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
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
|
|
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
|
|
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
|
|
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
|
|
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
|
|
|
Form of
Class A and Class M Certificates
|
|
|
Form of
Class P Certificate
|
|
|
Form of
Class R Certificate
|
|
|
Form of
Class X Certificate
|
|
|
Form of Initial
Certification of Custodian
|
|
|
Form of
Document Certification and Exception Report of Custodian
|
|
|
Form of
Residual Transfer Affidavit
|
|
|
Form of
Transferor Certificate
|
|
|
Form of
Rule 144A Investment Letter
|
|
|
Form of
Regulation S Investment Letter
|
|
|
Form of Request
for Release
|
|
|
Contents for
Each Mortgage File
|
|
|
Form of
Sarbanes-Oxley Certification to be Provided by Master Servicer (or
other Certification Party) signing Form 10-K
|
|
|
Form of
Servicer (or Servicing Function Participant) Back-Up
Certification
|
|
|
Standard File
Layout - Master Servicing (Form of Monthly Remittance
Advice)
|
|
|
Standard File
Layout for Delinquency Reporting
|
|
|
Form 332
Realized Loss Report
|
|
|
Master Mortgage
Loan Purchase and Interim Servicing Agreement
|
|
|
Form of Loss
Severity Report
|
|
|
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
|
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)
|
|
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)
|
|
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.
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.
|
|
|
REMIC 1 Class
Designation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REMIC 1 Class
Designation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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”):
|
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.
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
|
|
|
|
(1)
|
|
$370,019,000
|
|
|
|
|
|
(2)
|
|
$ 90,908,000
|
|
|
|
|
|
(3)
|
|
$167,427,000
|
|
|
|
|
|
(4)
|
|
$ 45,810,000
|
|
|
|
|
|
(5)
|
|
$ 8,000,000
|
|
|
|
|
|
(6)
|
|
$210,415,000
|
|
|
|
|
|
(7)
|
|
$ 28,195,000
|
|
|
|
|
|
(7)
|
|
$ 26,091,000
|
|
|
|
|
|
(7)
|
|
$ 15,992,000
|
|
|
|
|
|
(7)
|
|
$ 13,887,000
|
|
|
|
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
|
|
|
|
(7)
|
|
$ 13,046,000
|
|
|
|
|
|
(7)
|
|
$ 12,625,000
|
|
|
|
|
|
(7)
|
|
$ 11,362,000
|
|
|
|
|
|
(7)
|
|
$ 10,521,000
|
|
|
|
|
|
(7)
|
|
$ 6,312,000
|
|
|
|
|
|
(7)
|
|
$ 8,417,000
|
|
|
|
|
|
(8)
|
|
(8)
|
|
|
|
|
|
(9)
|
|
(9)
|
|
|
|
|
|
(10)
|
|
(10)
|
|
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
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
|
|
|
The Class A-5
Interest is a principal-only interest that will not accrue interest
on its Class Certificate Balance.
|
|
|
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.
|
|
|
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.
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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.
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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.
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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.
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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.
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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:
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Book-Entry
Certificates
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All Classes of
Certificates other than the Physical Certificates.
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Class A
Certificates
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Class A-IO,
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
Certificates.
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Class M
Certificates
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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.
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Delay
Certificates
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The Class A-IO
Certificates.
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ERISA-Restricted
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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.
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ERISA-Restricted
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Any Offered
Certificate prior to the termination of the Cap Agreement and the
Swap Agreement.
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Interest-Only
Certificates
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The Class A-IO
Certificates.
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LIBOR
Certificates
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Collectively,
the Class A-1, Class A-2, Class A-3, Class A-4
Certificates and any Class M Certificate.
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Non-Delay
Certificates
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The Class A
Certificates (other than the Class A-IO Certificates), the
Class M Certificates and Class X Certificates.
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Offered
Certificates
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All Classes of
Certificates other than the Private Certificates.
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Principal-Only
Certificates
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The Class A-5
Certificates.
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Physical
Certificates
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Class P,
Class X and Class R Certificates.
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Private
Certificates
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Class M-10,
Class P, Class X and Class R
Certificates.
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Rating
Agencies
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Fitch,
Moody’s and Standard & Poor’s.
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Regular
Certificates
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All Classes of
Certificates other than the Class R Certificates.
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Residual
Certificates
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Class R
Certificates.
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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.
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.
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.
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.
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.
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”.
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
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Percentage
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78.80%*
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82.10%
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85.20%
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88.20%
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90.90%
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93.40%
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94.90%
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96.90%
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(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.
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The amount
calculated according to such percentage will be allocated
sequentially to the Class M-1, Class M-2 and Class M-3
Certificates.
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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”.
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.
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.
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.
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.
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.
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.
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.
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.
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%.
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.
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%.
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.
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).
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.
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.
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.
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.
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.
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).
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.
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.
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.
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 |