage for each Mortgage Loan endorsed in blank
and in
recordable form;
(vi) the originals of all intervening Assignments of Mortgage
(if
any)
evidencing a complete chain of assignment from the applicable
originator
(or MERS with respect to each MERS Designated Mortgage Loan) to
the last
endorsee with evidence of recording thereon, or if any such
intervening assignment has not been returned from the applicable
recording
office or
has been lost or if such public recording office retains the
original
recorded Assignments of Mortgage, the applicable Original Loan
Seller
shall deliver or cause to be delivered to the Trustee a
photocopy
of such
intervening assignment, together with (1) in the case of a
delay
caused by
the public recording office, an officer's certificate of the
applicable
Original Loan Seller (or evidence of certification on the face
of such
photocopy of such intervening Assignment of Mortgage) or
certified
by the
title company, escrow agent, or closing attorney stating that
such
intervening Assignment of Mortgage has been dispatched to the
appropriate
public
recording office for recordation and that such original
recorded
intervening Assignment of Mortgage or a copy of such
intervening
Assignment
of Mortgage certified by the appropriate public recording
office to
be a true and complete copy of the original recorded
intervening
Assignment
of Mortgage will be promptly delivered to the Trustee upon
receipt
thereof by the applicable Original Loan Seller; or (2) in the
case
of an
intervening assignment where a public recording office retains
the
original
recorded intervening assignment or in the case where an
intervening assignment is lost after recordation in a public
recording
office, a
copy of such intervening assignment certified by such public
recording
office to be a true and complete copy of the original recorded
intervening assignment;
(vii) the original (or a copy of) the mortgagee policy of title
insurance
or, in the event such original title policy is unavailable, a
certified
true copy of the related policy binder or commitment for title
certified
to be true and complete by the title insurance company; and
(viii) a security agreement, chattel mortgage or equivalent
document
executed
in connection with the Mortgage (if provided).
The Depositor shall use reasonable efforts to assist the Trustee
and
the Servicer in enforcing the obligations of the Sponsor under
the
Representations and Warranties Agreement, the obligations of
American Home and
the Sponsor under the American Home Agreements, the obligations of
Fremont and
the Sponsor under the Fremont Agreements, the obligations of
Quicken and the
Sponsor under the Quicken Agreement.
Each Mortgage Loan for which a Mortgage Note is missing shall
be
evidenced by a lost note affidavit as of the Closing Date. In the
event one or
more lost note affidavits are provided to cover multiple missing
Mortgage Notes
on the Closing Date, the Depositor shall use reasonable efforts to
cause the
Sponsor to deliver to the Trustee the applicable individual lost
note affidavits
within ten (10) Business Days of the Closing Date. If the Sponsor
fails to
deliver the required individual lost note affidavits within the
specified period
of time, the Trustee shall notify American Home, Fremont, Quicken
or the
Sponsor, as applicable, to take such remedial actions, including,
without
limitation, the repurchase by American Home of any American Home
Mortgage Loan,
within 45 days of the Closing Date, the repurchase by Fremont of
any Fremont
Mortgage Loan, and Quicken of any Quicken Mortgage Loan, within 60
days of the
Closing Date, or the repurchase by the Sponsor of any Conduit
Mortgage Loan
within 180 days of the Closing Date.
The Depositor shall use reasonable efforts to cause the Sponsor
to
deliver to the Trustee the applicable recorded document promptly
upon receipt
from the respective recording office but in no event later than 180
days from
the Closing Date.
If any Mortgage has been recorded in the name of Mortgage
Electronic
Registration System, Inc. ("MERS") or its designee, no Assignment
of Mortgage in
favor of the Trustee will be required to be prepared or delivered
and instead,
the Servicer shall take all reasonable actions as are necessary at
the expense
of the Depositor to cause the Trust to be shown as the owner of the
related
Mortgage Loan on the records of MERS for the purpose of the system
of recording
transfers of beneficial ownership of mortgages maintained by
MERS.
The Depositor shall use reasonable efforts to cause the Sponsor
to
forward to the Trustee additional documents evidencing an
assumption,
modification, consolidation or extension of a Mortgage Loan
approved by the
applicable Original Loan Seller in accordance with the terms of the
applicable
Purchase Agreement. All such mortgage documents held by the Trustee
as to each
Mortgage Loan shall constitute the "Custodial File."
On or prior to the Closing Date, the Depositor shall use
reasonable
efforts to cause the Sponsor to deliver to the applicable Custodian
Assignments
of Mortgages, in blank, for each applicable Mortgage Loan (except
with respect
to each MERS Designated Mortgage Loan). The Depositor shall use
reasonable
efforts to cause the Sponsor to cause the Assignments of Mortgage
with completed
recording information to be provided to the Servicer in a
reasonably acceptable
manner. No later than thirty (30) Business Days following the later
of the
Closing Date and the date of receipt by the Servicer of the fully
completed
Assignments of Mortgages in recordable form, the Depositor shall
promptly submit
or cause to be submitted for recording, at the expense of the
Sponsor, at no
expense to the Trust Fund, the Depositor or the Trustee in the
appropriate
public office for real property records, each Assignment of
Mortgage referred to
in Section 2.01(b)(v). Notwithstanding the foregoing, for
administrative
convenience and facilitation of servicing and to reduce closing
costs, the
Assignments of Mortgage shall not be required to be submitted for
recording (i)
(except with respect to any Mortgage Loan located in Maryland)
unless the
Trustee and the Depositor receive written notice that such failure
to record
would result in a withdrawal or a downgrading by any Rating Agency
of the rating
on any Class of Certificates or (ii) if such Mortgage Loan is a
MERS Designated
Mortgage Loan; provided, however, each Assignment of Mortgage that
is not a MERS
Designated Mortgage Loan shall be submitted for recording in the
manner
described above, at no expense to the Trust Fund or Trustee, upon
the earliest
to occur of: (i) reasonable direction by the Holders of
Certificates entitled to
at least 25% of the Voting Rights, (ii) the occurrence of an Event
of Default,
(iii) upon receipt of notice from the Servicer, the occurrence of a
bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the
related Mortgage
and (iv) upon receipt of notice from the Servicer, any Mortgage
Loan that is 90
days or more Delinquent. In the event of (i) through (iv) set forth
in the
immediately preceding sentence, upon request of the Depositor, the
Trustee shall
enforce the obligations of the Sponsor to deliver such Assignments
of Mortgage
for recording as provided above, promptly and in any event within
30 days
following receipt of notice by the Sponsor. Notwithstanding the
foregoing, if
the Sponsor fails to pay the cost of recording the Assignments of
Mortgage, such
expense will be paid by the Trustee from the assets of the Trust.
In the event
an Assignment of Mortgage is not recorded, neither the Trustee nor
the Servicer
will have any liability for its failure to act on notices that were
not received
and would have been received if such Assignment had been recorded.
If the
Assignment of Mortgage is to be recorded, the Depositor shall use
reasonable
efforts to cause the Sponsor to assign the Mortgage, at the
Sponsor's expense,
to "Deutsche Bank National Trust Company, as trustee under the
Pooling and
Servicing Agreement dated as of October 1, 2006, GSAMP Trust
2006-S6." In the
event that any such assignment is lost or returned unrecorded
because of a
defect therein, the Depositor shall use reasonable efforts to cause
the Sponsor
to promptly prepare a substitute assignment to cure such defect and
thereafter
cause each such assignment to be duly recorded at the expense of
the Sponsor.
On or prior to the Closing Date, the Depositor shall deliver to
the
Trustee and the Servicer a copy of the Data Tape Information in
electronic,
machine readable medium in a form mutually acceptable to the
Depositor, the
Servicer and the Trustee. Within ten (10) Business Days of the
Closing Date, the
Depositor shall deliver a copy of the complete Mortgage Loan
Schedule to the
Trustee and the Servicer, and the Trustee shall promptly, upon
receipt of the
Mortgage Loan Schedule (or any other mortgage loan schedules
received by the
Trustee from the Depositor), inform the Depositor of receipt
thereof.
In the event that such original or copy of any document
submitted
for recordation to the appropriate public recording office is not
so delivered
to the Trustee within 90 days following the Closing Date, and in
the event that
the Sponsor does not cause such failure to be cured within 60 days
of discovery
of receipt of written notification of such failure from the
Depositor, the
related Mortgage Loan shall, upon the request of the Depositor, be
repurchased
by the Sponsor pursuant to the Representations and Warranties
Agreement at the
price and in the manner specified in Section 2.03. The foregoing
repurchase
obligation shall not apply in the event that the Sponsor cannot
deliver such
original or copy of any document submitted for recordation to the
appropriate
public recording office within the specified period due to a delay
caused by the
recording office in the applicable jurisdiction; provided, that the
Sponsor
shall instead deliver a recording receipt of such recording office
or, if such
recording receipt is not available, an officer's certificate of an
officer of
the Sponsor confirming that such document has been accepted for
recording.
Notwithstanding anything to the contrary contained in this
Section
2.01, in those instances where the public recording office retains
or loses the
original Mortgage or assignment after it has been recorded, the
obligations of
the Sponsor shall be deemed to have been satisfied upon delivery by
the Sponsor
to the Trustee prior to the Closing Date of a copy of such Mortgage
or
assignment, as the case may be, certified (such certification to be
an original
thereof) by the public recording office to be a true and complete
copy of the
recorded original thereof.
(c) The Depositor does hereby establish, pursuant to the
further
provisions of this Agreement and the laws of the State of New York,
an express
trust (the "Trust") to be known, for convenience, as "GSAMP Trust
2006-S6" and
Deutsche Bank National Trust Company is hereby appointed as Trustee
in
accordance with the provisions of this Agreement. The parties
hereto acknowledge
and agree that it is the policy and intention of the Trust to
acquire only
Mortgage Loans meeting the requirements set forth in this
Agreement, including
the requirement that no Mortgage Loan be a High Cost Mortgage Loan
and no
Mortgage Loan originated on or after October 1, 2002 through March
6, 2003 be
governed by the Georgia Fair Lending Act.
(d) The Trust shall have the capacity, power and authority, and
the
Trustee on behalf of the Trust is hereby authorized, to accept the
sale,
transfer, assignment, set over and conveyance by the Depositor to
the Trust of
all the right, title and interest of the Depositor in and to the
Trust Fund
(including, without limitation, the Mortgage Loans, the American
Home Assignment
Agreement, the Fremont Assignment Agreement, the Quicken Agreement,
the
Representations and Warranties Agreement, the Yield Maintenance
Agreement and
the Interest Rate Swap Agreement) pursuant to Section 2.01(a). The
parties
hereby acknowledge and agree that the execution and delivery of the
Interest
Rate Swap Agreement and the Yield Maintenance Agreement by the
Trustee on behalf
of the Trust were authorized and are hereby ratified and
confirmed.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The
Trustee, on behalf of the Trust, hereby accepts the Trust Fund and
assumes (i)
the obligations of the Depositor under the Representations and
Warranties
Agreement from and after the Closing Date solely insofar as they
relate to the
Mortgage Loans, (ii) the obligations of the Depositor under the
American Home
Agreements from and after the Closing Date solely insofar as they
relate to the
American Home Mortgage Loans, (iii) the obligations of the
Depositor under the
Fremont Agreements from and after the Closing Date solely insofar
as they relate
to the Fremont Mortgage Loans, (iii) the obligations of the
Depositor under the
Quicken Agreement from and after the Closing Date solely insofar as
they relate
to the Quicken Funding Mortgage Loans. For avoidance of doubt, the
parties
acknowledge that all obligations so assumed are obligations of the
Trust and, to
the extent such obligations are payment or monetary obligations,
are payable
solely from the Trust Fund, and not of the Trustee in its
individual capacity.
The Trustee acknowledges receipt of the documents identified in the
Initial
Certification in the form annexed hereto as Exhibit E, and the
Trustee declares
that the Trustee holds and will hold such documents and the other
documents
delivered to the Trustee pursuant to Section 2.01, and that the
Trustee holds or
will hold such other assets as are included in the Trust Fund, in
trust for the
exclusive use and benefit of all present and future
Certificateholders. The
Trustee acknowledges that it will maintain possession of the
related Mortgage
Notes in the State of California unless otherwise permitted by the
Rating
Agencies.
Prior to and as a condition to the Closing, the Trustee shall
deliver via facsimile (with original to follow the next Business
Day) to the
Depositor and the Servicer an Initial Certification prior to the
Closing Date,
or as the Depositor agrees to, on the Closing Date, certifying
receipt of a
Mortgage Note and Assignment of Mortgage for each Mortgage Loan
with any
exceptions thereon. The Trustee shall not be responsible to verify
the validity,
sufficiency or genuineness of any document in any Custodial
File.
On the Closing Date, the Trustee shall ascertain that all
documents
required to be reviewed by it are in its possession, and shall
deliver to the
Depositor and the Servicer an Initial Certification, in the form
annexed hereto
as Exhibit E, and shall deliver to the Depositor and the Servicer a
Document
Certification and Exception Report, in the form annexed hereto as
Exhibit F,
within 90 days after the Closing Date (or with respect to any
Substitute
Mortgage Loan delivered to the Trustee within 30 days after the
receipt of the
Mortgage File by the Trustee) to the effect that, as to each
Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full
or any Mortgage Loan specifically identified in such certification
as an
exception and not covered by such certification): (i) all documents
required to
be reviewed by it are in its possession; (ii) such documents have
been reviewed
by it and appear regular on their face and relate to such Mortgage
Loan; (iii)
based on its examination and only as to the foregoing documents,
the information
set forth in items (1) and (12) of the Mortgage Loan Schedule and
items (1), (2)
and (13) of the Data Tape Information respecting such Mortgage Loan
is correct;
and (iv) each Mortgage Note has been endorsed as provided in
Section 2.01 of
this Agreement. The Trustee shall not be responsible to verify the
validity,
sufficiency or genuineness of any document in any Custodial
File.
The Trustee shall retain possession and custody of each
Custodial
File in accordance with and subject to the terms and conditions set
forth
herein. The Servicer shall promptly deliver to the Trustee, upon
the execution
or receipt thereof, the originals of such other documents or
instruments
constituting the Custodial File as come into the possession of the
Servicer from
time to time.
The Depositor shall use reasonable efforts to cause the Sponsor
to
deliver to the Servicer copies of all trailing documents required
to be included
in the Custodial File at the same time the original or certified
copies thereof
are delivered to the Trustee, including but not limited to such
documents as the
title insurance policy and any other Mortgage Loan Documents upon
return from
the public recording office. The Depositor shall use reasonable
efforts to cause
the Sponsor to deliver such documents, at the Sponsor's expense, to
the Servicer
and in no event shall the Servicer be responsible for any expenses
relating to
such delivery obligation.
Section 2.03 Representations, Warranties and Covenants of the
Servicer. (a) Ocwen hereby makes the representations and warranties
set forth in
Schedule II hereto to the Depositor and the Trustee as of the
Closing Date.
(b) It is understood
and agreed by the Servicer and the Trustee that
the representations and warranties set forth in this Section 2.03
shall survive
the transfer of the Mortgage Loans by the Depositor to the Trustee,
and shall
inure to the benefit of the Depositor, and the Trustee
notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or
Assignment of
Mortgage or the examination or failure to examine any Mortgage
File. Upon
discovery by any of the Depositor, the Trustee or the Servicer of a
breach of
any of the foregoing representations and warranties, the party
discovering such
breach shall give prompt written notice to the others.
Within 30 days of the earlier of either discovery by or notice
to
the Sponsor and the Depositor that any Mortgage Loan does not
conform to the
requirements as determined in the Trustee's review of the related
Custodial
File, the Depositor and the Sponsor shall each use its best efforts
to cause to
be remedied a material defect in a document constituting part of a
Mortgage File
and, if such defect cannot be remedied within 60 days (in the case
of a Fremont
Mortgage Loan or a Quicken Mortgage Loan), 45 days (in the case of
an American
Home Mortgage Loan) or 180 days (in the case of a Conduit Mortgage
Loan), (i)
(A) in the case of the Fremont Mortgage Loans, Quicken Mortgage
Loans and
American Home Mortgage Loans if such 30 day period expires prior to
120 days
after the applicable Original Sale Date, pursuant to the related
Purchase
Agreements or (B) in the case of the Conduit Mortgage Loans, if
such 180 day
period expires prior to two years after the Closing Date, pursuant
to the
pursuant to the Representations and Warranties Agreement, American
Home,
Fremont, Quicken or the Sponsor, as applicable, may remove such
Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its
place a
Substitute Mortgage Loan, in the manner and subject to the
conditions set forth
in this Section 2.03, or (ii) American Home, Fremont, Quicken or
the Sponsor,
pursuant to the American Home Agreements, Fremont Agreements,
Quicken Agreement
or Representations and Warranties Agreement may repurchase such
Mortgage Loan at
the Repurchase Price; provided, however, that any such substitution
pursuant to
clause (i) above shall not be effected prior to the delivery to the
Trustee a
Request for Release substantially in the form of Exhibit J, and the
Mortgage
File for any such Substitute Mortgage Loan.
(c) With respect to any Substitute Mortgage Loan or Loans, the
Depositor shall deliver or cause to be delivered to the Trustee for
the benefit
of the Certificateholders the Mortgage Note, the Mortgage, the
related
assignment of the Mortgage, and such other documents and agreements
as are
required by Section 2.01, with the Mortgage Note endorsed and the
Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made in
any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the Due
Period of
substitution shall not be part of the Trust Fund and will be
retained by the
applicable Original Loan Seller on the next succeeding Distribution
Date. For
the Due Period of substitution, distributions to Certificateholders
will include
the Scheduled Payment due on any Deleted Mortgage Loan for such Due
Period and
thereafter the applicable Original Loan Seller shall be entitled to
retain all
amounts received in respect of such Deleted Mortgage Loan.
(d) The Depositor shall, based on information provided by
American
Home, Fremont, Quicken or the Sponsor, amend the Mortgage Loan
Schedule for the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans and
the Depositor shall deliver the amended Mortgage Loan Schedule to
the Servicer
and the Trustee. The Depositor shall have no liability with respect
to the
information provided by American Home, Fremont, Quicken or the
Sponsor related
to any Substitute Mortgage Loan. Upon such substitution, the
Substitute Mortgage
Loan or Loans shall be subject to the terms of this Agreement in
all respects.
Upon any such substitution and the deposit to the Collection
Account of the
amount required to be deposited therein in connection with such
substitution as
described in the following paragraph, the Trustee shall release the
Mortgage
File held for the benefit of the Certificateholders relating to
such Deleted
Mortgage Loan to the Sponsor or the applicable Original Loan
Seller, as
applicable, and the Trustee shall execute and deliver at the
direction of the
Sponsor or the applicable Original Loan Seller, as applicable, such
instruments
of transfer or assignment prepared by the Sponsor or the applicable
Original
Loan Seller, as applicable, in each case without recourse, as shall
be necessary
to vest title in the Sponsor or the applicable Original Loan
Seller, as
applicable, or its designee, the Trustee's interest in any Deleted
Mortgage Loan
substituted for pursuant to this Section 2.03.
(e) For any month in which American Home, Fremont, Quicken or
the
Sponsor, as applicable, substitutes one or more Substitute Mortgage
Loans for
one or more Deleted Mortgage Loans, the Depositor will determine
the amount (if
any) by which the aggregate unpaid principal balance of all such
Substitute
Mortgage Loans as of the date of substitution is less than the
aggregate Stated
Principal Balance of all such Deleted Mortgage Loans (after
application of the
scheduled principal portion of the Scheduled Payments due in the
Due Period of
substitution). The Depositor shall use reasonable efforts to cause
the amount of
such shortage (the "Substitution Adjustment Amount") plus an amount
equal to the
aggregate of any unreimbursed Advances and Servicing Advances with
respect to
such Deleted Mortgage Loans to be remitted, by American Home,
Fremont, Quicken
or the Sponsor, as applicable, to the Servicer for deposit into the
Collection
Account on or before the next Remittance Date.
(f) In the event that a Mortgage Loan shall have been
repurchased
pursuant to this Agreement, the American Home Agreements, the
Fremont
Agreements, the Quicken Agreement or the Representations and
Warranties
Agreement, the Repurchase Price thereof shall be deposited in the
Collection
Account by the Servicer pursuant to Section 3.10 on or before the
next
Remittance Date and upon such deposit of the Repurchase Price, and
receipt of a
Request for Release in the form of Exhibit J hereto, the Trustee
shall release
the related Custodial File held for the benefit of the
Certificateholders to
such Person as directed by the Servicer, and the Trustee shall
execute and
deliver at such Person's direction such instruments of transfer or
assignment
prepared by such Person, in each case without recourse, as shall be
necessary to
transfer title from the Trustee. It is understood and agreed that
the obligation
under this Agreement of any Person to cure, repurchase or replace
any Mortgage
Loan as to which a breach has occurred and is continuing, together
with
satisfaction of any related indemnification obligations, shall
constitute the
sole remedy against such Persons respecting such breach available
to
Certificateholders, the Depositor, the Servicer or the Trustee on
their behalf.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Custodial Files to
the Trustee for
the benefit of the Certificateholders.
Section 2.04 [Reserved].
Section 2.05 Execution and Delivery of Certificates. The
Trustee
acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and
delivered to or
upon the order of the Depositor, the Certificates in authorized
Denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. 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.
Section 2.06 REMIC Matters. The Preliminary Statement sets forth
the
designations for federal income tax purposes of all REMIC interests
created
hereby. The "Start-up Day" for purposes of the REMIC Provisions for
each Trust
REMIC shall be the Closing Date. The "latest possible maturity
date" for each
regular interest is the Distribution Date occurring in October
2036, which is
the Distribution Date in the month following the month in which the
latest
Mortgage Loan maturity date occurs. Amounts distributable to the
Class X
Certificates (prior to any reduction for any Basis Risk Payment or
Swap
Termination Payment), exclusive of any amounts received from the
Swap Provider
or Yield Maintenance Provider, shall be deemed paid from the
Upper-Tier REMIC in
respect of the Class UT-X Interest and the Class UT-IO Interest to
the Holders
of the Class X Certificates prior to distribution of any Basis Risk
Payments to
the Offered Certificates (other than the Class A-2 Certificates) or
Net Swap
Payments or Swap Termination Payments to the Swap Provider.
For federal income tax purposes, any amount distributed on the
Offered Certificates on any Distribution Date in excess of the
amount
distributable on their Corresponding Class of Upper-Tier Regular
Interest on
such Distribution Date shall be treated as having been paid from
the Excess
Reserve Fund Account or, in the case of the LIBOR Certificates,
from the
Supplemental Interest Trust Account, as applicable, and any amount
distributable
on a Class of Upper-Tier Regular Interest on such Distribution Date
in excess of
the amount distributable on the Corresponding Class of Offered
Certificates on
such Distribution Date shall be treated as having been paid to the
Supplemental
Interest Trust, all pursuant to and as further provided in Section
8.13.
Section 2.07 Representations and Warranties of the Depositor.
The
Depositor hereby represents, warrants and covenants to the Trustee
and the
Servicer that as of the date of this Agreement or as of such date
specifically
provided herein:
(a) The Depositor is a corporation duly organized, validly
existing
and in good standing under the laws of the State of Delaware;
(b) The Depositor has the corporate power and authority to
convey
the Mortgage Loans and to execute, deliver and perform, and to
enter into and
consummate the transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized,
executed
and delivered by the Depositor, all requisite corporate action
having been
taken, and, assuming the due authorization, execution and delivery
hereof by the
Servicer and the Trustee, constitutes or will constitute the legal,
valid and
binding agreement of the Depositor, enforceable against the
Depositor in
accordance with its terms, except as such enforcement may be
limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws
relating to or affecting the rights of creditors generally, and by
general
equity principles (regardless of whether such enforcement is
considered in a
proceeding in equity or at law);
(d) No consent, approval, authorization or order of or
registration
or filing with, or notice to, any governmental authority or court
is required
for the execution, delivery and performance of or compliance by the
Depositor
with this Agreement or the consummation by the Depositor of any of
the
transactions contemplated hereby, except as have been made on or
prior to the
Closing Date;
(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or
the
fulfillment of or compliance with the terms and conditions of this
Agreement,
(i) conflicts or will conflict with or results or will result in a
breach of, or
constitutes or will constitute a default or results or will result
in an
acceleration under (A) the charter or bylaws of the Depositor, or
(B) of any
term, condition or provision of any material indenture, deed of
trust, contract
or other agreement or instrument to which the Depositor or any of
its
subsidiaries is a party or by which it or any of its subsidiaries
is bound; (ii)
results or will result in a violation of any law, rule, regulation,
order,
judgment or decree applicable to the Depositor of any court or
governmental
authority having jurisdiction over the Depositor or its
subsidiaries; or (iii)
results in the creation or imposition of any lien, charge or
encumbrance which
would have a material adverse effect upon the Mortgage Loans or any
documents or
instruments evidencing or securing the Mortgage Loans;
(f) There are no actions, suits or proceedings before or against
or
investigations of, the Depositor pending, or to the knowledge of
the Depositor,
threatened, before any court, administrative agency or other
tribunal, and no
notice of any such action, which, in the Depositor's reasonable
judgment, might
materially and adversely affect the performance by the Depositor of
its
obligations under this Agreement, or the validity or enforceability
of this
Agreement;
(g) The Depositor is not in default with respect to any order
or
decree of any court or any order, regulation or demand of any
federal, state,
municipal or governmental agency that may materially and adversely
affect its
performance hereunder; and
(h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had
good title to,
and was the sole owner of each Mortgage Loan, free of any interest
of any other
Person, and the Depositor has transferred all right, title and
interest in each
Mortgage Loan to the Trustee. The transfer of each Mortgage Note
and each
Mortgage as and in the manner contemplated by this Agreement is
sufficient
either (i) fully to transfer to the Trustee, for the benefit of
the
Certificateholders, all right, title, and interest of the Depositor
thereto as
note holder and mortgagee or (ii) to grant to the Trustee, for the
benefit of
the Certificateholders, the security interest referred to in
Section 10.04.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.07 shall survive delivery of
the
respective Custodial Files to the Trustee and shall inure to the
benefit of the
Trustee.
Section 2.08 Enforcement of Obligations for Breach of Mortgage
Loan
Representations. Upon discovery by any of the parties hereto of a
breach of a
representation or warranty made by American Home pursuant to the
American Home
Agreements, Fremont pursuant to the Fremont Agreements, Quicken
pursuant to the
Quicken Agreement, or the Sponsor pursuant to the Representations
and Warranties
Agreement, the party discovering such breach shall give prompt
written notice
thereof to the other parties to this Agreement and to the Sponsor.
The Trustee
shall take such action (at its option with respect to repurchases
relating to
early payment default), with the Depositor's consent, with respect
to such
breach under the American Home Agreements, Fremont Agreements,
Quicken Agreement
or Representations and Warranties Agreement, as applicable, as may
be necessary
or appropriate to enforce the rights of the Trust with respect
thereto.
Section
2.09 Purposes and Powers of the Trust. The purpose of the
common law trust, as created hereunder, is to engage in the
following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of
the
Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange
for
the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto or
connected
therewith; and
(e) subject to compliance with this Agreement, to engage in
such
other activities as may be required in connection with conservation
of the Trust
Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities. The Trustee shall not cause the trust to engage in any
activity
other than in connection with the foregoing and as required or
authorized by the
terms of this Agreement while any Certificate is outstanding.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and
administer the
Mortgage Loans in accordance with the terms of this Agreement and
the respective
Mortgage Loans, to the extent consistent with such terms, in
compliance with all
applicable federal, state and local laws, and in the same manner in
which it
services and administers similar mortgage loans for its own
portfolio, giving
due consideration to customary and usual standards of practice of
mortgage
lenders and loan servicers administering similar mortgage loans but
without
regard to:
(i) any relationship that the Servicer, any Subservicer or any
Affiliate
of the Servicer or any Subservicer may have with the related
Mortgagor;
(ii) the ownership or non-ownership of any Certificate by the
Servicer
or any Affiliate of the Servicer;
(iii) the Servicer's obligation to make P&I Advances or
Servicing
Advances;
or
(iv) the
amount of the Servicer's or any Subservicer's compensation
for its
services hereunder.
To the extent consistent with the foregoing, the Servicer shall
seek
to maximize the timely and complete recovery of principal and
interest on the
related Mortgage Notes. Subject only to the above-described
servicing standards
and the terms of this Agreement and of the respective Mortgage
Loans, the
Servicer shall have full power and authority, acting alone or
through
Subservicers as provided in Section 3.02, to do or cause to be done
any and all
things in connection with such servicing and administration which
it may deem
necessary or desirable. Without limiting the generality of the
foregoing, the
Servicer in its own name or in the name of a Subservicer is hereby
authorized
and empowered by the Trustee when the Servicer believes it
appropriate in its
best judgment in accordance with Accepted Servicing Practices, to
execute and
deliver any and all instruments of satisfaction or cancellation, or
of partial
or full release or discharge, and all other comparable instruments,
with respect
to the related Mortgage Loans and the Mortgaged Properties and to
institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so
as to convert
the ownership of such properties, and to hold or cause to be held
title to such
properties, on behalf of the Trustee and in the name of the Trust.
The Servicer
shall service and administer the Mortgage Loans in accordance with
applicable
state and federal law and shall provide to the Mortgagors any
reports required
to be provided to them thereby. Subject to Section 3.16, the
Trustee shall
execute, at the written request of the Servicer, and furnish to the
Servicer and
any Subservicer such documents as are necessary or appropriate to
enable the
Servicer or any Subservicer to carry out their servicing and
administrative
duties hereunder, and the Trustee hereby grants to the Servicer,
and this
Agreement shall constitute, a power of attorney to carry out such
duties
including a power of attorney to take title to Mortgaged Properties
after
foreclosure on behalf of the Trustee and in the name of the Trust.
At the
request of the Servicer, the Trustee shall execute a reasonable
number of powers
of attorney in the form attached hereto as Exhibit P in favor of
the Servicer
for the purposes described herein to the extent necessary or
desirable to enable
the Servicer to perform its duties hereunder. The Trustee shall not
be liable
for the actions of the Servicer or any Subservicers under such
powers of
attorney. If the Servicer receives any notice of suit, litigation
or proceeding
in the name of Deutsche Bank National Trust Company, then the
Servicer shall
promptly forward a copy of same to the Trustee unless the notice of
said suit,
litigation or proceeding was provided by the Trustee to the
Servicer.
(b) In accordance with the standards of the preceding paragraph,
the
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the timely payment of taxes and assessments on
the
Mortgaged Properties (to the extent the Servicer has received
reasonable timely
notice that such taxes or assessments have not been paid by the
related
Mortgagor or the owner or the servicer of the related First Lien
Mortgage Loan),
which advances shall be Servicing Advances reimbursable in the
first instance
from related collections from the Mortgagors, and further as
provided in Section
3.11. Any cost incurred by the Servicer or by Subservicers in
effecting the
timely payment of taxes and assessments on a Mortgaged Property
shall not be
added to the unpaid principal balance of the related Mortgage
Loan,
notwithstanding that the terms of such Mortgage Loan so permit.
Notwithstanding
anything in this Agreement to the contrary, however, the Servicer
need not make
any future advances with respect to a Mortgage Loan if the Servicer
makes a good
faith determination that such advance would, if made, constitute
a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as set forth in
Section 4.01.
(c) The Servicer shall not (i) permit any modification with
respect
to any Mortgage Loan that would change the Mortgage Interest Rate,
reduce or
increase the principal balance (except for reductions resulting
from actual
payments of principal) or change the final maturity date on such
Mortgage Loan
(except for (A) a reduction of interest or principal payments
resulting from the
application of the Servicemembers Civil Relief Act or any similar
state statutes
or (B) as provided in Section 3.07, if the Mortgagor is in default
with respect
to the Mortgage Loan or such default is, in the judgment of the
Servicer,
reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of
any term of any Mortgage Loan that would both (A) effect an
exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or
final,
temporary or proposed Treasury regulations promulgated thereunder)
and (B) cause
any Trust REMIC to fail to qualify as a REMIC under the Code or the
imposition
of any tax on "prohibited transactions" or "contributions after the
start-up
day" under the REMIC Provisions, or (iii) except as provided in
Section 3.07(a),
waive any Prepayment Premiums.
The Servicer may delegate its responsibilities under this
Agreement;
provided, however, that no such delegation shall release the
Servicer from the
responsibilities or liabilities arising under this Agreement.
(d) If the Mortgage relating to a Mortgage Loan had a related
First
Lien Mortgage Loan on the related Mortgaged Property as of the
Cut-off Date,
then the Servicer, in such capacity, may consent to the refinancing
of the
related First Lien Mortgage Loan, provided that the following
requirements are
met:
(i) the resulting Combined Loan-to-Value Ratio of such Mortgage
Loan
is no
higher than the Combined Loan-to-Value Ratio prior to such
refinancing;
(ii) the interest rate, or, in the case of an adjustable rate
related
First Lien Mortgage Loan, the maximum interest rate, for the
loan
evidencing
the refinanced senior lien is no more than 2.0% higher than the
interest
rate or the maximum interest rate, as the case may be, on the
existing
First Lien Mortgage Loan immediately prior to the date of such
refinancing; and
(iii) the loan evidencing the refinanced senior lien is not
subject
to
negative amortization.
Section 3.02 Subservicing Agreements between the Servicer and
Subservicers.(a)
(a) The Servicer may enter into subservicing agreements with
subservicers (each, a "Subservicer"), for the servicing and
administration of
the Mortgage Loans ("Subservicing Agreements").
(b) Each Subservicer shall be (i) authorized to transact business
in
the state or states in which the related Mortgaged Properties it is
to service
are situated, if and to the extent required by applicable law to
enable the
Subservicer to perform its obligations hereunder and under the
Subservicing
Agreement, (ii) an institution approved as a mortgage loan
originator by the
Federal Housing Administration or an institution that has deposit
accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved
mortgage
servicer. Each Subservicing Agreement must impose on the
Subservicer
requirements conforming to the provisions set forth in Section 3.08
and provide
for servicing of the Mortgage Loans consistent with the terms of
this Agreement.
The Servicer will examine each Subservicing Agreement and will be
familiar with
the terms thereof. The terms of any Subservicing Agreement will not
be
inconsistent with any of the provisions of this Agreement. The
Servicer and the
Subservicers may enter into and make amendments to the Subservicing
Agreements
or enter into different forms of Subservicing Agreements; provided,
however,
that any such amendments or different forms shall be consistent
with and not
violate the provisions of this Agreement, and that no such
amendment or
different form shall be made or entered into which could be
reasonably expected
to be materially adverse to the interests of the Trustee, without
the consent of
the Trustee. Any variation without the consent of the Trustee from
the
provisions set forth in Section 3.08 relating to insurance or
priority
requirements of Subservicing Accounts, or credits and charges to
the
Subservicing Accounts or the timing and amount of remittances by
the
Subservicers to the Servicer, are conclusively deemed to be
inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver
to the
Trustee and the Depositor copies of all Subservicing Agreements,
and any
amendments or modifications thereof, promptly upon the Servicer's
execution and
delivery of such instruments.
(c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this
paragraph), for the
benefit of the Trustee, shall enforce the obligations of each
Subservicer under
the related Subservicing Agreement, including, without limitation,
any
obligation to make advances in respect of delinquent payments as
required by a
Subservicing Agreement. Such enforcement, including, without
limitation, the
legal prosecution of claims, termination of Subservicing
Agreements, and the
pursuit of other appropriate remedies, shall be in such form and
carried out to
such an extent and at such time as the Servicer, in its good faith
business
judgment, would require were it the owner of the related Mortgage
Loans. The
Servicer shall pay the costs of such enforcement at its own
expense, and shall
be reimbursed therefor only (i) from a general recovery resulting
from such
enforcement, to the extent, if any, that such recovery exceeds all
amounts due
in respect of the related Mortgage Loans or (ii) from a specific
recovery of
costs, expenses or attorneys' fees against the party against whom
such
enforcement is directed.
Section 3.03 Successor Subservicers. The Servicer shall be
entitled
to terminate any Subservicing Agreement and the rights and
obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance
with the terms
and conditions of such Subservicing Agreement. In the event of
termination of
any Subservicer, all servicing obligations of such Subservicer
shall be assumed
simultaneously by the Servicer without any act or deed on the part
of such
Subservicer or the Servicer, and the Servicer either shall service
directly the
related Mortgage Loans or shall enter into a Subservicing Agreement
with a
successor Subservicer which qualifies under Section 3.02.
Any Subservicing Agreement shall include the provision that
such
agreement may be immediately terminated by the Depositor or the
Trustee without
fee, in accordance with the terms of this Agreement, in the event
that the
Servicer shall, for any reason, no longer be the Servicer
(including termination
due to an Event of Default).
Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement
relating to
agreements or arrangements between the Servicer and a Subservicer
or reference
to actions taken through a Subservicer or otherwise, the Servicer
shall remain
obligated and primarily liable to the Trustee for the servicing
and
administering of the Mortgage Loans in accordance with the
provisions of Section
3.01 without diminution of such obligation or liability by virtue
of such
Subservicing Agreements or arrangements or by virtue of
indemnification from the
Subservicer and to the same extent and under the same terms and
conditions as if
the Servicer alone were servicing and administering such Mortgage
Loans. The
Servicer shall be entitled to enter into any agreement with a
Subservicer for
indemnification of the Servicer by such Subservicer and nothing
contained in
this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05 No Contractual Relationship between Subservicers
and
the Trustee. Any Subservicing Agreement that may be entered into
and any
transactions or services relating to the Mortgage Loans involving a
Subservicer
in its capacity as such shall be deemed to be between the
Subservicer and the
Servicer alone, and the Trustee (or any successor Servicer) shall
not be deemed
a party thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to the Subservicer except as set forth in
Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any
Subservicer,
irrespective of whether the Servicer's compensation pursuant to
this Agreement
is sufficient to pay such fees.
Section 3.06 Assumption or Termination of Subservicing Agreements
by
Trustee. In the event the Servicer at any time shall for any reason
no longer be
the Servicer (including by reason of the occurrence of an Event of
Default), the
Trustee, or its designee, or the successor Servicer if the
successor Servicer is
not the Trustee, shall thereupon assume all of the rights and
obligations of the
Servicer under each Subservicing Agreement that the Servicer may
have entered
into, with copies thereof provided to the Trustee prior to the
Trustee assuming
such rights and obligations, unless the Trustee elects to terminate
any
Subservicing Agreement in accordance with its terms as provided in
Section 3.03.
Upon such assumption, the Trustee, its designee or the
successor
servicer shall be deemed, subject to Section 3.03, to have assumed
all of the
Servicer's interest therein and to have replaced the Servicer as a
party to each
Subservicing Agreement to which the predecessor Servicer was a
party to the same
extent as if each Subservicing Agreement had been assigned to the
assuming
party, except that (i) the Servicer shall not thereby be relieved
of any
liability or obligations under any Subservicing Agreement that
arose before it
ceased to be the Servicer and (ii) none of the Depositor, the
Trustee, their
designees or any successor to the Servicer shall be deemed to have
assumed any
liability or obligation of the Servicer that arose before it ceased
to be the
Servicer.
The Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to
each
Subservicing Agreement and the Mortgage Loans then being serviced
by it and an
accounting of amounts collected and held by or on behalf of it, and
otherwise
use its best efforts to effect the orderly and efficient transfer
of the
Subservicing Agreements to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments. (a)
The
Servicer shall make reasonable efforts to collect all payments
called for under
the terms and provisions of the Mortgage Loans and shall, to the
extent such
procedures shall be consistent with this Agreement and the terms
and provisions
of any applicable insurance policies, follow such collection
procedures as it
would follow with respect to mortgage loans comparable to the
Mortgage Loans and
held for its own account. Consistent with the foregoing and
Accepted Servicing
Practices, the Servicer may (i) waive any late payment charge or,
if applicable,
any penalty interest, or (ii) extend the Due Dates for the
Scheduled Payments
due on a Mortgage Note for a period of not greater than 180 days;
provided, that
any extension pursuant to clause (ii) above shall not affect the
amortization
schedule of any Mortgage Loan for purposes of any computation
hereunder, except
as provided below. In the event of any such arrangement pursuant to
clause (ii)
above, the Servicer shall make timely advances on such Mortgage
Loan during such
extension to the extent required by Section 4.01 and in accordance
with the
amortization schedule of such Mortgage Loan without modification
thereof by
reason of such arrangements, subject to Section 4.01(d) pursuant to
which the
Servicer shall not be required to make any such advances that are
Nonrecoverable
P&I Advances. Notwithstanding the foregoing, in the event that
any Mortgage Loan
is in default or in the judgment of the Servicer, such default is
reasonably
foreseeable, the Servicer, consistent with the standards set forth
in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan
(including
modifications that would change the Mortgage Interest Rate, forgive
the payment
of principal or interest, extend the final maturity date of such
Mortgage Loan
or waive, in whole or in part, a Prepayment Premium), accept
payment from the
related Mortgagor of an amount less than the Stated Principal
Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement
of strict
compliance with any such term or otherwise grant indulgence to any
Mortgagor
(any and all such waivers, modifications, variances, forgiveness of
principal or
interest, postponements, or indulgences collectively referred to
herein as
"Forbearance"); provided, however, that the Servicer's approval of
a
modification of a Due Date shall not be considered a modification
for purposes
of this sentence; provided further, that the final maturity date of
any Mortgage
Loan may not be extended beyond the Final Scheduled Distribution
Date for the
Offered Certificates. The Servicer's analysis supporting any
Forbearance and the
conclusion that any Forbearance meets the standards of Section 3.01
shall be
reflected in writing in the applicable Servicing File or on the
Servicer's
servicing records. In addition, notwithstanding the foregoing, the
Servicer may
also waive (or permit a Subservicer to waive), in whole or in part,
a Prepayment
Premium if such waiver would, in the Servicer's judgment, maximize
recoveries on
the related Mortgage Loan or if such Prepayment Premium is (i) not
permitted to
be collected by applicable law, or the collection thereof would be
considered
"predatory" pursuant to written guidance published by any
applicable federal,
state or local regulatory authority having jurisdiction over such
matters, or
(ii) the enforceability thereof is limited (1) by bankruptcy,
insolvency,
moratorium, receivership or other similar laws relating to
creditor's rights or
(2) due to acceleration in connection with a foreclosure or other
involuntary
payment. If a Prepayment Premium is waived other than as permitted
in this
Section 3.07(a), then the Servicer is required to pay the amount of
such waived
Prepayment Premium, for the benefit of the Holders of the Class P
Certificates,
by depositing such amount into the Collection Account together with
and at the
time that the amount prepaid on the related Mortgage Loan is
required to be
deposited into the Collection Account; provided, however, that the
Servicer
shall not have an obligation to pay the amount of any uncollected
Prepayment
Premium if the failure to collect such amount is the direct result
of inaccurate
or incomplete information on the Mortgage Loan Schedule in effect
at such time.
(b) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of
the
Collection Account within a reasonable period of time prior to any
change
thereof.
Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing
Agreement,
the Subservicer will be required to establish and maintain one or
more accounts
(collectively, the "Subservicing Account"). The Subservicing
Account shall be an
Eligible Account and shall otherwise be acceptable to the Servicer.
The
Subservicer shall deposit in the clearing account (which account
must be an
Eligible Account) in which it customarily deposits payments and
collections on
mortgage loans in connection with its mortgage loan servicing
activities on a
daily basis, and in no event more than one Business Day after the
Subservicer's
receipt thereof, all proceeds of Mortgage Loans received by the
Subservicer less
its servicing compensation to the extent permitted by the
Subservicing
Agreement, and shall thereafter deposit such amounts in the
Subservicing
Account, in no event more than two Business Days after the deposit
of such funds
into the clearing account. The Subservicer shall thereafter deposit
such
proceeds in the Collection Account or remit such proceeds to the
Servicer for
deposit in the Collection Account not later than two Business Days
after the
deposit of such amounts in the Subservicing Account. For purposes
of this
Agreement, the Servicer shall be deemed to have received payments
on the
Mortgage Loans when the Subservicer receives such payments.
Section 3.09 [Reserved].
Section 3.10 Collection Account. (a) On behalf of the Trustee,
the
Servicer shall establish and maintain, or cause to be established
and
maintained, one or more segregated Eligible Accounts (each such
account or
accounts, a "Collection Account"), held in trust for the benefit of
the Trustee.
Funds in the Collection Account shall not be commingled with any
other funds of
the Servicer. On behalf of the Trustee, the Servicer shall deposit
or cause to
be deposited in the clearing account (which account must be an
Eligible Account)
in which it customarily deposits payments and collections on
mortgage loans in
connection with its mortgage loan servicing activities on a daily
basis, and in
no event more than one Business Day after the Servicer's receipt
thereof, and
shall thereafter deposit in the Collection Account, in no event
more than two
Business Days after the deposit of such funds into the clearing
account, as and
when received or as otherwise required hereunder, the following
payments and
collections received or made by it subsequent to the Cut-off Date
(other than in
respect of principal or interest on the related Mortgage Loans due
on or before
the Cut-off Date), or payments (other than Principal Prepayments)
received by it
on or prior to the related Cut-off Date but allocable to a Due
Period subsequent
thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the Servicing
Fee)
on each
Mortgage Loan;
(iii) all Insurance Proceeds and Condemnation Proceeds (to the
extent
such Insurance Proceeds and Condemnation Proceeds are not to be
applied to
the restoration of the related Mortgaged Property or released
to the
related Mortgagor in accordance with the express requirements
of
law or in
accordance with prudent and customary servicing practices) and
all
Liquidation Proceeds;
(iv) any amounts required to be deposited pursuant to Section
3.12
in
connection with any losses realized on Permitted Investments
with
respect to
funds held in the Collection Account;
(v) any amounts required to be deposited by the Servicer pursuant
to
the second
paragraph of Section 3.13(a) in respect of any blanket policy
deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased
in
accordance
with this Agreement and any Substitution Adjustment Amount; and
(vii) all Prepayment Premiums collected by the Servicer.
The foregoing requirements for deposit in the Collection
Accounts
shall be exclusive, it being understood and agreed that, without
limiting the
generality of the foregoing, any Prepayment Interest Excess and
payments in the
nature of late payment charges, NSF fees, reconveyance fees,
assumption fees and
other similar fees and charges need not be deposited by the
Servicer in the
Collection Account and shall, upon collection, belong to the
Servicer as
additional compensation for its servicing activities. In the event
the Servicer
shall deposit in the Collection Account any amount not required to
be deposited
therein, it may at any time withdraw such amount from the
Collection Account,
any provision herein to the contrary notwithstanding.
(b)
Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section
3.12. The
Servicer shall give notice to the Trustee and the Depositor of the
location of
the Collection Account maintained by it when established and prior
to any change
thereof.
Section 3.11 Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the
Collection Account
for any of the following purposes or as described in Section
4.01:
(i) on or prior to the Remittance Date, to remit to the Trustee
(A)
the
Trustee Fee with respect to such Distribution Date and (B) all
Available
Funds in respect of the related Distribution Date together with
all
amounts representing Prepayment Premiums from the Mortgage
Loans
received
during the related Prepayment Period;
(ii) to reimburse the Servicer for P&I Advances, but only to
the
extent of
amounts received which represent Late Collections (net of the
related
Servicing Fees) of Scheduled Payments on Mortgage Loans with
respect to
which such P&I Advances were made in accordance with the
provisions
of Section 4.01;
(iii) to pay the Servicer or any Subservicer (A) any unpaid
Servicing
Fees (including such unpaid Servicing Fees as provided in
Section
3.15) or (B) any unreimbursed Servicing Advances with respect
to
each
Mortgage Loan serviced by the Servicer, but only to the extent of
any
Late
Collections, Liquidation Proceeds, Condemnation Proceeds,
Insurance
Proceeds
or other amounts as may be collected by the Servicer from a
Mortgagor,
or otherwise received with respect to such Mortgage Loan (or
the
related REO Property);
(iv) to pay to the Servicer as servicing compensation (in
addition
to the
Servicing Fee) on the Remittance Date any interest or
investment
income
earned on funds deposited in the Collection Account;
(v) to pay the
Sponsor, the applicable Original Loan Seller or the
Depositor,
as applicable, with respect to each Mortgage Loan that has
previously
been repurchased or replaced pursuant to this Agreement all
amounts
received thereon subsequent to the date of purchase or
substitution, as the case may be;
(vi) to reimburse the Servicer for (A) any P&I Advance or
Servicing
Advance
previously made which the Servicer has determined to be a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance
in
accordance
with the provisions of Section 4.01 and (B) any unpaid
Servicing
Fees to the extent not recoverable from Liquidation Proceeds,
Insurance
Proceeds or other amounts received with respect to the related
Mortgage
Loan under Section 3.11(a)(iii);
(vii) to pay, or to reimburse the Servicer for advances in
respect
of,
expenses incurred in connection with any Mortgage Loan serviced by
the
Servicer
pursuant to Section 3.15;
(viii) to reimburse the Servicer, the Depositor or the Trustee
for
expenses
incurred by or reimbursable to the Servicer, the Depositor or
the
Trustee,
as the case may be, pursuant to Section 6.03, Section 7.02 or
Section
8.05;
(ix) to reimburse the Servicer or the Trustee, as the case may
be,
for
expenses reasonably incurred in respect of the breach or defect
giving
rise to
the repurchase obligation under Section 2.03 of this Agreement
that were
included in the Repurchase Price of the Mortgage Loan,
including
any
expenses arising out of the enforcement of the repurchase
obligation,
to the
extent not otherwise paid pursuant to the terms hereof;
(x) to withdraw any amounts deposited in the Collection Account
in
