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POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

POOLING AND SERVICING AGREEMENT | Document Parties: HSI ASSET SECURITIZATION CORP TRUST 2006-WMC1 | WMC MORTGAGE CORP | WELLS FARGO BANK, N.A You are currently viewing:
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HSI ASSET SECURITIZATION CORP TRUST 2006-WMC1 | WMC MORTGAGE CORP | WELLS FARGO BANK, N.A

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware     Date: 9/27/2006

POOLING AND SERVICING AGREEMENT, Parties: hsi asset securitization corp trust 2006-wmc1 , wmc mortgage corp , wells fargo bank  n.a
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HSI ASSET SECURITIZATION CORPORATION,

Depositor,

 

 

WMC MORTGAGE CORP.,

Originator,

 

 

WELLS FARGO BANK, N.A.,

Servicer, Master Servicer, Securities Administrator and Custodian,

 

 

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

 

and

 

CLAYTON FIXED INCOME SERVICES INC.,

Credit Risk Manager

 

 

POOLING AND SERVICING AGREEMENT

 

Dated as of July 1, 2006

 

 

HSI ASSET SECURITIZATION CORPORATION TRUST 2006-WMC1

 

 

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2006-WMC1

 

 

 



 


 

TABLE OF CONTENTS

 

Page

 

ARTICLE I

 

DEFINITIONS

 

 

 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

 

 

 

Section 2.01

Conveyance of Mortgage Loans

49

Section 2.02

Acceptance by the Custodian of the Mortgage Loans

53

Section 2.03

Representations, Warranties and Covenants of the Originator and the Servicer; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans

54

Section 2.04

Execution and Delivery of Certificates

57

Section 2.05

REMIC Matters

58

Section 2.06

Representations and Warranties of the Depositor

58

 

 

 

ARTICLE III

 

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

 

 

 

Section 3.01

Servicer to Service Mortgage Loans

59

Section 3.02

Subservicing Agreements between Servicer and Subservicers; Use of Subcontractors

61

Section 3.03

Successor Subservicers

63

Section 3.04

Liability of the Servicer

63

Section 3.05

No Contractual Relationship between Subservicers and the Master Servicer

63

Section 3.06

Assumption or Termination of Subservicing Agreements by Master Servicer

63

Section 3.07

Collection of Certain Mortgage Loan Payments

64

Section 3.08

Subservicing Accounts

67

Section 3.09

Collection of Taxes, Assessments and Similar Items; Escrow Accounts

67

Section 3.10

Collection Account

68

Section 3.11

Withdrawals from the Collection Account

69

Section 3.12

Investment of Funds in the Collection Account, Escrow Accounts and the Distribution Account

71

 


 

Section 3.13

Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage

72

Section 3.14

Enforcement of Due-On-Sale Clauses; Assumption Agreements

73

Section 3.15

Realization upon Defaulted Mortgage Loans

74

Section 3.16

Release of Mortgage Files

76

Section 3.17

Title, Conservation and Disposition of REO Property

77

Section 3.18

Notification of Adjustments

78

Section 3.19

Access to Certain Documentation and Information Regarding the Mortgage Loans

79

Section 3.20

Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee

79

Section 3.21

Servicing Compensation

79

Section 3.22

Report on Assessment of Compliance with Relevant Servicing Criteria.

80

Section 3.23

Report on Attestation of Compliance with Relevant Servicing Criteria.

81

Section 3.24

Annual Officer’s Certificates.

82

Section 3.25

Master Servicer to Act as Servicer

84

Section 3.26

Compensating Interest

84

Section 3.27

Credit Reporting; Gramm-Leach-Bliley Act

85

Section 3.28

[Reserved]

85

Section 3.29

Notifications to Parties.

85

Section 3.30

Indemnification.

85

 

 

 

ARTICLE IV

 

DISTRIBUTIONS AND

ADVANCES BY THE SERVICER

 

 

 

Section 4.01

Advances

86

Section 4.02

Priorities of Distribution

87

Section 4.03

Monthly Statements to Certificateholders

92

Section 4.04

Certain Matters Relating to the Determination of LIBOR

95

Section 4.05

Allocation of Applied Realized Loss Amounts

95

Section 4.06

Supplemental Interest Trust.

95

Section 4.07

Rights of the Swap Counterparty.

97

Section 4.08

Termination Receipts.

97

 

 

 

ARTICLE V

 

THE CERTIFICATES

 

 

 

Section 5.01

The Certificates

99

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates

100

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

106

Section 5.04

Persons Deemed Owners

106

Section 5.05

Access to List of Certificateholders’ Names and Addresses

106

Section 5.06

Maintenance of Office or Agency

107

 

-ii-


 

ARTICLE VI

 

THE DEPOSITOR AND THE SERVICER

 

 

 

Section 6.01

Respective Liabilities of the Depositor and the Servicer

107

Section 6.02

Merger or Consolidation of the Depositor or the Servicer

107

Section 6.03

Limitation on Liability of the Depositor, the Servicer and Others.

107

Section 6.04

Limitation on Resignation of the Servicer.

108

Section 6.05

Additional Indemnification by the Servicer; Third Party Claims.

108

Section 6.06

Compliance with Regulation AB; Cooperation of Parties

109

 

 

 

ARTICLE VII

 

DEFAULT

 

 

 

Section 7.01

Events of Default

110

Section 7.02

Master Servicer to Act; Appointment of Successor

112

Section 7.03

Notification to Certificateholders

114

 

 

 

ARTICLE VIII

 

CONCERNING THE TRUSTEE

 

 

 

Section 8.01

Duties of the Trustee

114

Section 8.02

Certain Matters Affecting the Trustee

115

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

117

Section 8.04

Trustee May Own Certificates

117

Section 8.05

Trustee’s Fees Indemnification and Expenses

117

Section 8.06

Eligibility Requirements for the Trustee

118

Section 8.07

Resignation and Removal of the Trustee

119

Section 8.08

Successor Trustee

119

Section 8.09

Merger or Consolidation of the Trustee

120

Section 8.10

Appointment of Co-Trustee or Separate Trustee

120

Section 8.11

Tax Matters

121

Section 8.12

Commission Reporting

125

Section 8.13

Tax Classification of the Excess Reserve Fund Account and the Supplemental Interest Trust

132

 

 

 

ARTICLE IX

 

ADMINISTRATION OF THE MORTGAGE LOANS

BY THE MASTER SERVICER AND THE CREDIT RISK MANAGER

 

 

 

Section 9.01

Duties of the Master Servicer; Enforcement of Servicer’s Obligations.

132

 

-iii-


 

Section 9.02

[Reserved]

134

Section 9.03

[Reserved]

134

Section 9.04

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

134

Section 9.05

Representations and Warranties of the Master Servicer

134

Section 9.06

Master Servicer Events of Default

136

Section 9.07

Waiver of Default.

137

Section 9.08

Successor to the Master Servicer.

137

Section 9.09

Compensation of the Master Servicer.

139

Section 9.10

Merger or Consolidation.

139

Section 9.11

Resignation of the Master Servicer.

139

Section 9.12

Assignment or Delegation of Duties by the Master Servicer.

139

Section 9.13

Limitation on Liability of the Master Servicer.

140

Section 9.14

Indemnification; Third Party Claims.

140

Section 9.15

Duties of the Credit Risk Manager.

141

Section 9.16

Limitation Upon Liability of the Credit Risk Manager.

142

Section 9.17

Removal and Resignation of Credit Risk Manager.

142

 

 

 

ARTICLE X

 

CONCERNING THE SECURITIES ADMINISTRATOR

 

 

 

Section 10.01

Duties of Securities Administrator.

143

Section 10.02

Certain Matters Affecting the Securities Administrator.

144

Section 10.03

Securities Administrator Not Liable for Certificates or Mortgage Loans.

145

Section 10.04

Securities Administrator May Own Certificates.

146

Section 10.05

Securities Administrator’s Fees and Expenses.

146

Section 10.06

Eligibility Requirements for Securities Administrator.

147

Section 10.07

Resignation and Removal of Securities Administrator.

147

Section 10.08

Successor Securities Administrator.

148

Section 10.09

Merger or Consolidation of Securities Administrator.

149

Section 10.10

Assignment or Delegation of Duties by the Securities Administrator.

149

 

 

 

ARTICLE XI

 

TERMINATION

 

 

 

Section 11.01

Termination upon Liquidation or Purchase of the Mortgage Loans

150

Section 11.02

Final Distribution on the Certificates

150

Section 11.03

Additional Termination Requirements

152

 

 

 

ARTICLE XII

 

MISCELLANEOUS PROVISIONS

 

 

 

Section 12.01

Amendment

152

Section 12.02

Recordation of Agreement; Counterparts

154

 

-iv-


 

Section 12.03

Governing Law

155

Section 12.04

Intention of Parties

155

Section 12.05

Notices

156

Section 12.06

Severability of Provisions

157

Section 12.07

Assignment

157

Section 12.08

Limitation on Rights of Certificateholders

157

Section 12.09

Inspection and Audit Rights

158

Section 12.10

Certificates Nonassessable and Fully Paid

158

Section 12.11

Rule of Construction

159

Section 12.12

Waiver of Jury Trial

159

 

 

 

 

-v-


 

 

SCHEDULES

 

Schedule I

Mortgage Loan Schedule

 

Schedule II

Representations and Warranties of Wells Fargo Bank, N.A., as Servicer as to Corporate Matters

 

Schedule III

Representations and Warranties of the Originator as to Corporate Matters

 

Schedule IV

Representations and Warranties of the Originator with respect to the Individual Mortgage Loans

 

EXHIBITS

 

Exhibit A

Form of Class A and Class M Certificates

 

Exhibit B

Form of Class P Certificate

 

Exhibit C

Form of Class R Certificate

 

Exhibit D

Form of Class X Certificate

 

Exhibit E

Form of Initial Certification of Custodian

 

Exhibit F

Form of Document Certification and Exception Report of Custodian

 

Exhibit G

Form of Residual Transfer Affidavit

 

Exhibit H

Form of Transferor Certificate

 

Exhibit I-A

Form of Rule 144A Investment Letter

 

Exhibit I-B

Form of Regulation S Investment Letter

 

Exhibit J

Form of Request for Release

 

Exhibit K

Contents for Each Mortgage File

 

Exhibit L

Form of Sarbanes-Oxley Certification to be Provided by Master Servicer (or other Certification Party) signing Form 10-K

 

Exhibit M

Form of Servicer (or Servicing Function Participant) Back-Up Certification

 

Exhibit N-1

Standard File Layout - Master Servicing (Form of Monthly Remittance Advice)

 

Exhibit N-2

Standard File Layout for Delinquency Reporting

 

Exhibit N-3

Form 332 Realized Loss Report

 

-vi-


 

Exhibit O

Form of Swap Agreement

 

Exhibit P

Form of Cap Agreement

 

Exhibit Q

Master Mortgage Loan Purchase and Interim Servicing Agreement

 

Exhibit R-1

Form of Watchlist Report

 

Exhibit R-2

Form of Loss Severity Report

 

Exhibit R-3

Form of Prepayment Charges Report

 

Exhibit R-4

Form of Analytics Report

 

Exhibit S

Servicing Criteria Matrix

 

Exhibit T

Transaction Parties

 

Exhibit U

Form of Annual Compliance Certificate

 

Exhibit V

Additional Form 10-D Disclosure

 

Exhibit W

Additional Form 10-K Disclosure

 

Exhibit X

Form 8-K Disclosure Information

 

Exhibit Y

Additional Disclosure Notification

 

Exhibit Z

Class Notional Balance Schedule for Class A-IO Certificates

 

 

 

 

 

-vii-


 

THIS POOLING AND SERVICING AGREEMENT, dated as of July 1, 2006, among HSI ASSET SECURITIZATION CORPORATION, as depositor (the “ Depositor ”), WMC MORTGAGE CORP., a California corporation, as originator (the “ Originator ”), WELLS FARGO BANK, N.A., a national banking association, as servicer (in such capacity, the “ Servicer ”) as master servicer (in such capacity, the “ Master Servicer ”) as securities administrator (in such capacity, the “ Securities Administrator ”) and as custodian (in such capacity, “the Custodian ”), CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the “ Credit Risk Manager ”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “ Trustee ”).

 

WITNESSETH :

 

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

PRELIMINARY STATEMENT

 

The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligation to pay Class I Shortfalls (collectively, the “ Excluded Trust Assets ”) shall elect that the segregated asset pool within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “ REMIC ” or, in the alternative, “ REMIC 1 ,” REMIC 2, ” “REMIC 3” and “ REMIC 4 ,”; REMIC 4 also being referred to herein as the “ Upper Tier REMIC .”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election.

 

Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions.

 

The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.


 

REMIC 1:

 

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”):

 

Class Designation

Initial Principal 

Balance

 

Interest Rate

LT1-A

$      38,972,132.00

(1)

LT1-F1

$        7,376,245.00

(2)

LT1-V1

$        7,376,245.00

(3)

LT1-F2

$        8,521,185.00

(2)

LT1-V2

$        8,521,185.00

(3)

LT1-F3

$        9,660,734.00

(2)

LT1-V3

$        9,660,734.00

(3)

LT1-F4

$      10,782,603.50

(2)

LT1-V4

$      10,782,603.50

(3)

LT1-F5

$      11,873,908.50

(2)

LT1-V5

$      11,873,908.50

(3)

LT1-F6

$      12,921,568.00

(2)

LT1-V6

$      12,921,568.00

(3)

LT1-F7

$      13,911,612.00

(2)

LT1-V7

$      13,911,612.00

(3)

LT1-F8

$      14,830,897.50

(2)

LT1-V8

$      14,830,897.50

(3)

LT1-F9

$      15,152,948.50

(2)

LT1-V9

$      15,152,948.50

(3)

LT1-F10

$      14,423,349.50

(2)

LT1-V10

$      14,423,349.50

(3)

LT1-F11

$      13,727,350.50

(2)

LT1-V11

$      13,727,350.50

(3)

LT1-F12

$      13,064,955.50

(2)

LT1-V12

$      13,064,955.50

(3)

LT1-F13

$      12,434,539.50

(2)

LT1-V13

$      12,434,539.50

(3)

LT1-F14

$      11,834,559.00

(2)

LT1-V14

$      11,834,559.00

(3)

LT1-F15

$      11,263,530.50

(2)

LT1-V15

$      11,263,530.50

(3)

LT1-F16

$      10,720,081.50

(2)

LT1-V16

$      10,720,081.50

(3)

LT1-F17

$      10,202,867.00

(2)

LT1-V17

$      10,202,867.00

(3)

LT1-F18

$        9,716,791.00

(2)

 

-2-


 

Class Designation

Initial Principal 

Balance

 

Interest Rate

LT1-V18

$        9,716,791.00

(3)

LT1-F19

$      12,035,646.50

(2)

LT1-V19

$      12,035,646.50

(3)

LT1-F20

$      16,251,011.00

(2)

LT1-V20

$      16,251,011.00

(3)

LT1-F21

$      14,623,171.50

(2)

LT1-V21

$      14,623,171.50

(3)

LT1-F22

$      13,162,082.50

(2)

LT1-V22

$      13,162,082.50

(3)

LT1-F23

$      11,864,331.00

(2)

LT1-V23

$      11,864,331.00

(3)

LT1-F24

$        9,440,706.50

(2)

LT1-V24

$        9,440,706.50

(3)

LT1-F25

$        6,302,700.00

(2)

LT1-V25

$        6,302,700.00

(3)

LT1-F26

$        5,949,689.00

(2)

LT1-V26

$        5,949,689.00

(3)

LT1-F27

$        5,807,260.00

(2)

LT1-V27

$        5,807,260.00

(3)

LT1-F28

$        5,859,001.00

(2)

LT1-V28

$        5,859,001.00

(3)

LT1-F29

$        5,480,297.50

(2)

LT1-V29

$        5,480,297.50

(3)

LT1-F30

$        5,121,735.00

(2)

LT1-V30

$        5,121,735.00

(3)

LT1-F31

$        4,788,982.00

(2)

LT1-V31

$        4,788,982.00

(3)

LT1-F32

$        4,479,206.50

(2)

LT1-V32

$        4,479,206.50

(3)

LT1-F33

$        4,191,921.50

(2)

LT1-V33

$        4,191,921.50

(3)

LT1-F34

$        3,856,074.50

(2)

LT1-V34

$        3,856,074.50

(3)

LT1-F35

$        3,476,457.00

(2)

LT1-V35

$        3,476,457.00

(3)

LT1-F36

$        3,277,342.00

(2)

LT1-V36

$        3,277,342.00

(3)

LT1-F37

$        3,092,335.00

(2)

LT1-V37

$        3,092,335.00

(3)

LT1-F38

$        2,917,910.00

(2)

LT1-V38

$        2,917,910.00

(3)

LT1-F39

$        2,753,414.00

(2)

LT1-V39

$        2,753,414.00

(3)

LT1-F40

$        2,598,353.00

(2)

 

-3-


 

Class Designation

Initial Principal 

Balance

 

Interest Rate

LT1-V40

$        2,598,353.00

(3)

LT1-F41

$        2,452,149.50

(2)

LT1-V41

$        2,452,149.50

(3)

LT1-F42

$      41,869,243.50

(2)

LT1-V42

$      41,869,243.50

(3)

LT1-R

(4)

(4)

 

 

(1)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for the Class LT1-A Interest shall be the Net WAC Rate.

 

 

(2)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the lesser of (i) 11.10% and (ii) the product of (a) the Net WAC Rate and (b) 2.

 

 

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over (ii) 11.10%.

 

 

(4)

The Class LT1-R interest shall not have a principal amount and shall not bear interest. The Class LT1-R interest is hereby designated as the sole class of residual interest in REMIC 1.

 

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund.

 

On each Distribution Date the Securities Administrator shall distribute the Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates.

 

On each Distribution Date, the Securities Administrator shall distribute the Principal Remittance Amount with respect to the Lower Tier Interests in REMIC 1, first to the Class LT1-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the Class LT1-V42 Lower Tier Interests.

 

-4-


 

REMIC 2:

 

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 2, each of which (other than the LT2-R Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

 

Class

Designation

 

Initial Principal

Balance

 

Interest Rate

LT2-1A-IO

 

$      42,083,000.00

 

(1)

LT2-2A-IO

 

$      42,083,000.00

 

(1)

LT2-3A-IO

 

$    126,249,000.00

 

(1)

LT2-Pool

 

(2)

 

(1)

LT2-IO-Swap

 

(3)

 

(3)

LT2-R

 

(4)

 

(4)

 

 

(1)

For any Distribution Date (and the related Accrual Period) the interest rate for each of these REMIC 2 Regular Interests is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 1 for such Distribution Date, provided, however, that (i) for any Distribution Date on which the LT2-IO-Swap Interest is entitled to a portion of the interest accruals on the Lower Tier Interests in REMIC 1 with an “F “ in its designation, as described in footnote three below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap LIBOR for such Distribution Date.

 

 

(2)

This interest shall have an initial principal balance equal to the excess of (a) the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date over (b) the sum of the initial principal balances of the interests in REMIC 2 containing the letters “A-IO” in their class designations.

 

 

(3)

The LT2-IO-Swap Interest is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the LT2-IO-Swap Interest shall be entitled to interest accrued on the Lower Tier Interest in REMIC 1 listed in the second column in the table below, at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest in REMIC 1 for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

 

Distribution Dates

REMIC 1 Class Designation

2

Class LT1-F1

2-3

Class LT1-F2

2-4

Class LT1-F3

2-5

Class LT1-F4

2-6

Class LT1-F5

2-7

Class LT1-F6

2-8

Class LT1-F7

2-9

Class LT1-F8

2-10

Class LT1-F9

2-11

Class LT1-F10

2-12

Class LT1-F11

2-13

Class LT1-F12

2-14

Class LT1-F13

2-15

Class LT1-F14

2-16

Class LT1-F15

2-17

Class LT1-F16

2-18

Class LT1-F17

2-19

Class LT1-F18

 

-5-


 

Distribution Dates

REMIC 1 Class Designation

2-20

Class LT1-F19

2-21

Class LT1-F20

2-22

Class LT1-F21

2-23

Class LT1-F22

2-24

Class LT1-F23

2-25

Class LT1-F24

2-26

Class LT1-F25

2-27

Class LT1-F26

2-28

Class LT1-F27

2-29

Class LT1-F28

2-30

Class LT1-F29

2-31

Class LT1-F30

2-32

Class LT1-F31

2-34

Class LT1-F32

2-35

Class LT1-F33

2-36

Class LT1-F34

2-37

Class LT1-F35

2-38

Class LT1-F36

2-39

Class LT1-F37

2-40

Class LT1-F38

2-41

Class LT1-F39

2-42

Class LT1-F40

2-43

Class LT1-F41

2-44

Class LT1-F42

 

 

(4)

The LT2-R Interest shall not have a principal amount and shall not bear interest. The LT2-R interest is hereby designated as the sole class of residual interest in REMIC 2.

 

On each Distribution Date, interest distributable in respect of the REMIC 1 Interests for such Distribution Date shall be distributed to the Interests in REMIC 2 at the rates shown above.

 

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans shall be allocated to the LT2-Pool Interest until the principal balance of such Interest is reduced to zero, and then to the Interests having the letters “A-IO” in their Class designation in ascending order of their numerical designation until the principal balance of each such Interest is reduced to zero.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the LT2-3A-IO Interest.

 

REMIC 3:

 

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 3, each of which (other than the LT3-R Interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular Interests”):

-6-


 

Class

Designation

Initial Principal Balance

Interest Rate

Corresponding Class

of Certificates

LT3-A-1

½ Corresponding Class balance

(1)

A-1

LT3-A-2

½ Corresponding Class balance

(1)

A-2

LT3-A-3

½ Corresponding Class balance

(1)

A-3

LT3-A-4

½ Corresponding Class balance

(1)

A-4

LT3-A-5

½ Corresponding Class balance

(1)

A-5

LT3-M-1

½ Corresponding Class balance

(1)

M-1

LT3-M-2

½ Corresponding Class balance

(1)

M-2

LT3-M-3

½ Corresponding Class balance

(1)

M-3

LT3-M-4

½ Corresponding Class balance

(1)

M-4

LT3-M-5

½ Corresponding Class balance

(1)

M-5

LT3-M-6

½ Corresponding Class balance

(1)

M-6

LT3-M-7

½ Corresponding Class balance

(1)

M-7

LT3-M-8

½ Corresponding Class balance

(1)

M-8

LT3-M-9

½ Corresponding Class balance

(1)

M-9

LT3-M-10

½ Corresponding Class balance

(1)

M-10

LT3-Q

(2)

(1)

X

LT3-A-IO

(3)

(3)

A-IO

LT3-IO-Swap

(4)

(4)

N/A

LT3-R

(5)

(5)

R

 

 

(1)

This interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 3 Regular Interests is a per annum rate equal to the greater of (i) 0.00% and (ii) the weighted average of the interest rates on each REMIC 2 Interest having an “A-IO” in its designation and the LT2-Pool Interest, computed after reducing the rate payable on each such REMIC 2 Interest having an “A-IO” in its Class designation by 1.50% for any Distribution Date on which interest is payable on its Corresponding REMIC 3 A-IO Interest (as described in footnote (3) below).

 

 

(2)

This interest shall have an initial principal balance equal to the excess of (a) the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date over (b) the sum of the initial principal balances of the interests in REMIC 3 (other than any interest-only classes).

 

 

(3)

This REMIC 3 Interest is an interest-only Interest and does not have a principal balance. For each Distribution Date on the chart below, this REMIC 3 Interest shall be entitled to interest payable on the REMIC 2 Interest corresponding to such Distribution Dates at a rate equal to the lesser of (i) 1.50% and (ii) the interest rate of the REMIC 2 Interest corresponding to such Distribution Date.

 

Distribution Date occurring in

Corresponding

REMIC 2 Interest

August 2006 - January 2007

LT2-1A-IO - LT2-3A-IO

February 2007 - July 2007

LT2-2A-IO - LT2-3A-IO

August 2007 - November 2007

LT2-3A-IO

 

 

(4)

The LT3-IO-Swap Interest shall not have a principal balance, but shall be entitled to receive, on each Distribution Date, 100% of the interest distributable on the Class LT2-IO-Swap Interest in REMIC 2.

 

 

(5)

The LT3-R Interest shall not have a principal amount and shall not bear interest. The LT3-R interest is hereby designated as the sole class of residual interest in REMIC 3.

 

On each Distribution Date, interest distributable in respect of the REMIC 2 Regular Interests shall be distributed with respect to each of the Interests in REMIC 3 based on the above-described interest rates, provided,   however , that interest that accrues on the LT3-Q Interest shall be deferred to the extent necessary to make the principal distributions described in priority (i) below for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the LT3-Q Interest.

-7-


 

On each Distribution Date, the principal distributed on the REMIC 2 Regular Interests (together with an amount equal to the interest deferred on the Class LT3-Q Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the Interests in REMIC 3 in the following order of priority:

 

(i)           first, to each interest in REMIC 3 having a Corresponding Class in REMIC 4 (other than a REMIC 3 interest having an “A-IO” in its class designation) until the outstanding principal amount of each such interest equals one-half of the outstanding principal amount of the Corresponding Class of Certificates for such interest immediately after such Distribution Date;

 

(ii)           finally, to the Class LT3-Q Interest, any remaining amounts.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the LT3-Q Interest  

 

Upper Tier REMIC

 

The Upper Tier REMIC shall issue the following Classes of Upper Tier REMIC Regular Interests and each such interest, other than the Class R Interest, is hereby designated as a regular interest in the Upper Tier REMIC.

 

Upper Tier REMIC

 

Upper Tier REMIC

Class Designation

 

Upper Tier REMIC

Interest Rate and

Corresponding

Class Interest Rate

 

Initial Upper Tier

REMIC Principal

Amount and

Corresponding

Class Certificate

Balance or Class

Notional Balance

 

Corresponding

Class of Certificates

Class A-1

 

(1)

 

$370,019,000

 

Class A-1(11)

Class A-2

 

(2)

 

$  90,908,000

 

Class A-2(11)

Class A-3

 

(3)

 

$167,427,000

 

Class A-3(11)

Class A-4

 

(4)

 

$  45,810,000

 

Class A-4(11)

Class A-5

 

(5)

 

$    8,000,000

 

Class A-5(11)

Class A-IO

 

(6)

 

$210,415,000

 

Class A-IO(11)

Class M-1

 

(7)

 

$  28,195,000

 

Class M-1(11)

Class M-2

 

(7)

 

$  26,091,000

 

Class M-2(11)

Class M-3

 

(7)

 

$  15,992,000

 

Class M-3(11)

Class M-4

 

(7)

 

$  13,887,000

 

Class M-4(11)

 

-8-


 

Upper Tier REMIC

Class Designation

 

Upper Tier REMIC

Interest Rate and

Corresponding

Class Interest Rate

 

Initial Upper Tier

REMIC Principal

Amount and

Corresponding

Class Certificate

Balance or Class

Notional Balance

 

Corresponding

Class of Certificates

Class M-5

 

(7)

 

$  13,046,000

 

Class M-5(11)

Class M-6

 

(7)

 

$  12,625,000

 

Class M-6(11)

Class M-7

 

(7)

 

$  11,362,000

 

Class M-7(11)

Class M-8

 

(7)

 

$  10,521,000

 

Class M-8(11)

Class M-9

 

(7)

 

$    6,312,000

 

Class M-9(11)

Class M-10

 

(7)

 

$    8,417,000

 

Class M-10(11)

Class X

 

(8)

 

(8)

 

Class X

Class R

 

(9)

 

(9)

 

Class R

Class P

 

(10)

 

(10)

 

Class P

 

(1)

The Class A-1 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class A-1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class A-1 Certificates is based on the Available Funds Cap, the amount of interest that would have accrued on the Class A-1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Available Funds Cap shall be treated as having been paid by the Class A-1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(2)

The Class A-2 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class A-2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class A-2 Certificates is based on the Available Funds Cap, the amount of interest that would have accrued on the Class A-2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Available Funds Cap shall be treated as having been paid by the Class A-2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(3)

The Class A-3 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class A-3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class A-3 Certificates is based on the Available Funds Cap, the amount of interest that would have accrued on the Class A-3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Available Funds Cap shall be treated as having been paid by the Class A-3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

-9-


 

(4)

The Class A-4 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class A-4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class A-4 Certificates is based on the Available Funds Cap, the amount of interest that would have accrued on the Class A-4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Available Funds Cap shall be treated as having been paid by the Class A-4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof

 

(5)

The Class A-5 Interest is a principal-only interest that will not accrue interest on its Class Certificate Balance.

 

(6)

The Class A-IO Interest will bear interest during each Interest Accrual Period based on its Class Notional Balance at a per annum rate equal to the lesser of (i) 1.50% per annum and (ii) the Class A-IO Available Funds Cap. For purposes of the REMIC Provisions, the reference to the Class A-IO Available Funds Cap in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC A-IO Available Funds Cap; therefore, on any Distribution Date on which the Interest Rate on the Class A-IO Certificates is based on the Class A-IO Available Funds Cap, the amount of interest that would have accrued on the Class A-IO Certificates if the REMIC A-IO Available Funds Cap were substituted for the Class A-IO Available Funds Cap shall be treated as having been paid by the Class A-IO Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof. The Class A-IO Certificates will not bear interest after the Distribution Date in October 2007.

 

(7)

The 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 and Class M-10 Interests will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap. For purposes of the REMIC Provisions, the reference to Class M Available Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, is based on the Class M Available Funds Cap, the amount of interest that would have accrued on each such Class of Certificates if the REMIC 3 Net Funds Cap were substituted for the Class M Available Funds Cap shall be treated as having been paid by the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificateholders, as applicable, to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(8)

For purposes of the REMIC Provisions, the Class X Interest shall have an initial principal balance of $13,046,439.92 (initial overcollateralization of $13,046,539.92 less $100.00 attributable to the Class P Principal Amount), and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC. The Class X Certificate shall also comprise two notional components, each of which represents a regular interest in the Upper Tier REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the Lower Tier Interests in REMIC 3, and, for each Distribution Date (and the related Interest Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) (a) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii) the Adjusted Lower Tier WAC. The second notional component represents the right to receive all distributions in respect of the Class LT3-IO-Swap in REMIC 3 (the “LT4-I” interest). In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Excess Reserve Fund Account; (ii) the Supplemental Interest Trust, including the Swap Agreement and (iii) an interest in the notional principal contracts described in Section 8.11 hereof.

 

-10-


 

(9)

The Class R Interest is the sole Class of residual interest in the Upper Tier REMIC. The Class R Interest is issued without a principal amount does not bear a stated Interest Rate. The Class R Certificate will be issued as a single certificate evidencing the initial Percentage Interest of such Class, and shall represent ownership of each of the Class R, Class LT1-R, Class LT2-R and Class LT3-R Interests.

 

(10)

The Class P Interest shall not bear interest at a stated Interest Rate. Prepayment Charges paid with respect to the Mortgage Loans shall be paid to the Class P Certificateholders as provided in Section 4.02(b). For purposes of the REMIC Provisions, the Class P Interest shall represent a regular interest in the Upper Tier REMIC. The Class P Certificate will have a Class P Principal Amount of $100.

 

(11)

Each of these Certificates will represent not only the ownership of the Corresponding Class of Upper Tier REMIC Regular Interest but also the right to receive payments from (i) the Excess Reserve Fund Account in respect of any Basis Risk Carryover Amounts and (ii) the Supplemental Interest Trust in respect of proceeds from the Derivative Agreements. For federal income tax purposes, the Securities Administrator will treat a Certificateholder’s right to receive payments from the Excess Reserve Fund Account as payments made pursuant to an a notional principal contract written by the Class X Certificateholders.

 

The minimum denomination for each Class of Certificates, other than the Class P, Class R and the Class X Certificates, will be $25,000 of Certificate Balance (notional balance in the case of Class A-IO Certificates) ($100,000 with respect to initial investors resident in a Member State of the European Economic Area subject to Prospectus Directive 2003/71/EC) 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 each of the Class P and Class X Certificates will be a 10.00% Percentage Interest in such Class, and the minimum denomination for the Class R Certificates shall be 100% Percentage Interest in such Class.

 

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-IO, Class A-1, Class A-2, Class A-3, Class  A-4 and Class A-5 Certificates.

 

 

Class M Certificates

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 and Class M-10 Certificates.

 

 

Delay Certificates

The Class A-IO Certificates.

 

 

ERISA-Restricted

 

Certificates

Any Class M-10, Class P, Class X and Class R Certificates and any Certificate with a rating which falls below the lowest applicable permitted rating under the Underwriters’ Exemption.

 

-11-


 

ERISA-Restricted

 

Derivative Certificates

Any Offered Certificate prior to the termination of the Cap Agreement and the Swap Agreement.

 

 

Interest-Only Certificates

The Class A-IO Certificates.

 

 

LIBOR Certificates

Collectively, the Class A-1, Class  A-2, Class A-3, Class  A-4 Certificates and any Class M Certificate.

 

 

Non-Delay Certificates

The Class A Certificates (other than the Class A-IO Certificates), the Class M Certificates and Class X Certificates.

 

 

Offered Certificates

All Classes of Certificates other than the Private Certificates.

 

 

Principal-Only Certificates

The Class A-5 Certificates.

 

 

Physical Certificates

Class P, Class X and Class R Certificates.

 

 

Private Certificates

Class M-10, Class P, Class X and Class R Certificates.

 

 

Rating Agencies

Fitch, Moody’s and Standard & Poor’s.

 

 

Regular Certificates

All Classes of Certificates other than the Class R Certificates.

 

 

Residual Certificates

Class R Certificates.

 

ARTICLE I

 

DEFINITIONS

 

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

 

10-K Filing Deadline : As defined in Section 8.12(a)(ii).

 

Accepted Servicing Practices : With respect to any Mortgage Loan and the Servicer, the servicing and administration of such Mortgage Loan (i) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer generally services and administers similar mortgage loans with similar mortgagors (A) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional residential mortgage lenders servicing their own mortgage loans or (B) held in the Servicer’s own portfolio, whichever standard is higher, and (ii) in accordance with applicable local, state and federal laws, rules and regulations.

-12-


 

Account : Any of the Collection Account, the Distribution Account and any Escrow Account, and with respect to the Supplemental Interest Trust, the Excess Reserve Fund Account and the Supplemental Interest Trust Account. Each Account shall be an Eligible Account.

 

Additional Disclosure Notification : The form of notice set forth on Exhibit Y.

 

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)(ii).

 

Additional Termination Event : As defined in the Cap Agreement or the Swap Agreement, as applicable.

 

Adjustable Rate Mortgage Loan : A Mortgage Loan which provides for the adjustment of the Mortgage Rate payable in respect thereto.

 

Adjusted Lower Tier WAC : For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT3-A-1, LT3-A-2, LT3-A-3, LT3-A-4, LT3-A-5, LT3- LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6, LT3-M-7, LT3-M-8, LT3-M-9, LT3-M-10 and LT3-Q Interests, weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class LT3-A-1, LT3-A-2, LT3-A-3, LT3-A-4, LT3-A-5, LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6, LT3-M-7, LT3-M-8, LT3-M-9 and LT3-M-10 Interests to a cap that corresponds to the Interest Rate (determined by substituting the REMIC 3 Net Funds Cap for the applicable Available Funds Cap) for the Corresponding Class of Certificates; provided, however , that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by the quotient of (a) the actual number of days in the Interest Accrual Period, divided by (b) 30.

 

Adjustment Date : As to any Adjustable Rate Mortgage Loan, the first Due Date on which the related Mortgage Rate adjusts as set forth in the related Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as set forth in the related Mortgage Note.

 

Advance : Any P&I Advance or Servicing Advance.

 

Affected Party : As defined in the Swap Agreement.

 

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.

-13-


 

Amounts Held for Future Distribution : As to the Certificates on any Distribution Date, the aggregate amount held in the Collection Account at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries 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.

 

Applied Realized Loss Amount : With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the LIBOR Certificates and the Principal-Only Certificates after distributions of principal on such Certificates on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

 

Appraised Value : The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

 

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 Trustee.

 

Available Funds : With respect to any Distribution Date and the Mortgage Loans to the extent received by the Master Servicer (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 by the Servicer on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received by the Servicer 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 by the Servicer during the related Prepayment Period together with all Compensating Interest paid by the Servicer in connection therewith (excluding any Prepayment Charges); (iv) all Substitution Adjustment Amounts with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; (v) all amounts received with respect to such Distribution Date as the Repurchase Price in respect of a Mortgage Loan repurchased by the Originator or the Sponsor on or prior to the related Determination Date; and (vi) the proceeds with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01; reduced by (y) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which the Servicer, the Depositor, the Master Servicer, the Credit Risk Manager, the Securities Administrator or the Trustee are entitled to be paid or reimbursed pursuant to this Agreement.

 

Available Funds Cap : With respect to the Mortgage Loans as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Mortgage Rate for each Mortgage Loan then in effect at the beginning of the related Due Period (not including for this purpose any Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date) minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the sum of (a) the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) made to the Derivative Counterparty with respect to such Due Period and (b) the Senior Interest Payment Amount accrued on the Class A-IO Certificates and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans as of the beginning of the related Due Period and (ii) 12.

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Back-up Certification : As defined in Section 3.24.

 

Basic Principal Payment Amount : With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Overcollateralization Amount, if any, for such Distribution Date.

 

Basis Risk Carryover Amount : With respect to each Class of LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Interest Rate for any Class of LIBOR Certificates is based upon the Available Funds 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 been calculated (x) as the sum of LIBOR and the applicable Interest Margin on such Class of Certificates for such Distribution Date, over (ii) the amount of interest payable on such Class of Certificates at the Available Funds 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 the applicable Interest Rate for each such Class of Certificates for such Distribution Date. With respect to the Interest-Only Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Interest Rate of the Interest-Only Certificates is based on the Class A-IO Available Funds Cap, the excess of (i) the amount of interest that the Interest-Only Certificates would otherwise have been entitled to receive on such Distribution Date had the Interest Rate equaled 1.50% per annum over (ii) the amount of interest payable on the Interest-Only Certificates if subject to the Class A-IO Available Funds Cap for such Distribution Date and (B) the portion of such excess described in clause (A) for the Interest-Only Certificates from all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to 1.50% per annum.

 

Basis Risk Payment : For any Distribution Date, an amount equal to the lesser of (i) the aggregate of the Basis Risk Carryover Amounts of the LIBOR Certificates and the Interest-Only Certificates for such Distribution Date and (ii) the Class X Distributable Amount (prior to any reduction for Basis Risk Payments).

 

Best’s : Best’s Key Rating Guide, as the same shall be amended from time to time.

 

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, California, Maryland or Minnesota, (b) the Commonwealth of Pennsylvania or any other State in which the Servicer’s servicing operations are located, or (c) any State in which the Corporate Trust Office is located, are authorized or obligated by law or executive order to be closed.

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Cap Account : The sub-account of the Supplemental Interest Trust Account created pursuant to Section 4.06(a).

 

Cap Agreement : The interest rate cap agreement (Reference No. 3253560) entered into by the Supplemental Interest Trust and the Cap Counterparty, dated August 4, 2006, which agreement provides for the monthly payment specified to the Securities Administrator of the Supplemental Interest Trust (for the benefit of Certificateholders) commencing with the Distribution Date in February 2007 and ending on the Distribution Date in August 2013, by the Cap Counterparty, but subject to the conditions set forth therein, together with any schedule, confirmations or other agreements relating thereto, attached as Exhibit P.

 

Cap Amount : With respect to each Distribution Date, the amount of any Cap Payment deposited into the Cap Account.

 

Cap Counterparty : The counterparty to the Supplemental Interest Trust under the Cap Agreement, and any successor in interest or its assigns. Initially, the Cap Counterparty shall be ABN AMRO Bank N.V.

 

Cap Payment : With respect to each Distribution Date, any payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement.

 

Cap Payment Dat e: For as long as the Cap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

 

Cap Replacement Receipts : As defined in Section 4.08(b)(i).

 

Cap Replacement Receipts Account : As defined in Section 4.08(b)(i).

 

Cap Termination Payment : Upon the designation of an “Early Termination Date” as defined in the Cap Agreement, the payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement and any unpaid amounts due on previous Cap Payment Dates and accrued interest thereon as provided in the Cap Agreement, as calculated by the Cap Counterparty and furnished to the Securities Administrator.

 

Cap Termination Receipts : As defined in Section 4.08(b)(i).

 

Cap Termination Receipts Account : As defined in Section 4.08(b)(i).

 

Certificate : Any one of the Certificates executed by the Securities Administrator in substantially the forms attached hereto as exhibits.

 

Certificate Balance : With respect to any Certificate, other than a Class A-IO, Class X, Class P or Class R Certificate, 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 Class M Certificates, reduced by any Applied Realized Loss Amounts allocated to such Class of Certificates pursuant to Section 4.05; 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 any Subsequent Recovery distributed on such Distribution Date (up to the amount of Unpaid Realized Loss Amount for such Class or Classes for such Distribution Date). The Class P Certificates are issued with an initial Class P Principal Amount of $100. The Class X and Class R Certificates have no Certificate Balance. The Class A-IO Certificates are issued with a Class Notional Balance.

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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 100.00% 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 Securities Administrator 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 Parties : As defined in Section 3.24.

 

Certifying Person : As defined in Section 3.24.

 

Class : All Certificates bearing the same class designation as set forth in the Preliminary Statement.

 

Class A-1 Certificates : All Certificates bearing the Class designation of “Class A-1”.

 

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 A-4 Certificates : All Certificates bearing the Class designation of “Class A-4”.

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Class A-5 Certificates : All Certificates bearing the Class designation of “Class A-5”.

 

Class A Certificates : As specified in the Preliminary Statement.

 

Class A-IO Available Funds Cap : With respect to the Class A-IO Certificates and any Distribution Date, a per annum rate equal to (x) the weighted average of the Expense Adjusted Mortgage Rate of the Mortgage Loans then in effect on the beginning of the related Due Period minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period, and the denominator of which is equal to the Pool Balance as of the beginning of the related Due Period and (ii) 12.

 

Class A-IO Certificates : All Certificates bearing the Class designation of “Class A-IO”.

 

Class Certificate Balance : With respect to any Class of LIBOR Certificates and the Principal-Only Certificates and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date. With respect to the Class A-IO, Class X, Class P and Class R Certificates, zero. With respect to any Lower Tier Interest, the initial Class Principal Balance as shown or described in the table set forth in the Preliminary Statement to this Agreement for the issuing REMIC, as reduced by any principal distributed with respect to such Lower Tier Interest and Realized Losses allocated to such Lower Tier Interest.

 

Class I Shortfalls : As defined in Section 8.11 hereof. For purposes of clarity, the Class I Shortfall for any Distribution Date shall equal the amount payable to the Derivative Counterparty on such Distribution Date in excess of the amount payable with respect to the Class LT4-I interest in the Upper Tier REMIC on such Distribution Date, all as further provided in Section 8.11   hereof.

 

Class M Certificates : As specified in the Preliminary Statement.

 

Class M Principal Payment Amount : With respect to any Distribution Date and any Class of Class M Certificates, the lesser of (i) the excess of (a) the Principal Payment Amount over (b) the aggregate amount distributed on that Distribution Date as principal to all Classes of Certificates more senior than that Class of Class M Certificates ( provided , however , for this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be treated as having the same seniority) and (ii) the excess of (a) the sum of the aggregate Class Certificate Balances of all Class of Certificates more senior than that Class of Class M Certificates (after giving effect to all amounts distributed on that Distribution Date to those Classes of more senior certificates ( provided , however , for this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be treated as having the same seniority)) and the Class Certificate Balance of that Class of Class M Certificates immediately prior to that Distribution Date over (b) the lesser of:

 

(x)           the percentage set forth in the table below for the applicable Class of Class M Certificates multiplied by the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date:

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Class

 

Percentage

M-1, M-2 and M-3

 

78.80%*

M-4

 

82.10%

M-5

 

85.20%

M-6

 

88.20%

M-7

 

90.90%

M-8

 

93.40%

M-9

 

94.90%

M-10

 

96.90%

 

and

 

(y)           the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date over 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, until the Class Certificate Balance of that Class of Class M Certificates has been reduced to zero.

_______________

 

*

The amount calculated according to such percentage will be allocated sequentially to the Class M-1, Class M-2 and Class M-3 Certificates.

 

Class M-1 Certificates : All Certificates bearing the Class designation of “Class M-1”.

 

Class M-2 Certificates : All Certificates bearing the Class designation of “Class M-2”.

 

Class M-3 Certificates : All Certificates bearing the Class designation of “Class M-3”.

 

Class M-4 Certificates : All Certificates bearing the Class designation of “Class M-4”.

 

Class M-5 Certificates : All Certificates bearing the Class designation of “Class M-5”.

 

Class M-6 Certificates : All Certificates bearing the Class designation of “Class M-6”.

 

Class M-7 Certificates : All Certificates bearing the Class designation of “Class M-7”.

 

Class M-8 Certificates : All Certificates bearing the Class designation of “Class M-8”.

-19-


 

Class M-9 Certificates : All Certificates bearing the Class designation of “Class M-9”.

 

Class M-10 Certificates : All Certificates bearing the Class designation of “Class M-10”.

 

Class Notional Balance : With respect to each Distribution Date and the related Interest Accrual Period and the Class A-IO Certificates, the lesser of (a) the Pool Balance as of the first day of the related Due Period and (b) the amount set forth in the schedule in Exhibit Z for such Distribution Date.

 

Class P Certificates : All Certificates bearing the Class designation of “Class P”.

 

Class R Certificates : All Certificates bearing the Class designation of “Class R”.

 

Class P Principal Amount : As of the Closing Date, $100.00.

 

Class X Certificates : All Certificates bearing the Class designation of “Class X”.

 

Class X Distributable Amount : With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $ 13,046,439.92 ($13,046,539.92 less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Overcollateralization Reduction Amount.

 

Class X Notional Balance : With respect to any Distribution Date (and the related Interest Accrual Period) the aggregate principal balance of the regular interests in REMIC 3 as specified in the Preliminary Statement hereto.

 

Closing Date : August 4, 2006.

 

Code : The Internal Revenue Code of 1986, including any successor or amendatory provisions.

 

Collection Account : As defined in Section 3.10(a).

 

Commission : The United States Securities and Exchange Commission.

 

Compensating Interest : For any Distribution Date, the lesser of (a) the amount, if any, by which the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to all voluntary Principal Prepayments (excluding any payments made upon liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses for such Distribution Date, and (b) the aggregate amount of the Servicing Fee actually retained by or paid to the Servicer for such Distribution Date.

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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.

 

Corporate Trust Office : With respect to the Securities Administrator, (i) for transfer, presentation or surrender of Certificates, the office at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -HASCO 2006-WMC1, and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services - HASCO 2006-WMC1 or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee. With respect to the Trustee, the designated office of the Trustee in the State of California at which 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, Attention: Trust Administration - HB06W1, facsimile number (714) 247-6329, and its telephone number is (714) 247-6000 and which is also the address to which notices to and correspondence with the Trustee under this Agreement should be directed.

 

Corresponding Class : As described in the Preliminary Statement.

 

Credit 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 Class M Certificates and (ii) the Overcollateralization Amount (assuming the Overcollateralization Amount is not less than zero and in each case after taking into account the distributions of the Principal Payment Amount for such Distribution Date assuming no Trigger Event has occurred) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

 

Credit Risk Manager : Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company, a Colorado corporation, and its successors and assigns.

 

Credit Risk Management Agreement : Each of the Credit Risk Management Agreements, dated as of the Closing Date, entered into by (i) the Servicer and the Credit Risk Manager, and (ii) the Master Servicer and the Credit Risk Manager.

 

Credit Risk Manager’s Fee : With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

 

Credit Risk Manager’s Fee Rate : 0.014% per annum.

 

Cumulative Loss Percentage : With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the calendar month preceding the month in which such Distribution Date occurs and the denominator of which is the Cut-off Date Pool Principal Balance of the Mortgage Loans.

-21-


 

Cumulative Loss Trigger Event : If, with respect to any Distribution Date, 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 loss percentages set forth below with respect to such Distribution Date:

 

Distribution Date Occurring In:

 

Loss Percentage:

 

 

 

August 2008 through July 2009

 

1.45% for the first month, plus an additional 1/12th of 1.85% for each month thereafter

 

 

 

August 2009 through July 2010

 

3.30% for the first month, plus an additional 1/12th of 1.85% for each month thereafter

 

 

 

August 2010 through July 2011

 

5.15% for the first month, plus an additional 1/12th of 1.50% for each month thereafter

 

 

 

August 2011 through July 2012

 

6.65% for the first month, plus an additional 1/12th of 0.80% for each month thereafter

 

 

 

August 2012 and thereafter

 

7.45%

 

Custodial File : The meaning assigned to such term in Section 2.01(a).

 

Custodian : Initially, Wells Fargo, or any successor custodian appointed hereunder.

 

Cut-off Date : July 1, 2006.

 

Cut-off Date Pool Principal Balance : The aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off Date.

 

Cut-off Date Principal Balance : As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

 

Data Tape Information : With respect to each Mortgage Loan, the same information (provided as of the Cut-off Date) included in the data fields specified under the definition of “Mortgage Loan Schedule” in the Master MLPSA, with such additions and modifications as agreed upon by the Originator and the Depositor. A copy of the Master MLPSA is attached as Exhibits Q hereto.

 

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 such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

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Defaulting Party : As defined in the Swap Agreement or Cap Agreement, as applicable.

 

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 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.

 

Delinquency Rate : For any calendar month, a fraction, expressed as a percentage, the numerator of which is the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period).

 

Delinquency Trigger Event : With respect to any Distribution Date on or after the Stepdown Date, the circumstances in which the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date as set forth below for the most senior Class of LIBOR Certificates then outstanding:

 

Class

Percentage

A

37.30%

M-1

45.26%

M-2

56.39%

M-3

66.41%

M-4

78.51%

M-5

94.74%

M-6

118.42%

M-7

152.81%

M-8

208.98%

M-9

268.13%

M-10

430.63%

 

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” (initial notional balance, in the case of the Class A-IO Certificates) or the Percentage Interest appearing on the face thereof.

 

Depositor : HSI Asset Securitization Corporation, a Delaware corporation, and its successors in interest.

-23-


 

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 and the Securities Administrator, 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.

 

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.

 

Derivative Agreement : The Swap Agreement and the Cap Agreement.

 

Derivative Counterparty : Collectively, the Cap Counterparty and the Swap Counterparty.

 

Derivative Payment Date : For so long as either the Cap Agreement or the Swap Agreement is in effect, the Business Day preceding each Distribution Date.

 

Determination Date : With respect to each Remittance Date, the Business Day immediately preceding such Remittance Date.

 

Disqualified Non-U.S. Person : With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Securities Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the transferor and the Securities Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

 

Distribution Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.07(d) in the name of the Securities Administrator as paying agent for the benefit of the Trustee and the Certificateholders and designated “Wells Fargo Bank, N.A. as paying agent in trust for registered holders of HSI Asset Securitization Corporation Trust 2006-WMC1 Mortgage Pass-Through Certificates, Series 2006-WMC1”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Distribution Account Deposit Date : As to any Distribution Date, 12:00 noon New York City time on the third Business Day immediately preceding such Distribution Date.

-24-


 

Distribution Date : The 25th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing in August 2006.

 

Document Certification and Exception Report : The form of 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 such Distribution Date occurs and ending on the first day of the calendar month in which such Distribution Date occurs.

 

EDGAR : The Commission’s Electronic Data Gathering and Retrieval System.

 

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 Securities Administrator.

 

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 at least “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” if the amounts on deposit are to be held in the account for no more than 30 days), “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 each of the Servicer and the Securities Administrator) or long-term unsecured debt obligations 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.

 

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

 

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“ PTE ”) 96-84, 61 Fed. Reg. 58234 (1996), as amended by PTE 97-34, 62 Fed. Reg. 39021 (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) and PTE 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

 

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

 

ERISA-Restricted Derivative Certificate : As specified in the Preliminary Statement.

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Escrow Account : The Eligible Account or Accounts established and maintained by the Servicer pursuant to Section 3.09(b).

 

Escrow Payments : As defined in Section 3.09(b).

 

Event of Default : As defined in Section 7.01.

 

Excess Overcollateralization Amount : With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution Date.

 

Excess Reserve Fund Account : The separate Eligible Account created and maintained by the Securities Administrator under the Supplemental Interest Trust pursuant to Sections 3.07(b) and 3.07(c) in the name of the Securities Administrator as paying agent for the benefit of the LIBOR Certificateholders, the Class A-IO Certificateholders and the Class X Certificateholders and designated “Wells Fargo Bank, N.A. as paying agent in trust for registered holders of HSI Asset Securitization Corporation Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1”. Funds in the Excess Reserve Fund Account shall be held in trust for such Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested. The Excess Reserve Fund Account shall be considered part of the Supplemental Interest Trust but not part of any REMIC.

 

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

Excluded Trust Assets : As defined in the Preliminary Statement.

 

Expense Adjusted Mortgage Rate : With respect to any Distribution Date and as to each Mortgage Loan, the per annum rate equal to the Mortgage Rate as of the first day of the related Due Period less the Expense Fee Rate.

 

Expense Fee Rate : As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate and the Master Servicing Fee Rate.

 

Expense Fees : As to each Mortgage Loan and any Distribution Date, the sum of the Servicing Fee and the Master Servicing Fee.

 

Extra Principal Payment 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, or any successor thereto.

 

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

 

Final Recovery Determination : With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator or the Sponsor as contemplated by this Agreement or the Purchase Agreement, as applicable), 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.

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Final Scheduled Distribution Date : The Final Scheduled Distribution Date for each Class of Certificates (other than the Class A-IO Certificates) is the Distribution Date occurring in July 2036. The Final Scheduled Distribution Date for the Class A-IO Certificates is the Distribution Date occurring in October 2007.

 

Fitch : Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05(c) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - HASCO (HSI Asset Securitization Corporation Trust 2006-WMC1), or such other address as Fitch may hereafter furnish to the Depositor and the Securities Administrator.

 

Fixed Rate Mortgage Loan : A Mortgage Loan with respect to which the Mortgage Rate set forth in the Mortgage Note is fixed for the term of such Mortgage Loan.

 

Form 8-K Disclosure Information : As defined in Section 8.12(a)(iii).

 

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, or any successor thereto.

 

Gross Margin : With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the Index to determine the Mortgage Rate.

 

Independent : When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any Affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any Affiliate of such other Person, (C) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

 

Index : As to each Adjustable Rate Mortgage Loan, the six-month LIBOR index or one-year LIBOR index, as applicable, from time to time in effect for the adjustment of the Mortgage Rate as set forth in the related Mortgage Note.

 

Initial Certification : As defined in Section 2.02.

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Initial Sale Date : The date the Mortgage Loan was purchased by the Sponsor from the Originator under the Master MLPSA.

 

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including, but not limited to, any standard hazard insurance policy, flood insurance policy, earthquake insurance policy, title insurance policy or Primary Mortgage Insurance Policy (if any), including all riders and endorsements thereto in effect, including any replacement policy or policies.

 

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 LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date). For purposes of computing interest accruals on each Class of LIBOR Certificates, each Interest Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. With respect to the Interest-Only Certificates and the Corresponding Class of Lower Tier REMIC Regular Interests and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. For purposes of computing interest accruals on the Interest-Only Certificates and each class of Lower Tier Interests, each Interest Accrual Period shall consist of a thirty day month and each year is assumed to have 360 days.

 

Interest Carry Forward Amount : As of any Distribution Date and any Class of LIBOR Certificates and the Interest-Only Certificates, the sum of (i) the excess of (a) the sum of (x) the Interest Payment Amount with respect to the current Distribution Date (excluding any Basis Risk Carryover Amount with respect to such Class), plus (y) the portion of the Interest Payment Amount from Distribution Dates prior to the current Distribution Date remaining unpaid immediately prior to the current Distribution Date, over (b) the amount actually paid to such Class with respect to interest on such prior Distribution Dates, and (ii) interest on the amount in clause (i) above at the applicable Interest Rate (to the extent permitted by applicable law).

 

Interest Margin : Except as set forth in the following sentence, with respect to each Class of Regular Certificates, the following percentages: Class A-1 Certificates, .050%; Class A-2 Certificates, 0.100%; Class A-3 Certificates, 0.150%; Class A-4 Certificates, 0.250%; Class M-1 Certificates, 0.250%; Class M-2 Certificates, 0.300%; Class M-3 Certificates, 0.320%; Class M-4 Certificates, 0.370%; Class M-5 Certificates, 0.390%; Class M-6 Certificates, 0.460%, Class M-7 Certificates, 0.900%, Class M-8 Certificates, 1.100%, Class M-9 Certificates, 1.950% and Class M-10 Certificates, 2.000%. On the first Distribution Date after the Optional Termination Date, the Interest Margins shall increase to the following percentages: Class A-1 Certificates, 0.100%; Class A-2 Certificates, 0.200%; Class  A-3 Certificates, 0.300%; Class A-4 Certificates, 0.500%; Class M-1 Certificates, 0.375%; Class M-2 Certificates, 0.450%; Class M-3 Certificates, 0.480%; Class M-4 Certificates, 0.555%; Class M-5 Certificates, 0.585%; Class M-6 Certificates, 0.690%, Class M-7 Certificates, 1.350%, Class M-8 Certificates, 1.650%, Class M-9 Certificates, 2.925% and Class M-10 Certificates, 3.000%.

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Interest Payment Amount : With respect to any Distribution Date for each Class of LIBOR Certificates and the Interest-Only Certificates, the amount of interest accrued during the related Interest Accrual Period at the applicable Interest Rate on the related Class Certificate Balance (Class Notional Balance, in the case of the Class A-IO Certificates) immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.02.

 

Interest Rate : For each Class of LIBOR Certificates and the Interest-Only Certificates, each Class of Upper Tier REMIC Regular Interest and each class of Lower Tier Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

 

Interest Remittance Amount : With respect to any Distribution Date, that portion of Available Funds attributable to interest.

 

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.

 

IRS : The Internal Revenue Service.

 

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, Subsequent Recoveries 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

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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, 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 to the Securities Administrator that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

 

Liquidation Proceeds : Cash received in connection with the liquidation of a Liquidated Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise.

 

Loan-to-Value Ratio or LTV : As of any date and as to any Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal balance of the Mortgage Loan to (a) in the case of a purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii) its appraised value at the time of sale or (b) in the case of a refinancing or modification, the appraised value of the Mortgaged Property at the time of the refinancing or modification.

 

London Business Day : Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

 

Lower Tier Interest : An interest in any REMIC formed hereby other than the Upper Tier REMIC.

 

Master MLPSA : The Master Mortgage Loan Purchase and Interim Servicing Agreement between the Originator, as seller, and the Sponsor, as initial purchaser, dated as of May 1, 2006.

 

Master Servicer : Wells Fargo, and if a successor master servicer is appointed hereunder, such successor.

 

Master Servicer Event of Default : As defined in Section 9.06.

 

Master Servicing Fee : As to any Distribution Date and each Mortgage Loan, an amount equal to 1/12 th the product of (a) the Master Servicing Fee Rate and (b) the outstanding Stated Principal Balance of such Mortgage Loan as of the prior Distribution Date (or as of the Cut-off Date in the case of the first Distribution Date).

 

Master Servicing Fee Rate : With respect to any Mortgage Loan, a per annum rate equal to 0.000%.

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Master Servicing Officer : Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans.

 

Maximum Mortgage Rate : With respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in the related Mortgage Note and (ii) is the maximum interest rate to which the Mortgage Rate on such Mortgage Loan may be increased during the lifetime of such Mortgage Loan.

 

MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and its successors in interest.

 

MERS Designated Mortgage Loan : Mortgage Loans for which (a) any party that 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 Originator of the Mortgage Loan, in accordance with the MERS Procedure Manual and (b) the Originator of the Mortgage Loan has designated or will designate the Trustee as the Investor on the MERS System.

 

MERS Procedure Manual : The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.

 

MERS® System : MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

 

MIN : The Mortgage Identification Number of Mortgage Loans registered with MERS on the MERS® System.

 

Minimum Mortgage Rate : With respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in the related Mortgage Note and (ii) is the minimum interest rate to which the Mortgage Rate on such Mortgage Loan may be decreased during the lifetime of such Mortgage Loan.

 

Monthly Statement : The statement made available to the Certificateholders by the Securities Administrator (through its website) pursuant to Section 4.03.

 

Moody’s : Moody’s Investors Service, Inc. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05(c) 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, HASCO (HSI Asset Securitization Corporation Trust Series 2006-WMC1), or such other address as Moody’s may hereafter furnish to the Depositor and the Securities Administrator.

 

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.

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Mortgage Loan : An individual Mortgage Loan that 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 Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, 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 Schedule : A schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee on the Closing Date and referred to on Schedule I, such schedule setting forth the Data Tape Information with respect to each Mortgage Loan.

 

Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

 

Mortgage Rate : The annual rate of interest borne on a Mortgage Note, which shall be adjusted from time to time.

 

Mortgaged Property : With respect to each Mortgage Loan, the real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by the related Mortgage Note.

 

Mortgagor : The obligor(s) on a Mortgage Note.

 

Net Derivative Payment : The net payment required to be made on the Derivative Payment Date either by (a) the Supplemental Interest Trust to the Derivative Counterparty, to the extent that the fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement exceeds the aggregate amount of the corresponding floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any amounts payable by the Derivative Counterparty under the Cap Agreement, or (b) the Derivative Counterparty to the Supplemental Interest Trust, to the extent that the aggregate amount of the floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any such amount payable by the Derivative Counterparty under the Cap Agreement exceeds the corresponding fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement, plus in the case of a payment made under either clause (a) or clause (b) any unpaid amounts due under such clause from previous Derivative Payment Dates, and accrued interest thereon as provided in the applicable Derivative Agreement, as calculated by the Derivative Counterparty and furnished to the Securities Administrator. Any Swap Termination Payment or Cap Termination Payment will be made exclusive of the Net Derivative Payment required to be made by the Derivative Counterparty or Supplemental Interest Trust, as applicable, under the Swap Agreement or the Cap Agreement.

 

Net Monthly Excess Cash Flow : For any Distribution Date, the amount of interest and principal remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

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Net Prepayment Interest Shortfall : For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls for such Distribution Date exceeds the sum of Compensating Interest payments made with respect to such Distribution Date.

 

Net Swap Payment : With respect to each Swap Payment Date, the net payment (not including any Swap Termination Payment) required to be made pursuant to the terms of the Swap Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued interest thereon as provided in the Swap Agreement, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

 

Net WAC Rate : With respect to any Distribution Date (and the related Interest Accrual Period), a per annum rate equal to the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period (not including for this purpose Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date).

 

NIM Issuer : The entity established as the issuer of the NIM Securities.

 

NIM Securities : Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by any Rating Agency.

 

NIM Trustee : The Indenture trustee for the NIM Securities.

 

Non-Delay Certificates : As specified in the Preliminary Statement.

 

Non-Permitted Transferee : A Person other than a Permitted Transferee.

 

Non-U.S. Person : A person that is not a U.S. Person.

 

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 (taking into account Accepted Servicing Practices) of the Servicer, the Master Servicer, as successor servicer, or any successor master servicer including the Trustee, as applicable, 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 accordance with Accepted Servicing Practices, 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 by the Securities Administrator pursuant to Section 11.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

 

Offered Certificates : As specified in the Preliminary Statement.

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Offering Documents : The Prospectus and the Private Placement Memorandum.

 

Officer’s Certificate : A certificate signed by an officer of the Servicer or the Master Servicer, as applicable, with responsibility for the servicing of the Mortgage Loans and listed on a list delivered to the Trustee and the Securities Administrator pursuant to this Agreement.

 

Opinion of Counsel : A written opinion of counsel, who may be in-house counsel for the Servicer or any Subservicer, reasonably acceptable to the Trustee and/or the Securities Administrator, as applicable (and/or such other Persons as may be set forth herein); provided , that any Opinion of Counsel relating to (a) qualification of any REMIC created hereby or (b) compliance with the REMIC Provisions, must be (unless otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in fact independent of the Servicer or the Master Servicer, (ii) does not have any material direct or indirect financial interest in the Servicer or the Master Servicer or in an affiliate of either and (iii) is not connected with the Servicer or the Master Servicer as an officer, employee, director or person performing similar functions.

 

Option to Purchase : On the first Optional Termination Date and any Distribution Date thereafter, the Master Servicer, upon instruction by the Depositor, shall purchase the Mortgage Loans. If the Depositor fails to instruct the Master Servicer to purchase the Mortgage Loans, the Master Servicer has the right and, at its own option, may purchase the Mortgage Loans on the first Distribution Date and any Distribution Date thereafter on which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period is less than or equal to 5.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

 

Optional Termination Date : 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 less than or equal to 10.00% of the Cut-off Date Pool Principal Balance.

 

Originator : WMC Mortgage Corp. and its successors in interest.

 

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 canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and

 

(ii)           Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Securities Administrator 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.

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Overcollateralization 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 LIBOR Certificates and the Principal-Only 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 Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount applicable to such Distribution Date.

 

Overcollateralization Reduction Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash Flow.

 

Overcollateralization Target Amount : Prior to the Stepdown Date, an amount equal to 1.55% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. On and after the Stepdown Date, an amount equal to the greater of (i) 3.10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however , that if, on any Distribution Date a Trigger Event exists, the Overcollateralization Target Amount shall not be reduced to the applicable percentage of then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event no longer exists but rather shall remain the Overcollateralization Target Amount as determined for the immediately preceding Distribution Date. When the Class Certificate Balance of each Class of LIBOR Certificates and the Principal-Only Certificates have been reduced to zero, the Overcollateralization Target Amount will thereafter equal zero.

 

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 Remittance 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 Transfer Date : July 1, 2006.

 

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.

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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 Securities Administrator, 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 F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by Moody’s;

 

(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 Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other 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 Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other 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 managed or advised by the Trustee, the Securities Administrator or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and, if rated by Fitch, “AAA” by Fitch; and

 

(vii)           if previously confirmed in writing to the Securities Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to each of 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 120.00% of the yield to maturity at par of the underlying obligations.

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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 REMIC formed hereby 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.

 

Prepayment Charge : Any prepayment premium, penalty or charge collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment pursuant to the terms of the related Mortgage Note.

 

Prepayment Interest Excess : With respect to any Distribution Date, any interest collected by the Servicer with respect to any Mortgage Loan as to which a Principal Prepayment in Full occurs from the 1st day of the month through the 13th day of the month in which such Distribution Date occurs and that represents interest that accrues from the 1st day of such month to the date of such Principal Prepayment in Full.

 

Prepayment Interest Shortfall : With respect to any Distribution Date, the sum of, for each Mortgage Loan that was, during the portion of the related Prepayment Period from the first day of such Prepayment Period through the last day of the month preceding the month in which such Distribution Date occurs, the subject of a Principal Prepayment which is not accompanied by an amount equal to one month of interest that would have been due on such Mortgage Loan on the Due Date that occurs during such Prepayment Period and which was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding such Due Date, an amount equal to the product of (a) the Mortgage 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 calendar month in which the related Prepayment Period begins.

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Prepayment Period : With respect to any Distribution Date and any Principal Prepayment in Full, the period commencing on the 14th day of the month preceding the month in which such Distribution Date occurs (or in the case of the first Distribution Date, commencing on the Cut-off Date) and ending on the 13th day of the month in which that Distribution Date occurs. With respect to any Distribution Date and any Principal Prepayment in part, the calendar month preceding the month in which such Distribution Date occurs.

 

Primary Mortgage Insurance Policy : Any mortgage guaranty insurance, if any, on an individual Mortgage Loan as evidenced by a policy or certificate, whether such policy is obtained by the Originator, the lender or the borrower.

 

Principal-Only Certificate : Any Class A-5 Certificate.

 

Principal Payment Amount : For any Distribution Date, the sum of (i) the Basic Principal Payment Amount for such Distribution Date and (ii) the Extra Principal Payment Amount for such Distribution Date.

 

Principal Prepayment : Any full or partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) that is received in advance of its scheduled Due Date, excluding any Prepayment Charge thereon, and that 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.

 

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, and all Subsequent Recoveries, actually collected by the Servicer during the related Prepayment Period; (iv) the portion of the Repurchase Price allocable to principal with respect to each Mortgage Loan repurchased by the Originator or the Sponsor, as the case may be, that was repurchased on or prior to the related Determination Date; and (v) all Substitution Adjustment Amounts allocable to principal with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; (vi) the allocable portion of the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01 (to the extent such proceeds relate to principal).

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Private Certificates : As specified in the Preliminary Statement.

 

Private Placement Memorandum : The Private Placement Memorandum, dated August 3, 2006, relating to the offering of the Class M-10 Certificates.

 

Prospectus : The Prospectus, dated April 3, 2006, as supplemented by the Prospectus Supplement.

 

Prospectus Supplement : The Prospectus Supplement, dated August 3, 2006, relating to the Offered Certificates.

 

PTCE : As defined in Section 5.02(b).

 

Purchase Agreement : The Mortgage Loan Purchase Agreement, dated as of July 1, 2006, between the Depositor and the Sponsor.

 

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 and the Securities Administrator. 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 12.05(c), 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 and the Securities Administrator.

 

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.

 

Record Date : With respect to any Distribution Date and any Certificate other than an Interest-Only Certificate, the close of business on the Business Day immediately preceding such Distribution Date; provided, however , that, for any Certificate issued in definitive form and for any Interest-Only Certificate, 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 (or, in the case of the first Distribution Date, the Closing Date).

 

Reference Bank : As defined in Section 4.04.

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Regulation AB : Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Regulation S: Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

 

Regulation S Investment Letter: As defined in Section 5.02(b).

 

Regular Certificates : As specified in the Preliminary Statement.

 

Relevant Servicing Criteria : The Servicing Criteria applicable to the parties having reporting obligations hereunder, as set forth on Exhibit S attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to any Servicing Function Participant engaged by the Master Servicer, the Securities Administrator, the Custodian or the Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

 

Relief Act Interest Shortfall : With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest 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 applicable similar state statutes.

 

REMIC : Each pool of assets in the Trust Fund designated as a REMIC pursuant to the Preliminary Statement.

 

REMIC 1 : As described in the Preliminary Statement.

 

REMIC 2 : As described in the Preliminary Statement.

 

REMIC 3 : As described in the Preliminary Statement.

 

REMIC 3 Net Funds Cap : For any Distribution Date (and the related Interest Accrual Period) and any Class of LIBOR Certificates, an amount equal to (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest), weighted in proportion to their Class Certificate Balances as of the beginning of the related Interest Accrual Period, multiplied by (ii) the quotient of (a) 30, divided by (b) the actual number of days in the Interest Accrual Period.

 

REMIC 4 : As described in the Preliminary Statement.

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REMIC A-IO Available Funds Cap : For any Distribution Date (and the related Interest Accrual Period) and the Class A-IO Certificates the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 weighted in proportion to their Class Certificate Balances at the beginning of the related Interest Accrual Period.

 

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, the 18 th day of the month in which such Distribution Date occurs, or, if the 18 th is not a Business Day, the immediately succeeding Business Day.

 

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 Rate net of the applicable 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 3.17 by any income from the REO Property treated as a recovery of principal).

 

REO Mortgage Loan : A Mortgage Loan where title to the related Mortgaged Property has been obtained by the Servicer in the name of the Trustee on behalf of the Certificateholders.

 

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)(iii).

 

Reporting Servicer : As defined in Section 8.12(a)(ii).

 

Repurchase Price : With respect to any Mortgage Loan, 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 Rate from the last date through which interest has been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances, and (iv) all expenses incurred by the Master Servicer, the Servicer or Trustee arising out of the Master Servicer’s, the Servicer’s or Trustee’s enforcement of the Originator’s or Sponsor’s repurchase obligation hereunder.

 

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.

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Responsible Officer : When used with respect to the Trustee, the Securities Administrator, the Master Servicer, any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate, or any other officer of the Trustee, the Securities Administrator or the Master Servicer 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.

 

Rolling Three Month Delinquency Rate : With respect to any Distribution Date, the average of the Delinquency Rates for each of the three (or one or two, in the case of the first and second Distribution Dates) immediately preceding calendar months.

 

Rule 144A Investment Letter : As defined in Section 5.02(b).

 

Sarbanes-Oxley Act : The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

 

Sarbanes-Oxley Certification : A written certification signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act is amended, (b) the Rules referred to in clause (ii) are modified or superseded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Sarbanes-Oxley Act, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous that then form of the required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

 

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