Depositor
AMERIQUEST MORTGAGE
COMPANY
Master Servicer
and
DEUTSCHE BANK NATIONAL TRUST
COMPANY
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of March 1, 2006
ASSET-BACKED PASS-THROUGH
CERTIFICATES
SERIES 2006-W3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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Allocation of
Certain Interest Shortfalls.
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Rights of the
NIMS Insurer.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
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Conveyance of
Mortgage Loans.
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Acceptance of
REMIC I by the Trustee.
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Repurchase or
Substitution of Mortgage Loans by the Seller or the Depositor;
Payment of Prepayment Charge Payment Amounts.
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Representations, Warranties and Covenants of the
Master Servicer.
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Issuance of the
REMIC I Regular Interests and the Class R-I Interest.
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Conveyance of
the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III,
REMIC IV, REMIC V, REMIC VI and REMIC VII.
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Issuance of
Class R Certificates and Class R-X Certificates.
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Conveyance of
the Subsequent Mortgage Loans.
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ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
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Master Servicer
to Act as Master Servicer.
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Collection of
Certain Mortgage Loan Payments.
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Collection
Account, Escrow Account and Distribution Account.
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Permitted
Withdrawals From the Collection Account, Escrow Account and
Distribution Account.
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Investment of
Funds in the Collection Account, the Escrow Account, the REO
Account and the Distribution Account.
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Payment of
Taxes, Insurance and Other Charges.
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Maintenance of
Hazard Insurance.
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Maintenance of
Mortgage Blanket Insurance.
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Fidelity Bond;
Errors and Omissions Insurance.
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Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
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Realization
Upon Defaulted Mortgage Loans.
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Title,
Management and Disposition of REO Property.
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Reports of
Foreclosure and Abandonment of Mortgaged Properties.
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Optional
Purchase of Defaulted Mortgage Loans.
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Trustee to
Cooperate; Release of Mortgage Files.
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Statement as to
Compliance.
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Assessments of
Compliance and Attestation Reports.
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Access to
Certain Documentation.
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ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
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Statements to
Certificateholders.
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Remittance
Reports and Other Reports to the Trustee; Advances; Payments in
Respect of Prepayment Interest Shortfalls.
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Allocation of
Realized Losses.
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Compliance with
Withholding Requirements.
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Interest
Coverage Accounts.
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Tax Treatment
of Swap Payments and Swap Termination Payments.
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Net WAC Rate
Carryover Reserve Account.
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ARTICLE V
THE CERTIFICATES
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Registration of
Transfer and Exchange of Certificates.
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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Certain
Available Information.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
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Liability of
the Depositor and the Master Servicer.
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Merger or
Consolidation of the Depositor or the Master Servicer.
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Limitation on
Liability of the Depositor, the Master Servicer and
Others.
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Limitation on
Resignation of the Master Servicer.
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Rights of the
Depositor in Respect of the Master Servicer.
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Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
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Liability of
the Master Servicer.
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No Contractual
Relationship Between Sub-Servicers and the NIMS Insurer, the
Trustee or Certificateholders.
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Assumption or
Termination of Sub-Servicing Agreements by Trustee.
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ARTICLE VII
DEFAULT
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Master Servicer
Events of Default.
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Trustee to Act;
Appointment of Successor.
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Notification to
Certificateholders.
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Waiver of
Master Servicer Events of Default.
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ARTICLE VIII
CONCERNING THE TRUSTEE
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Certain Matters
Affecting the Trustee.
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The Trustee Not
Liable for Certificates or Mortgage Loans.
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Trustee May Own
Certificates.
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Trustee’s
Fees and Expenses.
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Eligibility
Requirements for Trustee.
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Resignation and
Removal of the Trustee.
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Merger or
Consolidation of Trustee.
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Appointment of
Co-Trustee or Separate Trustee.
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Appointment of
Custodians.
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Appointment of
Office or Agency.
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Representations
and Warranties of the Trustee.
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ARTICLE IX
TERMINATION
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Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
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Additional
Termination Requirements.
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ARTICLE X
REMIC PROVISIONS
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Prohibited
Transactions and Activities.
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Master Servicer
and Trustee Indemnification.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
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Recordation of
Agreement; Counterparts.
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Limitation on
Rights of Certificateholders.
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Severability of
Provisions.
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Notice to
Rating Agencies and the NIMS Insurer.
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Article and
Section References.
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Grant of
Security Interest.
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Intention of
the Parties and Interpretation.
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Form of Class
A-1 Certificate
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Form of Class
A-2A Certificate
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Form of Class
A-2B Certificate
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Form of Class
A-2C Certificate
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Form of Class
A-2D Certificate
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Form of Class
M-1 Certificate
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Form of Class
M-2 Certificate
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Form of Class
M-3 Certificate
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Form of Class
M-4 Certificate
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Form of Class
M-5 Certificate
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Form of Class
M-6 Certificate
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Form of Class
M-7 Certificate
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Form of Class
M-8 Certificate
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Form of Class
M-9 Certificate
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Form of Class
M-10 Certificate
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Form of Class
M-11 Certificate
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Form of Class
CE Certificate
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Form of Class P
Certificate
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Form of Class R
Certificate
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Form of Class
R-X Certificate
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Form of Lost
Note Affidavit
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Form of
Trustee’s Initial Certification
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Form of
Trustee’s Final Certification
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Form of
Trustee’s Receipt of Mortgage Note
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Form of
Mortgage Loan Purchase Agreement
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Form of
Transferor Representation Letter and Form of Transferee
Representation Letter in Connection with Transfer of Class CE and
Class P Certificates Pursuant to Rule 144A Under the 1933
Act
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Form of
Transfer Affidavit and Agreement and Form of Transferor Affidavit
in Connection with Transfer of Residual Certificates
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Form of
Certification with respect to ERISA and the Code
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Form of
Interest Rate Swap Agreement
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Loss Mitigation
Action Plan
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Form of
Certification to Be Provided by the Depositor with Form
10-K
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Form of
Certification to Be Provided to Depositor by the Trustee
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Form of
Subsequent Transfer Instrument
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Servicing
Criteria to Be Addressed in Assessment of Compliance
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Form 10-D, Form
8-K and Form 10-K Reporting Responsibility
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Prepayment
Charge Schedule
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This Pooling and Servicing Agreement, is dated
and effective as of March 1, 2006, among ARGENT SECURITIES INC., as
Depositor, AMERIQUEST MORTGAGE COMPANY, as Master Servicer, and
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through
certificates (collectively, the “Certificates”), to be
issued hereunder in multiple classes, which in the aggregate shall
evidence the entire beneficial ownership interest in each REMIC (as
defined herein) created hereunder. The Trust Fund shall consist of
a segregated pool of assets consisting of the Mortgage Loans and
certain other related assets subject to this Agreement.
REMIC I
As provided herein, the Trustee shall elect to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain other related assets subject to this Agreement
(exclusive of the Pre-Funding Accounts, the Interest Coverage
Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate
Carryover Reserve Account and any Master Servicer Prepayment Charge
Payment Amounts) as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC
I.” The Class R-I Interest shall represent the sole class of
“residual interests” in REMIC I for purposes of the
REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance
Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I
Regular Interests (as defined herein). None of the REMIC I Regular
Interests shall be certificated.
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated in accordance with the definition of
“REMIC I Remittance Rate” herein.
REMIC II
As provided herein, the Trustee shall elect to
treat the segregated pool of assets consisting of the REMIC I
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC
II.” The Class R-II Interest shall evidence the sole class of
“residual interests” in REMIC II for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
designation, the REMIC II Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II Regular Interests shall be
certificated.
|
Designation
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|
REMIC II
Remittance
Rate
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Initial
Uncertificated
Balance
|
|
Latest
Possible
Maturity Date
(1)
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|
I
|
|
Variable (2)
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|
$
|
53,917,178.51
|
|
March 25, 2036
|
|
I-1-A
|
|
Variable (2)
|
|
$
|
2,403,406.17
|
|
March 25, 2036
|
|
I-1-B
|
|
Variable (2)
|
|
$
|
2,403,406.17
|
|
March 25, 2036
|
|
I-2-A
|
|
Variable (2)
|
|
$
|
2,637,254.46
|
|
March 25, 2036
|
|
I-2-B
|
|
Variable (2)
|
|
$
|
2,637,254.46
|
|
March 25, 2036
|
|
I-3-A
|
|
Variable (2)
|
|
$
|
4,624,317.33
|
|
March 25, 2036
|
|
I-3-B
|
|
Variable (2)
|
|
$
|
4,624,317.33
|
|
March 25, 2036
|
|
I-4-A
|
|
Variable (2)
|
|
$
|
4,645,107.21
|
|
March 25, 2036
|
|
I-4-B
|
|
Variable (2)
|
|
$
|
4,645,107.21
|
|
March 25, 2036
|
|
I-5-A
|
|
Variable (2)
|
|
$
|
4,840,914.23
|
|
March 25, 2036
|
|
I-5-B
|
|
Variable (2)
|
|
$
|
4,840,914.23
|
|
March 25, 2036
|
|
I-6-A
|
|
Variable (2)
|
|
$
|
6,863,147.70
|
|
March 25, 2036
|
|
I-6-B
|
|
Variable (2)
|
|
$
|
6,863,147.70
|
|
March 25, 2036
|
|
I-7-A
|
|
Variable (2)
|
|
$
|
6,806,155.30
|
|
March 25, 2036
|
|
I-7-B
|
|
Variable (2)
|
|
$
|
6,806,155.30
|
|
March 25, 2036
|
|
I-8-A
|
|
Variable (2)
|
|
$
|
7,235,773.67
|
|
March 25, 2036
|
|
I-8-B
|
|
Variable (2)
|
|
$
|
7,235,773.67
|
|
March 25, 2036
|
|
I-9-A
|
|
Variable (2)
|
|
$
|
11,225,035.07
|
|
March 25, 2036
|
|
I-9-B
|
|
Variable (2)
|
|
$
|
11,225,035.07
|
|
March 25, 2036
|
|
I-10-A
|
|
Variable (2)
|
|
$
|
10,926,874.82
|
|
March 25, 2036
|
|
I-10-B
|
|
Variable (2)
|
|
$
|
10,926,874.82
|
|
March 25, 2036
|
|
I-11-A
|
|
Variable (2)
|
|
$
|
10,982,468.62
|
|
March 25, 2036
|
|
I-11-B
|
|
Variable (2)
|
|
$
|
10,982,468.62
|
|
March 25, 2036
|
|
I-12-A
|
|
Variable (2)
|
|
$
|
13,877,766.86
|
|
March 25, 2036
|
|
I-12-B
|
|
Variable (2)
|
|
$
|
13,877,766.86
|
|
March 25, 2036
|
|
I-13-A
|
|
Variable (2)
|
|
$
|
13,247,762.63
|
|
March 25, 2036
|
|
I-13-B
|
|
Variable (2)
|
|
$
|
13,247,762.63
|
|
March 25, 2036
|
|
I-14-A
|
|
Variable (2)
|
|
$
|
12,643,056.86
|
|
March 25, 2036
|
|
I-14-B
|
|
Variable (2)
|
|
$
|
12,643,056.86
|
|
March 25, 2036
|
|
I-15-A
|
|
Variable (2)
|
|
$
|
12,062,678.72
|
|
March 25, 2036
|
|
I-15-B
|
|
Variable (2)
|
|
$
|
12,062,678.72
|
|
March 25, 2036
|
|
I-16-A
|
|
Variable (2)
|
|
$
|
11,519,290.60
|
|
March 25, 2036
|
|
I-16-B
|
|
Variable (2)
|
|
$
|
11,519,290.60
|
|
March 25, 2036
|
|
I-17-A
|
|
Variable (2)
|
|
$
|
11,671,992.34
|
|
March 25, 2036
|
|
I-17-B
|
|
Variable (2)
|
|
$
|
11,671,992.34
|
|
March 25, 2036
|
|
I-18-A
|
|
Variable (2)
|
|
$
|
16,265,962.50
|
|
March 25, 2036
|
|
I-18-B
|
|
Variable (2)
|
|
$
|
16,265,962.50
|
|
March 25, 2036
|
|
I-19-A
|
|
Variable (2)
|
|
$
|
15,116,967.60
|
|
March 25, 2036
|
|
I-19-B
|
|
Variable (2)
|
|
$
|
15,116,967.60
|
|
March 25, 2036
|
|
I-20-A
|
|
Variable (2)
|
|
$
|
14,419,667.74
|
|
March 25, 2036
|
|
I-20-B
|
|
Variable (2)
|
|
$
|
14,419,667.74
|
|
March 25, 2036
|
|
I-21-A
|
|
Variable (2)
|
|
$
|
16,637,417.90
|
|
March 25, 2036
|
|
I-21-B
|
|
Variable (2)
|
|
$
|
16,637,417.90
|
|
March 25, 2036
|
|
I-22-A
|
|
Variable (2)
|
|
$
|
15,096,919.90
|
|
March 25, 2036
|
|
I-22-B
|
|
Variable (2)
|
|
$
|
15,096,919.90
|
|
March 25, 2036
|
|
I-23-A
|
|
Variable (2)
|
|
$
|
47,210,922.28
|
|
March 25, 2036
|
|
I-23-B
|
|
Variable (2)
|
|
$
|
47,210,922.28
|
|
March 25, 2036
|
|
I-24-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-24-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-25-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-25-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-26-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-26-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-27-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-27-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-28-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-28-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-29-A
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-29-B
|
|
Variable (2)
|
|
$
|
2,554,199.92
|
|
March 25, 2036
|
|
I-30-A
|
|
Variable (2)
|
|
$
|
13,019,605.78
|
|
March 25, 2036
|
|
I-30-B
|
|
Variable (2)
|
|
$
|
13,019,605.78
|
|
March 25, 2036
|
|
I-31-A
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-31-B
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-32-A
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-32-B
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-33-A
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-33-B
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-34-A
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-34-B
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-35-A
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-35-B
|
|
Variable (2)
|
|
$
|
1,272,541.33
|
|
March 25, 2036
|
|
I-36-A
|
|
Variable (2)
|
|
$
|
1,180,154.42
|
|
March 25, 2036
|
|
I-36-B
|
|
Variable (2)
|
|
$
|
1,180,154.42
|
|
March 25, 2036
|
|
I-37-A
|
|
Variable (2)
|
|
$
|
2,051,972.50
|
|
March 25, 2036
|
|
I-37-B
|
|
Variable (2)
|
|
$
|
2,051,972.50
|
|
March 25, 2036
|
|
I-38-A
|
|
Variable (2)
|
|
$
|
1,982,931.45
|
|
March 25, 2036
|
|
I-38-B
|
|
Variable (2)
|
|
$
|
1,982,931.45
|
|
March 25, 2036
|
|
I-39-A
|
|
Variable (2)
|
|
$
|
1,919,003.57
|
|
March 25, 2036
|
|
I-39-B
|
|
Variable (2)
|
|
$
|
1,919,003.57
|
|
March 25, 2036
|
|
I-40-A
|
|
Variable (2)
|
|
$
|
1,858,148.13
|
|
March 25, 2036
|
|
I-40-B
|
|
Variable (2)
|
|
$
|
1,858,148.13
|
|
March 25, 2036
|
|
I-41-A
|
|
Variable (2)
|
|
$
|
1,808,716.38
|
|
March 25, 2036
|
|
I-41-B
|
|
Variable (2)
|
|
$
|
1,808,716.38
|
|
March 25, 2036
|
|
I-42-A
|
|
Variable (2)
|
|
$
|
1,768,153.70
|
|
March 25, 2036
|
|
I-42-B
|
|
Variable (2)
|
|
$
|
1,768,153.70
|
|
March 25, 2036
|
|
I-43-A
|
|
Variable (2)
|
|
$
|
1,735,872.82
|
|
March 25, 2036
|
|
I-43-B
|
|
Variable (2)
|
|
$
|
1,735,872.82
|
|
March 25, 2036
|
|
I-44-A
|
|
Variable (2)
|
|
$
|
1,703,141.32
|
|
March 25, 2036
|
|
I-44-B
|
|
Variable (2)
|
|
$
|
1,703,141.32
|
|
March 25, 2036
|
|
I-45-A
|
|
Variable (2)
|
|
$
|
1,645,750.58
|
|
March 25, 2036
|
|
I-45-B
|
|
Variable (2)
|
|
$
|
1,645,750.58
|
|
March 25, 2036
|
|
I-46-A
|
|
Variable (2)
|
|
$
|
1,593,562.37
|
|
March 25, 2036
|
|
I-46-B
|
|
Variable (2)
|
|
$
|
1,593,562.37
|
|
March 25, 2036
|
|
I-47-A
|
|
Variable (2)
|
|
$
|
1,541,318.66
|
|
March 25, 2036
|
|
I-47-B
|
|
Variable (2)
|
|
$
|
1,541,318.66
|
|
March 25, 2036
|
|
I-48-A
|
|
Variable (2)
|
|
$
|
1,494,175.37
|
|
March 25, 2036
|
|
I-48-B
|
|
Variable (2)
|
|
$
|
1,494,175.37
|
|
March 25, 2036
|
|
I-49-A
|
|
Variable (2)
|
|
$
|
50,624,984.64
|
|
March 25, 2036
|
|
I-49-B
|
|
Variable (2)
|
|
$
|
50,624,984.64
|
|
March 25, 2036
|
|
II
|
|
Variable (2)
|
|
$
|
44,134,397.95
|
|
March 25, 2036
|
|
II-1-A
|
|
Variable (2)
|
|
$
|
1,967,326.38
|
|
March 25, 2036
|
|
II-1-B
|
|
Variable (2)
|
|
$
|
1,967,326.38
|
|
March 25, 2036
|
|
II-2-A
|
|
Variable (2)
|
|
$
|
2,158,744.68
|
|
March 25, 2036
|
|
II-2-B
|
|
Variable (2)
|
|
$
|
2,158,744.68
|
|
March 25, 2036
|
|
II-3-A
|
|
Variable (2)
|
|
$
|
3,785,270.08
|
|
March 25, 2036
|
|
II-3-B
|
|
Variable (2)
|
|
$
|
3,785,270.08
|
|
March 25, 2036
|
|
II-4-A
|
|
Variable (2)
|
|
$
|
3,802,287.79
|
|
March 25, 2036
|
|
II-4-B
|
|
Variable (2)
|
|
$
|
3,802,287.79
|
|
March 25, 2036
|
|
II-5-A
|
|
Variable (2)
|
|
$
|
3,962,567.12
|
|
March 25, 2036
|
|
II-5-B
|
|
Variable (2)
|
|
$
|
3,962,567.12
|
|
March 25, 2036
|
|
II-6-A
|
|
Variable (2)
|
|
$
|
5,617,881.70
|
|
March 25, 2036
|
|
II-6-B
|
|
Variable (2)
|
|
$
|
5,617,881.70
|
|
March 25, 2036
|
|
II-7-A
|
|
Variable (2)
|
|
$
|
5,571,230.13
|
|
March 25, 2036
|
|
II-7-B
|
|
Variable (2)
|
|
$
|
5,571,230.13
|
|
March 25, 2036
|
|
II-8-A
|
|
Variable (2)
|
|
$
|
5,922,897.51
|
|
March 25, 2036
|
|
II-8-B
|
|
Variable (2)
|
|
$
|
5,922,897.51
|
|
March 25, 2036
|
|
II-9-A
|
|
Variable (2)
|
|
$
|
9,188,337.74
|
|
March 25, 2036
|
|
II-9-B
|
|
Variable (2)
|
|
$
|
9,188,337.74
|
|
March 25, 2036
|
|
II-10-A
|
|
Variable (2)
|
|
$
|
8,944,276.40
|
|
March 25, 2036
|
|
II-10-B
|
|
Variable (2)
|
|
$
|
8,944,276.40
|
|
March 25, 2036
|
|
II-11-A
|
|
Variable (2)
|
|
$
|
8,989,783.13
|
|
March 25, 2036
|
|
II-11-B
|
|
Variable (2)
|
|
$
|
8,989,783.13
|
|
March 25, 2036
|
|
II-12-A
|
|
Variable (2)
|
|
$
|
11,359,751.50
|
|
March 25, 2036
|
|
II-12-B
|
|
Variable (2)
|
|
$
|
11,359,751.50
|
|
March 25, 2036
|
|
II-13-A
|
|
Variable (2)
|
|
$
|
10,844,056.75
|
|
March 25, 2036
|
|
II-13-B
|
|
Variable (2)
|
|
$
|
10,844,056.75
|
|
March 25, 2036
|
|
II-14-A
|
|
Variable (2)
|
|
$
|
10,349,070.25
|
|
March 25, 2036
|
|
II-14-B
|
|
Variable (2)
|
|
$
|
10,349,070.25
|
|
March 25, 2036
|
|
II-15-A
|
|
Variable (2)
|
|
$
|
9,873,997.31
|
|
March 25, 2036
|
|
II-15-B
|
|
Variable (2)
|
|
$
|
9,873,997.31
|
|
March 25, 2036
|
|
II-16-A
|
|
Variable (2)
|
|
$
|
9,429,202.84
|
|
March 25, 2036
|
|
II-16-B
|
|
Variable (2)
|
|
$
|
9,429,202.84
|
|
March 25, 2036
|
|
II-17-A
|
|
Variable (2)
|
|
$
|
9,554,198.00
|
|
March 25, 2036
|
|
II-17-B
|
|
Variable (2)
|
|
$
|
9,554,198.00
|
|
March 25, 2036
|
|
II-18-A
|
|
Variable (2)
|
|
$
|
13,314,627.18
|
|
March 25, 2036
|
|
II-18-B
|
|
Variable (2)
|
|
$
|
13,314,627.18
|
|
March 25, 2036
|
|
II-19-A
|
|
Variable (2)
|
|
$
|
12,374,108.68
|
|
March 25, 2036
|
|
II-19-B
|
|
Variable (2)
|
|
$
|
12,374,108.68
|
|
March 25, 2036
|
|
II-20-A
|
|
Variable (2)
|
|
$
|
11,803,328.58
|
|
March 25, 2036
|
|
II-20-B
|
|
Variable (2)
|
|
$
|
11,803,328.58
|
|
March 25, 2036
|
|
II-21-A
|
|
Variable (2)
|
|
$
|
13,618,684.82
|
|
March 25, 2036
|
|
II-21-B
|
|
Variable (2)
|
|
$
|
13,618,684.82
|
|
March 25, 2036
|
|
II-22-A
|
|
Variable (2)
|
|
$
|
12,357,698.48
|
|
March 25, 2036
|
|
II-22-B
|
|
Variable (2)
|
|
$
|
12,357,698.48
|
|
March 25, 2036
|
|
II-23-A
|
|
Variable (2)
|
|
$
|
38,644,859.11
|
|
March 25, 2036
|
|
II-23-B
|
|
Variable (2)
|
|
$
|
38,644,859.11
|
|
March 25, 2036
|
|
II-24-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-24-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-25-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-25-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-26-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-26-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-27-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-27-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-28-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-28-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-29-A
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-29-B
|
|
Variable (2)
|
|
$
|
2,090,759.75
|
|
March 25, 2036
|
|
II-30-A
|
|
Variable (2)
|
|
$
|
10,657,297.23
|
|
March 25, 2036
|
|
II-30-B
|
|
Variable (2)
|
|
$
|
10,657,297.23
|
|
March 25, 2036
|
|
II-31-A
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-31-B
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-32-A
|
|
Variable (2)
|
|
$
|
1,041,648.38
|
|
March 25, 2036
|
|
II-32-B
|
|
Variable (2)
|
|
$
|
1,041,648.38
|
|
March 25, 2036
|
|
II-33-A
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-33-B
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-34-A
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-34-B
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-35-A
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-35-B
|
|
Variable (2)
|
|
$
|
1,041,648.37
|
|
March 25, 2036
|
|
II-36-A
|
|
Variable (2)
|
|
$
|
966,024.37
|
|
March 25, 2036
|
|
II-36-B
|
|
Variable (2)
|
|
$
|
966,024.37
|
|
March 25, 2036
|
|
II-37-A
|
|
Variable (2)
|
|
$
|
1,679,657.68
|
|
March 25, 2036
|
|
II-37-B
|
|
Variable (2)
|
|
$
|
1,679,657.68
|
|
March 25, 2036
|
|
II-38-A
|
|
Variable (2)
|
|
$
|
1,623,143.60
|
|
March 25, 2036
|
|
II-38-B
|
|
Variable (2)
|
|
$
|
1,623,143.60
|
|
March 25, 2036
|
|
II-39-A
|
|
Variable (2)
|
|
$
|
1,570,814.95
|
|
March 25, 2036
|
|
II-39-B
|
|
Variable (2)
|
|
$
|
1,570,814.95
|
|
March 25, 2036
|
|
II-40-A
|
|
Variable (2)
|
|
$
|
1,521,001.27
|
|
March 25, 2036
|
|
II-40-B
|
|
Variable (2)
|
|
$
|
1,521,001.27
|
|
March 25, 2036
|
|
II-41-A
|
|
Variable (2)
|
|
$
|
1,480,538.53
|
|
March 25, 2036
|
|
II-41-B
|
|
Variable (2)
|
|
$
|
1,480,538.53
|
|
March 25, 2036
|
|
II-42-A
|
|
Variable (2)
|
|
$
|
1,447,335.64
|
|
March 25, 2036
|
|
II-42-B
|
|
Variable (2)
|
|
$
|
1,447,335.64
|
|
March 25, 2036
|
|
II-43-A
|
|
Variable (2)
|
|
$
|
1,420,911.88
|
|
March 25, 2036
|
|
II-43-B
|
|
Variable (2)
|
|
$
|
1,420,911.88
|
|
March 25, 2036
|
|
II-44-A
|
|
Variable (2)
|
|
$
|
1,394,119.27
|
|
March 25, 2036
|
|
II-44-B
|
|
Variable (2)
|
|
$
|
1,394,119.27
|
|
March 25, 2036
|
|
II-45-A
|
|
Variable (2)
|
|
$
|
1,347,141.64
|
|
March 25, 2036
|
|
II-45-B
|
|
Variable (2)
|
|
$
|
1,347,141.64
|
|
March 25, 2036
|
|
II-46-A
|
|
Variable (2)
|
|
$
|
1,304,422.58
|
|
March 25, 2036
|
|
II-46-B
|
|
Variable (2)
|
|
$
|
1,304,422.58
|
|
March 25, 2036
|
|
II-47-A
|
|
Variable (2)
|
|
$
|
1,261,658.10
|
|
March 25, 2036
|
|
II-47-B
|
|
Variable (2)
|
|
$
|
1,261,658.10
|
|
March 25, 2036
|
|
II-48-A
|
|
Variable (2)
|
|
$
|
1,223,068.60
|
|
March 25, 2036
|
|
II-48-B
|
|
Variable (2)
|
|
$
|
1,223,068.60
|
|
March 25, 2036
|
|
II-49-A
|
|
Variable (2)
|
|
$
|
41,439,465.79
|
|
March 25, 2036
|
|
II-49-B
|
|
Variable (2)
|
|
$
|
41,439,465.79
|
|
March 25, 2036
|
|
P
|
|
Variable (2)
|
|
$
|
100.00
|
|
March 25, 2036
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC II Regular Interest.
(2) Calculated in accordance with the definition of
“REMIC II Remittance Rate” herein.
REMIC III
As provided herein, the Trustee shall elect to
treat the segregated pool of assets consisting of the REMIC II
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC
III.” The Class R-III Interest shall evidence the sole class
of “residual interests” in REMIC III for purposes of
the REMIC Provisions. The following table irrevocably sets forth
the designation, the REMIC III Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC III Regular Interests
(as defined herein). None of the REMIC III Regular Interests shall
be certificated.
|
Designation
|
|
REMIC III Remittance
Rate
|
|
Initial Uncertificated
Balance
|
|
Latest
Possible
Maturity Date
(1)
|
|
|
III-LTAA
|
|
Variable (2)
|
|
$
|
726,303,121.59
|
|
March 25, 2036
|
|
|
III-LTA1
|
|
Variable (2)
|
|
$
|
3,197,105.00
|
|
March 25, 2036
|
|
|
III-LTA2A
|
|
Variable (2)
|
|
$
|
1,199,445.00
|
|
March 25, 2036
|
|
|
III-LTA2B
|
|
Variable (2)
|
|
$
|
556,360.00
|
|
March 25, 2036
|
|
|
III-LTA2C
|
|
Variable (2)
|
|
$
|
638,650.00
|
|
March 25, 2036
|
|
|
III-LTA2D
|
|
Variable (2)
|
|
$
|
222,560.00
|
|
March 25, 2036
|
|
|
III-LTM1
|
|
Variable (2)
|
|
$
|
289,045.00
|
|
March 25, 2036
|
|
|
III-LTM2
|
|
Variable (2)
|
|
$
|
251,980.00
|
|
March 25, 2036
|
|
|
III-LTM3
|
|
Variable (2)
|
|
$
|
148,225.00
|
|
March 25, 2036
|
|
|
III-LTM4
|
|
Variable (2)
|
|
$
|
133,400.00
|
|
March 25, 2036
|
|
|
III-LTM5
|
|
Variable (2)
|
|
$
|
125,995.00
|
|
March 25, 2036
|
|
|
III-LTM6
|
|
Variable (2)
|
|
$
|
118,580.00
|
|
March 25, 2036
|
|
|
III-LTM7
|
|
Variable (2)
|
|
$
|
111,170.00
|
|
March 25, 2036
|
|
|
III-LTM8
|
|
Variable (2)
|
|
$
|
92,640.00
|
|
March 25, 2036
|
|
|
III-LTM9
|
|
Variable (2)
|
|
$
|
62,995.00
|
|
March 25, 2036
|
|
|
III-LTM10
|
|
Variable (2)
|
|
$
|
59,290.00
|
|
March 25, 2036
|
|
|
III-LTM11
|
|
Variable (2)
|
|
$
|
74,110.00
|
|
March 25, 2036
|
|
|
III-LTZZ
|
|
Variable (2)
|
|
$
|
7,540,962.69
|
|
March 25, 2036
|
|
|
III-LTP
|
|
Variable (2)
|
|
$
|
100.00
|
|
March 25, 2036
|
|
|
III-LT1SUB
|
|
Variable (2)
|
|
$
|
17,564.87
|
|
March 25, 2036
|
|
|
III-LT1GRP
|
|
Variable (2)
|
|
$
|
54,988.71
|
|
March 25, 2036
|
|
|
III-LT2SUB
|
|
Variable (2)
|
|
$
|
14,377.86
|
|
March 25, 2036
|
|
|
III-LT2GRP
|
|
Variable (2)
|
|
$
|
45,011.42
|
|
March 25, 2036
|
|
|
III-XX
|
|
Variable (2)
|
|
$
|
740,993,691.42
|
|
March 25, 2036
|
|
|
III-IO
|
|
Variable (2)
|
|
|
(3)
|
|
March 25, 2036
|
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular
Interest.
(2) Calculated in accordance with the definition of
“REMIC III Remittance Rate” herein.
(3) REMIC III Regular Interest III-IO will not have
an Uncertificated Balance, but will accrue interest on its
Uncertificated Notional Amount.
REMIC IV
As provided herein, the Trustee shall elect to
treat the segregated pool of assets consisting of the REMIC III
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC
IV.” The Class R-IV Interest shall evidence the sole class of
“residual interests” in REMIC IV for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for the indicated classes of
Certificates and interests.
Each Certificate, other than the Class P
Certificate, the Class CE Certificate and the Class R Certificates,
represents ownership of a Regular Interest in REMIC IV and also
represents (i) the right to receive payments with respect to the
Net WAC Rate Carryover Amount (as defined herein) and (ii) the
obligation to pay Class IO Distribution Amounts (as defined
herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing
to the entitlement to principal of such Certificate.
|
Designation
|
|
Pass-Through
Rate
|
|
Initial
Aggregate
Certificate
Principal
Balance
|
|
Latest
Possible
Maturity Date
(1)
|
|
|
Class A-1
|
|
Variable (2)
|
|
$
|
639,421,000.00
|
|
March 25, 2036
|
|
|
Class A-2A
|
|
Variable (2)
|
|
$
|
239,889,000.00
|
|
March 25, 2036
|
|
|
Class A-2B
|
|
Variable (2)
|
|
$
|
111,272,000.00
|
|
March 25, 2036
|
|
|
Class A-2C
|
|
Variable (2)
|
|
$
|
127,730,000.00
|
|
March 25, 2036
|
|
|
Class A-2D
|
|
Variable (2)
|
|
$
|
44,512,000.00
|
|
March 25, 2036
|
|
|
Class M-1
|
|
Variable (2)
|
|
$
|
57,809,000.00
|
|
March 25, 2036
|
|
|
Class M-2
|
|
Variable (2)
|
|
$
|
50,396,000.00
|
|
March 25, 2036
|
|
|
Class M-3
|
|
Variable (2)
|
|
$
|
29,645,000.00
|
|
March 25, 2036
|
|
|
Class M-4
|
|
Variable (2)
|
|
$
|
26,680,000.00
|
|
March 25, 2036
|
|
|
Class M-5
|
|
Variable (2)
|
|
$
|
25,199,000.00
|
|
March 25, 2036
|
|
|
Class M-6
|
|
Variable (2)
|
|
$
|
23,716,000.00
|
|
March 25, 2036
|
|
|
Class M-7
|
|
Variable (2)
|
|
$
|
22,234,000.00
|
|
March 25, 2036
|
|
|
Class M-8
|
|
Variable (2)
|
|
$
|
18,528,000.00
|
|
March 25, 2036
|
|
|
Class M-9
|
|
Variable (2)
|
|
$
|
12,599,000.00
|
|
March 25, 2036
|
|
|
Class M-10
|
|
Variable (2)
|
|
$
|
11,858,000.00
|
|
March 25, 2036
|
|
|
Class M-11
|
|
Variable (2)
|
|
$
|
14,822,000.00
|
|
March 25, 2036
|
|
|
Class CE Interest
|
|
Variable
(2)(3)
|
|
$
|
25,941,268.56
|
|
March 25, 2036
|
|
|
Class P Interest
|
|
Variable
(2)(4)
|
|
$
|
100.00
|
|
March 25, 2036
|
|
|
Class SWAP-IO Interest
|
|
N/A (5)
|
|
|
|
|
March 25, 2036
|
|
|
|
|
|
|
|
|
|
|
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates and
interests.
(2) Calculated in accordance with the definition of
“Pass-Through Rate” herein.
(3) The Class CE Interest shall accrue interest at
their variable Pass-Through Rate on the Notional Amount of the
Class CE Interest outstanding from time to time which shall equal
the aggregate Uncertificated Balance of the REMIC III Regular
Interests, other than REMIC III Regular Interest III-LTP. The Class
CE Interest shall not accrue interest on its Certificate Principal
Balance.
(4) The Class P Interest will be entitled to 100%
of amounts distributed in respect of REMIC III Regular Interest
LTP.
(5) The Class SWAP-IO Interest will not have a
Pass-Through Rate or a Certificate Principal Balance, but will be
entitled to 100% of amounts distributed on REMIC III Regular
Interest III-IO.
REMIC V
As provided herein, the Trustee shall elect to
treat the segregated pool of assets consisting of the Class CE
Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets shall be designated as “REMIC
V.” The Class R-V Interest shall evidence the sole class of
“residual interests” in REMIC V for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the
initial aggregate Certificate Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated Class
of Certificates.
|
Designation
|
|
Pass-Through
Rate
|
|
Initial
Aggregate
Certificate Principal
Balance
|
|
Latest
Possible
Maturity Date
(1)
|
|
|
Class CE Certificates
|
|
Variable (2)
|
|
$
|
25,941,268.56
|
|
March 25, 2036
|
|
|
|
|
|
|
|
|
|
|
|
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for the Class CE
Certificates.
|
|
|
The Class CE
Certificates shall receive 100% of amounts received in respect of
the Class CE Interest.
|
REMIC VI
As provided herein, the Trustee shall make an
election to treat the segregated pool of assets consisting of the
Class P Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC
VI.” The Class R-VI Interest represents the sole class of
“residual interests” in REMIC VI for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for the indicated Class of
Certificates.
|
Designation
|
|
Pass-Through
Rate
|
|
Initial
Aggregate
Certificate Principal
Balance
|
|
Latest
Possible
Maturity Date
(1)
|
|
|
Class P Certificates
|
|
Variable (2)
|
|
$
|
100.00
|
|
March 25, 2036
|
|
|
|
|
|
|
|
|
|
|
|
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for the Class P
Certificates.
|
|
|
The Class P
Certificates shall receive 100% of amounts received in respect of
the Class P Interest.
|
REMIC V II
As provided herein, the Trustee shall make an
election to treat the segregated pool of assets consisting of the
Class SWAP-IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as
“REMIC VII.” The Class R-VII Interest represents the
sole class of “residual interests” in REMIC VII for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated REMIC
VII Regular Interest, which will be uncertificated.
|
Designation
|
|
Pass-Through
Rate
|
|
Initial
Aggregate
Certificate Principal
Balance
|
|
Latest
Possible
Maturity Date
(1)
|
|
|
SWAP-IO
|
|
Variable (2)
|
|
N/A
|
|
March 25, 2036
|
|
|
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for REMIC VII
Regular Interest SWAP-IO.
|
|
|
REMIC VII
Regular Interest SWAP-IO shall receive 100% of amounts received in
respect of the Class SWAP-IO Interest.
|
As of the Cut-off Date, the Initial Group I
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $549,887,128.27 and the Initial Group II Mortgage Loans had an
aggregate Scheduled Principal Balance equal to
$450,114,240.29.
In consideration of the mutual agreements herein
contained, the Depositor, the Master Servicer and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, including,
without limitation, in the Preliminary Statement hereto, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months and all
calculations on each Regular Interest shall be made on the basis of
a 360-day year and the actual number of days in the
month.
“Accrued Certificate Interest”: With
respect to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates) and each Distribution
Date, interest accrued during the related Interest Accrual Period
at the Pass-Through Rate for such Certificate for such Distribution
Date on the Certificate Principal Balance, in the case of the
Adjustable-Rate Certificates and the Fixed-Rate Certificates, or on
the Notional Amount, in the case of the Class CE Certificates, of
such Certificate immediately prior to such Distribution Date. The
Class P Certificates are not entitled to distributions in respect
of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Adjustable-Rate Certificates shall
be calculated on the basis of a 360-day year and the actual number
of days in the applicable Interest Accrual Period. All
distributions of interest on the Fixed-Rate Certificates and the
Class CE Certificates shall be based on a 360-day year consisting
of twelve 30-day months. Accrued Certificate Interest with respect
to each Distribution Date, as to any Class A Certificate or
Mezzanine Certificate, shall be reduced by an amount equal to the
portion allocable to such Certificate pursuant to Section 1.02
hereof of the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not
covered by payments pursuant to Section 4.03(e) or allocated to the
Class CE Certificates pursuant to Section 1.02 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any, for
such Distribution Date not allocated to the Class CE Certificates
pursuant to Section 1.02. Accrued Certificate Interest with respect
to each Distribution Date and any Class CE Certificate shall be
reduced by (a) Prepayment Interest Shortfalls, if any, allocated to
such Class of Certificates pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of
Certificates pursuant to Section 1.02 hereof and (c) an amount
equal to the portion of Realized Losses, if any, allocable to
interest on the Class CE Certificate pursuant to Section 4.04
hereof.
“Addition Notice”: With respect to
the transfer of Subsequent Mortgage Loans to the Trust Fund
pursuant to Section 2.09, a notice of the Depositor’s
designation of the Subsequent Mortgage Loans to be sold to the
Trust Fund and the aggregate Principal Balance of such Subsequent
Mortgage Loans as of the related Subsequent Cut-off Date. The
Addition Notice shall be given not later than three Business Days
prior to the related Subsequent Transfer Date and shall be
substantially in the form of Exhibit K.
“Adjustable-Rate Certificates”: The
Class A Certificates and the Mezzanine Certificates.
“Adjustable-Rate Mortgage Loan”:
Each of the Mortgage Loans identified on the Mortgage Loan Schedule
as having a Mortgage Rate that is subject to adjustment.
“Adjustment Date”: With respect to
each Adjustable-Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of such Mortgage Loan changes pursuant to
the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
“Advance”: As to any Mortgage Loan
or REO Property, any advance made by the Master Servicer or a
successor Master Servicer in respect of any Distribution 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 4.03.
“Affiliate”: With respect to any
specified Person, any other Person controlling or controlled by or
under common control with such specified Person. For the purposes
of this definition, “control,” when used with respect
to any specified Person, means the power to direct the management
and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Agreement”: This Pooling and
Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated Realized Loss Amount”:
With respect to any Distribution Date and any Class of Mezzanine
Certificates, the sum of (i) the Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount
of any Allocated Realized Loss Amount for such Class of
Certificates remaining undistributed from the previous Distribution
Date, reduced by the amount of the increase in the Certificate
Principal Balance of such Class of Certificates due to the receipt
of Subsequent Recoveries as provided in Section 4.01.
“Annual Statement of Compliance”: As
defined in Section 3.19.
“Applicable Regulations”: As to any
Mortgage Loan, all federal, state and local laws, statutes, rules
and regulations applicable thereto.
“Assessment of Compliance”: As
defined in Section 3.20.
“Assignment”: An assignment of
Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom if applicable, the mortgage
recordation information which has not been returned by the
applicable recorder’s office and/or the assignee’s
name), which is sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
“Attestation Report”: As defined in
Section 3.20.
“Available Funds”: With respect to
any Distribution Date, an amount equal to (1) the sum of (a) the
aggregate of the amounts on deposit in the Collection Account and
Distribution Account as of the close of business on the related
Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property
withdrawn from any REO Account and deposited in the Distribution
Account for such Distribution Date pursuant to Section 3.13, (c)
Compensating Interest, if any, deposited in the Distribution
Account by the Master Servicer in respect of Prepayment Interest
Shortfalls for such Distribution Date pursuant to Section 4.03(e),
(d) the aggregate of any Advances made by the Master Servicer for
such Distribution Date pursuant to Section 4.03, (e) with respect
to the Distribution Date immediately following the end of the
Funding Period, any amounts previously held in the Pre-Funding
Accounts after giving effect to any purchase of Subsequent Mortgage
Loans and any amounts withdrawn by the Trustee from the Interest
Coverage Accounts for distribution on the Certificates on such
Distribution Date, and (f) the aggregate of any Advances made by
the successor Master Servicer or the Trustee for such Distribution
Date pursuant to Section 7.02(b), reduced (to not less than zero)
by (2) the sum of (x) the portion of the amount described in clause
(1)(a) above that represents (i) Monthly Payments on the Mortgage
Loans received from a Mortgagor on or prior to the Determination
Date but due during any Due Period subsequent to the related Due
Period, (ii) Principal Prepayments on the Mortgage Loans received
after the related Prepayment Period (together with any interest
payments received with such Principal Prepayments to the extent
they represent the payment of interest accrued on the Mortgage
Loans during a period subsequent to the related Prepayment Period),
(iii) Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to
the Depositor, the Master Servicer, the Trustee, the Seller or any
Sub-Servicer pursuant to Section 3.05 or Section 3.06 or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (v) Stayed
Funds, (vi) the Trustee Fee payable from the Distribution Account
pursuant to Section 8.05, (vii) amounts deposited in the Collection
Account or the Distribution Account in error and (viii) the amount
of any Prepayment Charges collected by the Master Servicer and the
amount of any Master Servicer Prepayment Charge Payment Amounts,
(y) amounts reimbursable to the Trustee for an advance made
pursuant to Section 7.02(b) which advance the Trustee has
determined to be nonrecoverable from the Stayed Funds in respect of
which it was made and (z) any Net Swap Payment or any Swap
Termination Payments owed to the Interest Rate Swap Provider other
than due to a Swap Provider Trigger Event (after taking into
account any upfront payment received by the Interest Rate Swap
Provider from the counterparty to a replacement similar
agreement).
“Bankruptcy Code”: The Bankruptcy
Reform Act of 1978 (Title 11 of the United States Code), as
amended.
“Bankruptcy Loss”: With respect to
any Mortgage Loan, a Realized Loss resulting from a Deficient
Valuation or Debt Service Reduction.
“Book-Entry Certificate”: Any
Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates shall be the Class
A Certificates and the Mezzanine Certificates.
“Book-Entry Custodian”: The
custodian appointed pursuant to Section 5.01.
“Business Day”: Any day other than a
Saturday, a Sunday or a day on which banking or savings and loan
institutions in the State of California, the State of New York, or
in the city in which the Corporate Trust Office of the Trustee is
located, are authorized or obligated by law or executive order to
be closed.
“Certificate”: Any one of the
Depositor’s Asset-Backed Pass-Through Certificates, Series
2006-W3, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class CE,
Class P, Class R and Class R-X, issued under this
Agreement.
“Certificate Factor”: With respect
to any Class of Regular Certificates as of any Distribution Date, a
fraction, expressed as a decimal carried to six places, the
numerator of which is the Certificate Principal Balance (or the
Notional Amount, in the case of the Class CE Certificates) of such
Class of Certificates on such Distribution Date (after giving
effect to any distributions of principal and allocations of
Realized Losses in reduction of the Certificate Principal Balance
(or the Notional Amount, in the case of the Class CE Certificates)
of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case
of the Class CE Certificates) of such Class of Certificates as of
the Closing Date.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the
purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not
be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent
has been obtained, except as otherwise provided in Section 11.01.
The Trustee and the NIMS Insurer may conclusively rely upon a
certificate of the Deposito |
