EXECUTION
HSI ASSET SECURITIZATION
CORPORATION,
Depositor,
FIRST FRANKLIN FINANCIAL
CORPORATION,
Mortgage Loan Seller,
WELLS FARGO BANK, N.A.,
Servicer, Master Servicer,
Securities Administrator and Custodian,
and
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of August 1,
2006
FIRST FRANKLIN MORTGAGE LOAN TRUST
2006-FF11
MORTGAGE PASS-THROUGH
CERTIFICATES,
SERIES 2006-FF11
TABLE OF CONTENTS
Page
|
ARTICLE I
|
|
|
|
DEFINITIONS
|
|
|
|
ARTICLE II
|
|
|
|
CONVEYANCE OF MORTGAGE
LOANS;
|
|
REPRESENTATIONS AND
WARRANTIES
|
|
|
|
|
|
|
Conveyance of
Mortgage Loans
|
49
|
|
|
Acceptance by
the Custodian of the Mortgage Loans
|
53
|
|
|
Representations, Warranties and Covenants of the
Mortgage Loan Seller and the Servicer; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans
|
54
|
|
|
Execution and
Delivery of Certificates
|
57
|
|
|
|
58
|
|
|
Representations
and Warranties of the Depositor
|
58
|
|
|
|
ARTICLE III
|
|
|
|
ADMINISTRATION AND
SERVICING
|
|
OF MORTGAGE LOANS
|
|
|
|
|
|
|
Servicer to Service Mortgage Loans
|
59
|
|
|
Subservicing Agreements between Servicer and
Subservicers; Use of Subcontractors
|
61
|
|
|
|
63
|
|
|
Liability of the Servicer
|
63
|
|
|
No Contractual Relationship between Subservicers
and the Master Servicer
|
63
|
|
|
Assumption or Termination of Subservicing
Agreements by Master Servicer
|
63
|
|
|
Collection of Certain Mortgage Loan
Payments
|
64
|
|
|
|
67
|
|
|
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts
|
67
|
|
|
|
68
|
|
|
Withdrawals from the Collection
Account
|
69
|
|
|
Investment of Funds in the Collection Account,
Escrow Accounts and the Distribution Account
|
71
|
|
|
Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage
|
72
|
|
|
Enforcement of Due-On-Sale Clauses; Assumption
Agreements
|
73
|
|
|
Realization upon Defaulted Mortgage
Loans
|
74
|
|
|
Release of Mortgage Files
|
76
|
|
|
Title, Conservation and Disposition of REO
Property
|
77
|
|
|
Notification of Adjustments
|
78
|
|
|
Access to Certain Documentation and Information
Regarding the Mortgage Loans
|
79
|
|
|
Documents, Records and Funds in Possession of
the Servicer to Be Held for the Trustee
|
79
|
|
|
|
80
|
|
|
Report on Assessment of Compliance with Relevant
Servicing Criteria.
|
80
|
|
|
Report on Attestation of Compliance with
Relevant Servicing Criteria.
|
81
|
|
|
Annual Officer’s Certificates.
|
83
|
|
|
Master Servicer to Act as Servicer
|
84
|
|
|
|
85
|
|
|
Credit Reporting; Gramm-Leach-Bliley
Act
|
85
|
|
|
|
85
|
|
|
Notifications to Parties.
|
85
|
|
|
|
85
|
|
|
|
ARTICLE IV
|
|
|
|
DISTRIBUTIONS AND
|
|
ADVANCES BY THE SERVICER
|
|
|
|
|
|
|
|
86
|
|
|
Priorities of Distribution
|
88
|
|
|
Monthly Statements to
Certificateholders
|
93
|
|
|
Certain Matters Relating to the Determination of
LIBOR
|
96
|
|
|
Allocation of Applied Realized Loss
Amounts
|
96
|
|
|
Supplemental Interest Trust.
|
96
|
|
|
Rights of the Swap Counterparty.
|
98
|
|
|
|
98
|
|
|
|
ARTICLE V
|
|
|
|
THE CERTIFICATES
|
|
|
|
|
|
|
|
100
|
|
|
Certificate Register; Registration of Transfer
and Exchange of Certificates
|
101
|
|
|
Mutilated, Destroyed, Lost or Stolen
Certificates
|
107
|
|
|
|
107
|
|
|
Access to List of Certificateholders’
Names and Addresses
|
107
|
|
|
Maintenance of Office or Agency
|
108
|
|
ARTICLE VI
|
|
|
|
THE DEPOSITOR AND THE
SERVICER
|
|
|
|
|
|
|
Respective Liabilities of the Depositor and the
Servicer
|
108
|
|
|
Merger or Consolidation of the Depositor or the
Servicer
|
108
|
|
|
Limitation on Liability of the Depositor, the
Servicer and Others.
|
108
|
|
|
Limitation on Resignation of the
Servicer.
|
109
|
|
|
Additional Indemnification by the Servicer;
Third Party Claims.
|
109
|
|
|
Compliance with Regulation AB; Cooperation of
Parties
|
110
|
|
|
|
ARTICLE VII
|
|
|
|
DEFAULT
|
|
|
|
|
|
|
|
111
|
|
|
Master Servicer to Act; Appointment of
Successor
|
113
|
|
|
Notification to Certificateholders
|
115
|
|
|
|
ARTICLE VIII
|
|
|
|
CONCERNING THE TRUSTEE
|
|
|
|
|
|
|
|
115
|
|
|
Certain Matters Affecting the Trustee
|
116
|
|
|
Trustee Not Liable for Certificates or Mortgage
Loans
|
118
|
|
|
Trustee May Own Certificates
|
118
|
|
|
Trustee’s Fees Indemnification and
Expenses
|
118
|
|
|
Eligibility Requirements for the
Trustee
|
119
|
|
|
Resignation and Removal of the
Trustee
|
120
|
|
|
|
120
|
|
|
Merger or Consolidation of the
Trustee
|
121
|
|
|
Appointment of Co-Trustee or Separate
Trustee
|
121
|
|
|
|
122
|
|
|
|
126
|
|
|
Tax Classification of the Excess Reserve Fund
Account and the Supplemental Interest Trust
|
133
|
|
|
|
ARTICLE IX
|
|
|
|
ADMINISTRATION OF THE MORTGAGE
LOANS
|
|
BY THE MASTER SERVICER
|
|
|
|
|
|
|
Duties of the Master Servicer; Enforcement of
Servicer’s Obligations.
|
133
|
|
|
|
135
|
|
|
|
135
|
|
|
Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
|
135
|
|
|
Representations and Warranties of the Master
Servicer
|
135
|
|
|
Master Servicer Events of Default
|
136
|
|
|
|
138
|
|
|
Successor to the Master Servicer.
|
138
|
|
|
Compensation of the Master Servicer.
|
139
|
|
|
|
139
|
|
|
Resignation of the Master Servicer.
|
140
|
|
|
Assignment or Delegation of Duties by the Master
Servicer.
|
140
|
|
|
Limitation on Liability of the Master
Servicer.
|
140
|
|
|
Indemnification; Third Party Claims.
|
141
|
|
|
|
ARTICLE X
|
|
|
|
CONCERNING THE SECURITIES
ADMINISTRATOR
|
|
|
|
|
|
|
Duties of Securities Administrator.
|
141
|
|
|
Certain Matters Affecting the Securities
Administrator.
|
142
|
|
|
Securities Administrator Not Liable for
Certificates or Mortgage Loans.
|
144
|
|
|
Securities Administrator May Own
Certificates.
|
145
|
|
|
Securities Administrator’s Fees and
Expenses.
|
145
|
|
|
Eligibility Requirements for Securities
Administrator.
|
146
|
|
|
Resignation and Removal of Securities
Administrator.
|
146
|
|
|
Successor Securities Administrator.
|
147
|
|
|
Merger or Consolidation of Securities
Administrator.
|
148
|
|
|
Assignment or Delegation of Duties by the
Securities Administrator.
|
148
|
|
|
|
ARTICLE XI
|
|
|
|
TERMINATION
|
|
|
|
|
|
|
Termination upon Liquidation or Purchase of the
Mortgage Loans
|
148
|
|
|
Final Distribution on the
Certificates
|
149
|
|
|
Additional Termination Requirements
|
150
|
|
|
|
ARTICLE XII
|
|
|
|
MISCELLANEOUS PROVISIONS
|
|
|
|
|
|
|
|
151
|
|
|
Recordation of Agreement;
Counterparts
|
153
|
|
|
|
153
|
|
|
|
154
|
|
|
|
155
|
|
|
Severability of Provisions
|
156
|
|
|
|
156
|
|
|
Limitation on Rights of
Certificateholders
|
156
|
|
|
Inspection and Audit Rights
|
157
|
|
|
Certificates Nonassessable and Fully
Paid
|
157
|
|
|
|
157
|
|
|
|
158
|
|
SCHEDULES
|
|
|
Schedule I
|
Mortgage Loan
Schedule
|
|
Schedule II
|
Representations
and Warranties of the Servicer as to Corporate Matters
|
|
Schedule III
|
Representations
and Warranties of the Mortgage Loan Seller as to Corporate
Matters
|
|
Schedule IV
|
Representations
and Warranties of the Mortgage Loan Seller with respect to the
Individual Mortgage Loans
|
|
EXHIBITS
|
|
|
|
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
|
|
|
Form of Swap
Agreement
|
|
|
Form of Cap
Agreement
|
|
|
Master Mortgage
Loan Purchase and Interim Servicing Agreement
|
|
|
[Reserved]
|
|
|
[Reserved]
|
|
|
[Reserved]
|
|
Exhibit
R-4
|
[Reserved]
|
|
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
|
THIS POOLING AND SERVICING AGREEMENT, dated as
of August 1, 2006, among HSI ASSET SECURITIZATION CORPORATION, as
depositor (the “ Depositor ”), FIRST FRANKLIN
FINANCIAL CORPORATION, as mortgage loan seller (the “
Mortgage Loan Seller ”), 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 ”) 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 obligations to pay Class I Shortfalls
(collectively, the “ Excluded Trust Assets ”)
shall elect that two segregated asset pools within the Trust Fund
be treated for federal income tax purposes as comprising three real
estate mortgage investment conduits under Section 860D of the Code
(each a “ REMIC ” or, in the alternative,
“REMIC 1,” REMIC 2” and “REMIC 3,”
REMIC 3 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 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 2, other than the
Class LT2-R interest, and each such Lower Tier Interest is hereby
designated as a regular interest in REMIC 2 for purposes of the
REMIC Provisions. REMIC 2 shall hold as its assets the
uncertificated Lower Tier Interests in REMIC 1, other than the
Class LT1-R interest, 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 and REMIC 2 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
|
|
|
|
|
|
(1)
|
|
|
LT1-F1
|
|
|
|
|
|
(2)
|
|
|
LT1-V1
|
|
|
|
|
|
(3)
|
|
|
LT1-F2
|
|
|
|
|
|
(2)
|
|
|
LT1-V2
|
|
|
|
|
|
(3)
|
|
|
LT1-F3
|
|
|
|
|
|
(2)
|
|
|
LT1-V3
|
|
|
|
|
|
(3)
|
|
|
LT1-F4
|
|
|
|
|
|
(2)
|
|
|
LT1-V4
|
|
|
|
|
|
(3)
|
|
|
LT1-F5
|
|
|
|
|
|
(2)
|
|
|
LT1-V5
|
|
|
|
|
|
(3)
|
|
|
LT1-F6
|
|
|
|
|
|
(2)
|
|
|
LT1-V6
|
|
|
|
|
|
(3)
|
|
|
LT1-F7
|
|
|
|
|
|
(2)
|
|
|
LT1-V7
|
|
|
|
|
|
(3)
|
|
|
LT1-F8
|
|
|
|
|
|
(2)
|
|
|
LT1-V8
|
|
|
|
|
|
(3)
|
|
|
LT1-F9
|
|
|
|
|
|
(2)
|
|
|
LT1-V9
|
|
|
|
|
|
(3)
|
|
|
LT1-F10
|
|
|
|
|
|
(2)
|
|
|
LT1-V10
|
|
|
|
|
|
(3)
|
|
|
LT1-F11
|
|
|
|
|
|
(2)
|
|
|
LT1-V11
|
|
|
|
|
|
(3)
|
|
|
LT1-F12
|
|
|
|
|
|
(2)
|
|
|
LT1-V12
|
|
|
|
|
|
(3)
|
|
|
LT1-F13
|
|
|
|
|
|
(2)
|
|
|
LT1-V13
|
|
|
|
|
|
(3)
|
|
|
LT1-F14
|
|
|
|
|
|
(2)
|
|
|
LT1-V14
|
|
|
|
|
|
(3)
|
|
|
LT1-F15
|
|
|
|
|
|
(2)
|
|
|
LT1-V15
|
|
|
|
|
|
(3)
|
|
|
LT1-F16
|
|
|
|
|
|
(2)
|
|
|
LT1-V16
|
|
|
|
|
|
(3)
|
|
|
LT1-F17
|
|
|
|
|
|
(2)
|
|
|
LT1-V17
|
|
|
|
|
|
(3)
|
|
|
LT1-F18
|
|
|
|
|
|
(2)
|
|
|
LT1-V18
|
|
|
|
|
|
(3)
|
|
|
LT1-F19
|
|
|
|
|
|
(2)
|
|
|
Class
Designation
|
|
Initial Principal
Balance
|
|
Interest
Rate
|
|
|
LT1-V19
|
|
|
|
|
|
(3)
|
|
|
LT1-F20
|
|
|
|
|
|
(2)
|
|
|
LT1-V20
|
|
|
|
|
|
(3)
|
|
|
LT1-F21
|
|
|
|
|
|
(2)
|
|
|
LT1-V21
|
|
|
|
|
|
(3)
|
|
|
LT1-F22
|
|
|
|
|
|
(2)
|
|
|
LT1-V22
|
|
|
|
|
|
(3)
|
|
|
LT1-F23
|
|
|
|
|
|
(2)
|
|
|
LT1-V23
|
|
|
|
|
|
(3)
|
|
|
LT1-F24
|
|
|
|
|
|
(2)
|
|
|
LT1-V24
|
|
|
|
|
|
(3)
|
|
|
LT1-F25
|
|
|
|
|
|
(2)
|
|
|
LT1-V25
|
|
|
|
|
|
(3)
|
|
|
LT1-F26
|
|
|
|
|
|
(2)
|
|
|
LT1-V26
|
|
|
|
|
|
(3)
|
|
|
LT1-F27
|
|
|
|
|
|
(2)
|
|
|
LT1-V27
|
|
|
|
|
|
(3)
|
|
|
LT1-F28
|
|
|
|
|
|
(2)
|
|
|
LT1-V28
|
|
|
|
|
|
(3)
|
|
|
LT1-F29
|
|
|
|
|
|
(2)
|
|
|
LT1-V29
|
|
|
|
|
|
(3)
|
|
|
LT1-F30
|
|
|
|
|
|
(2)
|
|
|
LT1-V30
|
|
|
|
|
|
(3)
|
|
|
LT1-F31
|
|
|
|
|
|
(2)
|
|
|
LT1-V31
|
|
|
|
|
|
(3)
|
|
|
LT1-F32
|
|
|
|
|
|
(2)
|
|
|
LT1-V32
|
|
|
|
|
|
(3)
|
|
|
LT1-F33
|
|
|
|
|
|
(2)
|
|
|
LT1-V33
|
|
|
|
|
|
(3)
|
|
|
LT1-F34
|
|
|
|
|
|
(2)
|
|
|
LT1-V34
|
|
|
|
|
|
(3)
|
|
|
LT1-F35
|
|
|
|
|
|
(2)
|
|
|
LT1-V35
|
|
|
|
|
|
(3)
|
|
|
LT1-F36
|
|
|
|
|
|
(2)
|
|
|
LT1-V36
|
|
|
|
|
|
(3)
|
|
|
LT1-F37
|
|
|
|
|
|
(2)
|
|
|
LT1-V37
|
|
|
|
|
|
(3)
|
|
|
LT1-F38
|
|
|
|
|
|
(2)
|
|
|
LT1-V38
|
|
|
|
|
|
(3)
|
|
|
LT1-F39
|
|
|
|
|
|
(2)
|
|
|
LT1-V39
|
|
|
|
|
|
(3)
|
|
|
LT1-F40
|
|
|
|
|
|
(2)
|
|
|
LT1-V40
|
|
|
|
|
|
(3)
|
|
|
LT1-F41
|
|
|
|
|
|
(2)
|
|
|
LT1-V41
|
|
|
|
|
|
(3)
|
|
|
LT1-F42
|
|
|
|
|
|
(2)
|
|
|
LT1-V42
|
|
|
|
|
|
(3)
|
|
|
LT1-R
|
|
|
|
|
|
(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) 10.70% 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) 10.70%.
|
|
|
(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 Premiums collected
during the preceding Prepayment Period to the Class LT1-F42 and
Class LT1-V42 Lower Tier Interests, respectively.
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 Class LT2-R interest) is hereby
designated as a regular interest in REMIC 2 (the “REMIC 2
Regular Interests”):
|
|
|
|
|
|
|
Corresponding Class of
Certificate(s)
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(5)
|
|
|
|
|
|
|
|
|
(2)
|
|
|
(2)
|
|
|
|
|
|
|
|
|
(3)
|
|
|
(3)
|
|
|
|
|
___________________________
|
|
(1)
|
For any
Distribution Date (and the related Interest Accrual Period) the
interest rate for each of these Lower Tier Interests in REMIC 2 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 Class LT2-IO Interest is entitled to a portion of the
interest accruals on a Lower Tier Interest in REMIC 1 having an
“F” in its class designation, as described in footnote
two 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)
|
The Class
LT2-IO 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 Class LT2-IO shall be entitled to
interest accrued on the Lower Tier Interest in REMIC 1 listed in
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.
|
|
|
(3)
|
The Class LT2-R
interest is the sole class of residual interests in REMIC 2. It
does not have an interest rate or a principal balance.
|
|
|
(4)
|
This Lower Tier
Interest shall have an initial class principal amount equal to
one-half of the initial Class Principal Amount of its Corresponding
Class of Certificates.
|
|
|
(5)
|
This Lower Tier
Interest shall have an initial class principal amount equal to the
excess of (i) the Pool Stated Principal Balance as of the Cut-off
Date, over (ii) the aggregate initial Class Principal Amount of
each other regular interest in REMIC 2 (other than any
interest-only Lower Tier Interest).
|
On each Distribution Date, interest shall be
distributed on the Lower Tier Interests in REMIC 2 based on the
above-described interest rates; provided, however , that
interest that accrues on the Class LT2-Q Interest shall be deferred
in an amount equal to one-half of the increase, if any, in the
Overcollateralization Amount for such Distribution Date. Any
interest so deferred shall itself bear interest at the interest
rate for the Class LT2-Q Interest. An amount equal to the interest
so deferred shall be distributed as additional principal on the
other Lower Tier Interests in REMIC 2 having a principal balance in
the manner described under priority (a) below.
On each Distribution Date principal shall be
distributed, and Realized Losses shall be allocated, among the
Lower Tier Interests in REMIC 2 in the following order of
priority:
(a) First, to the Class LT2-I-A-1, Class LT2-I-A-2,
Class LT2-II-A1, Class LT2-II-A2, Class LT2-II-A3, Class LT2-II-A4,
Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class
LT2-M5, Class LT2-M6, Class LT2-M7, Class LT2-M8, Class LT2-M9, and
Class LT2-M10 Interests until the principal balance of each such
Lower Tier Interest equals one-half of the Class Principal Amount
of the Corresponding Class of Certificates immediately after such
Distribution Date; and
(b) Second, to the Class LT2-Q Interests, any
remaining amounts.
On each Distribution Date, the Securities
Administrator shall be deemed to have distributed the Prepayment
Premiums passed through with respect to the Class LT1-F42 and Class
LT1-V42 Lower Tier Interests in REMIC 1 on such Distribution Date
to the Class LT2-Q Interest.
Upper
Tier REMIC
The Upper Tier REMIC shall issue the following
Classes of Upper Tier REMIC Regular Interests and each such
interest, other than the Class R Interest, is hereby designated as
a regular interest in the Upper Tier REMIC.
Upper Tier
REMIC
|
Upper Tier
REMIC
Class Designation
|
|
Upper Tier REMIC Interest
Rate and Corresponding Class Interest Rate
|
|
Initial Upper Tier REMIC
Principal Amount and Corresponding Class Certificate Balance
or Class Notional Balance
|
|
Corresponding
Class of
Certificates
|
|
|
Class I-A-1
|
|
|
(1)
|
|
|
|
|
|
Class
I-A-1(11)
|
|
|
Class I-A-2
|
|
|
(2)
|
|
|
|
|
|
Class
I-A-2(11)
|
|
|
Class II-A-1
|
|
|
(3)
|
|
|
|
|
|
Class
II-A-1(11)
|
|
|
Class II-A-2
|
|
|
(4)
|
|
|
|
|
|
Class
II-A-2(11)
|
|
|
Class II-A-3
|
|
|
(5)
|
|
|
|
|
|
Class
II--A-3(11)
|
|
|
Class
II-A-4
|
|
|
(6)
|
|
|
|
|
|
Class
II--A-4(11)
|
|
|
Class M-1
|
|
|
(7)
|
|
|
|
|
|
Class
M-1(11)
|
|
|
Class M-2
|
|
|
(7)
|
|
|
|
|
|
Class
M-2(11)
|
|
|
Class M-3
|
|
|
(7)
|
|
|
|
|
|
Class
M-3(11)
|
|
|
Class M-4
|
|
|
(7)
|
|
|
|
|
|
Class
M-4(11)
|
|
|
Class M-5
|
|
|
(7)
|
|
|
|
|
|
Class
M-5(11)
|
|
|
Class M-6
|
|
|
(7)
|
|
|
|
|
|
Class
M-6(11)
|
|
|
Class M-7
|
|
|
(7)
|
|
|
|
|
|
Class
M-7(11)
|
|
|
Class M-8
|
|
|
(7)
|
|
|
|
|
|
Class
M-8(11)
|
|
|
Class M-9
|
|
|
(7)
|
|
|
|
|
|
Class
M-9(11)
|
|
|
Class M-10
|
|
|
(7)
|
|
|
|
|
|
Class
M-10(11)
|
|
|
Class X
|
|
|
(8)
|
|
|
(8)
|
|
|
Class
X
|
|
|
Class R
|
|
|
(9)
|
|
|
(9)
|
|
|
Class
R
|
|
|
Class P
|
|
|
(10)
|
|
|
(10)
|
|
|
Class
P
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Class I-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 Group I Available Funds Cap or
(b) after the Optional Termination Date, the lesser of
(i) LIBOR plus the applicable Interest Margin and
(ii) the Group I Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group I Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class I-A-1
Certificates exceeds the REMIC 2 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 I-A-1 Certificates is based on the Group I Available
Funds Cap, the amount of interest that would have accrued on the
Class I-A-1 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group I Available Funds Cap shall be treated as
having been paid by the Class I-A-1 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof.
|
|
|
The Class I-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 Group I Available Funds Cap or
(b) after the Optional Termination Date, the lesser of
(i) LIBOR plus the applicable Interest Margin and
(ii) the Group I Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group I Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class I-A-2
Certificates exceeds the REMIC 2 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 I-A-2 Certificates is based on the Group I Available
Funds Cap, the amount of interest that would have accrued on the
Class I-A-2 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group I Available Funds Cap shall be treated as
having been paid by the Class I-A-2 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof.
|
|
|
The Class
II-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 Group II Available
Funds Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus the applicable Interest Margin and
(ii) the Group II Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group II Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class II-A-1
Certificates exceeds the REMIC 2 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 II-A-1 Certificates is based on the Group II Available
Funds Cap, the amount of interest that would have accrued on the
Class II-A-1 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group II Available Funds Cap shall be treated
as having been paid by the Class II-A-1 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof.
|
|
|
The Class
II-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 Group II Available
Funds Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus the applicable Interest Margin and
(ii) the Group II Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group II Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class II-A-2
Certificates exceeds the REMIC 2 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 II-A-2 Certificates is based on the Group II Available
Funds Cap, the amount of interest that would have accrued on the
Class II-A-2 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group II Available Funds Cap shall be treated
as having been paid by the Class II-A-2 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof
|
|
|
The Class
II-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 Group II Available
Funds Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus the applicable Interest Margin and
(ii) the Group II Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group II Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class II-A-3
Certificates exceeds the REMIC 2 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 II-A-3 Certificates is based on the Group II Available
Funds Cap, the amount of interest that would have accrued on the
Class II-A-3 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group II Available Funds Cap shall be treated
as having been paid by the Class II-A-3 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof
|
|
|
The Class
II-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 Group II Available
Funds Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus the applicable Interest Margin and
(ii) the Group II Available Funds Cap. For purposes of the
REMIC Provisions, the reference to “Group II Available Funds
Cap” in clause (ii) of the preceding sentence shall be deemed
a reference to the REMIC 2 Net Funds Cap; therefore, on any
Distribution Date on which the Interest Rate for the Class II-A-4
Certificates exceeds the REMIC 2 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 II-A-4 Certificates is based on the Group II Available
Funds Cap, the amount of interest that would have accrued on the
Class II-A-4 Certificates if the REMIC 2 Net Funds Cap were
substituted for the Group II Available Funds Cap shall be treated
as having been paid by the Class II-A-4 Certificateholders to the
Supplemental Interest Trust, all pursuant to and as further
provided in Section 8.11 hereof
|
|
|
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 2 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 2 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 2 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.
|
|
|
For purposes of
the REMIC Provisions, the Class X Interest shall have an initial
principal balance of $21,536,821.65 (initial overcollateralization
of $21,536,921.65 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 2, 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) the weighted average of the interest rates on the Lower
Tier Interests in REMIC 2 (other than any interest-only regular
interest) over (ii) the Adjusted Lower Tier WAC. The second
notional component represents the right to receive all
distributions in respect of the Class LT2-IO in REMIC 2 (the
“LT3-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, Swap
Account, Cap Agreement, and Cap Account, and (iii) an interest in
the notional principal contracts described in Section 8.11
hereof.
|
|
|
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, and Class LT2-R
Interests.
|
|
|
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.
|
|
|
Each of these
Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but
also the right to receive payments from (i) the Excess Reserve Fund
Account in respect of any Basis Risk Carryover Amounts and (ii) the
Supplemental Interest Trust in respect of proceeds from the
Derivative Agreements. For federal income tax purposes, the
Securities Administrator will treat a Certificateholder’s
right to receive payments from the Excess Reserve Fund Account as
payments made pursuant to an a notional principal contract written
by the Class X Certificateholders.
|
The minimum denomination for each Class of
Certificates, other than the Class P, Class R and the
Class X Certificates, will be $25,000 of Certificate Balance
($100,000 with respect to initial investors resident in a Member
State of the European Economic Area subject to the EU 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:
|
|
|
|
|
|
|
All Classes of
Certificates other than the Physical Certificates.
|
|
|
|
|
|
|
|
Class I-A-1,
Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3 and
Class II-A-4 Certificates.
|
|
|
|
|
|
|
|
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and
Class M-10 Certificates.
|
|
|
|
|
ERISA-Restricted Certificates
|
|
Any Class M,
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.
|
|
|
|
|
ERISA-Restricted Derivative
Certificates
|
|
Any Class A
Certificate prior to the termination of the Cap Agreement and the
Swap Agreement.
|
|
|
|
Collectively,
the Class I-A-I and Class I-A-2 Certificates.
|
|
|
|
|
|
|
|
Collectively,
the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4,
Certificates.
|
|
|
|
|
|
|
|
All Classes of
Certificates other than the Private Certificates.
|
|
|
|
|
|
|
|
All Classes of
Certificates other than the Private Certificates.
|
|
|
|
|
|
|
|
Class P,
Class X and Class R Certificates.
|
|
|
|
|
|
|
|
Class M-10,
Class P, Class X and Class R
Certificates.
|
|
|
|
|
|
|
|
Fitch,
Moody’s and Standard & Poor’s.
|
|
|
|
|
|
|
|
All Classes of
Certificates other than the Class R Certificates.
|
|
|
|
|
|
|
|
|
ARTICLE
I
DEFINITIONS
Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
10-K Filing Deadline: As defined in Section
8.12(a)(ii).
Accepted Servicing Practices
: With respect to any Mortgage Loan
and the Servicer, the servicing and administration of such Mortgage
Loan (i) in the same manner in which, and with the same care,
skill, prudence and diligence with which the Servicer generally
services and administers similar mortgage loans with similar
mortgagors (A) for other third parties, giving due
consideration to customary and usual standards of practice of
prudent institutional residential mortgage lenders servicing their
own mortgage loans or (B) held in the Servicer’s own
portfolio, whichever standard is higher, and (ii) in
accordance with applicable local, state and federal laws, rules and
regulations.
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 LT2-I-A-1, LT2-I-A-2, LT2-II-A-1, LT2-II-A-2,
LT2-II-A-3, LT2-II-A-4, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4,
LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9, LT2-M-10 and LT2-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 LT2-Q Interest to a cap of 0.00%,
and by subjecting the rate on each of the Class LT2-I-A-1,
LT2-I-A-2, LT2-II-A-1, LT2-II-A-2, LT2-II-A-3, LT2-II-A-4, LT2-M-1,
LT2-M-2, LT2-M-3, LT2-M-4, LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8,
LT2-M-9 and LT2-M-10 Interests to a cap that corresponds to the
Interest Rate (determined by substituting the REMIC 2 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 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 Mortgage Loan Seller 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 Securities
Administrator or the Trustee are entitled to be paid or reimbursed
pursuant to this Agreement.
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 Group I
Available Funds Cap, the Group II Available Funds Cap or the Class
M Available Funds Cap, as applicable, the excess of (i) the
amount of interest such Class of Certificates would otherwise
be entitled to receive on such Distribution Date had such Interest
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, in the case of any Group I
Certificates, based on the Group I Available Funds Cap, Class of
Group II Certificates, based on the Group II Available Funds Cap
and in the case of any Class of Class M Certificates, based on the
Class M Available Funds Cap 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.
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 (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 attached as
Exhibit P and comprised of the Master Agreement, confirmation and
schedule (Reference No. 3432446) entered into by the Supplemental
Interest Trust and the Cap Counterparty, dated September 6, 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 March 2007 and ending on the Distribution Date in September
2013, by the Cap Counterparty, but subject to the conditions set
forth therein.
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 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.
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 I-A-1 Certificates
: All Certificates bearing the Class
designation of “Class I-A-1”.
Class I-A-2 Certificates
: All Certificates bearing the Class
designation of “Class I-A-2”.
Class II-A-1 Certificates
: All Certificates bearing the Class
designation of “Class II-A-1”.
Class II-A-2 Certificates
: All Certificates bearing the Class
designation of “Class II-A-2”.
Class II--A-3 Certificates
: All Certificates bearing the Class
designation of “Class II--A-1”.
Class II--A-4 Certificates
: All Certificates bearing the Class
designation of “Class II--A-2”.
Class A Certificates
: As specified in the Preliminary
Statement.
Class Certificate Balance
: With respect to any Class of LIBOR
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 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 LT3-I interest in the Upper Tier REMIC on such
Distribution Date, all as further provided in Section
8.11 hereof.
Class M Available Funds Cap
: With respect to the Class M
Certificates as of any Distribution Date, a per annum rate equal to
the weighted average of the Group I Available Funds Cap and the
Group II Available Funds Cap, weighted on the basis of the Group
Subordinate Amount for the Group I Mortgage Loans and the Group
Subordinate Amount for the Group II Mortgage Loans,
respectively.
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:
|
Class
|
|
Percentage
|
|
|
M-1, M-2 and
M-3
|
|
|
|
|
|
M-4
|
|
|
|
|
|
M-5
|
|
|
|
|
|
M-6
|
|
|
|
|
|
M-7
|
|
|
|
|
|
M-8
|
|
|
|
|
|
M-9
|
|
|
|
|
|
M-10
|
|
|
|
|
(y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for that Distribution Date
over 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date, until the
Class Certificate Balance of that Class of Class M
Certificates has been reduced to zero.
*The amount calculated according to such
percentage will be allocated sequentially to the Class M-1, Class
M-2 and Class M-3 Certificates.
Class M-1 Certificates
: All Certificates bearing the Class
designation of “Class M-1”.
Class M-2 Certificates
: All Certificates bearing the Class
designation of “Class M-2”.
Class M-3 Certificates
: All Certificates bearing the Class
designation of “Class M-3”.
Class M-4 Certificates
: All Certificates bearing the Class
designation of “Class M-4”.
Class M-5 Certificates
: All Certificates bearing the Class
designation of “Class M-5”.
Class M-6 Certificates
: All Certificates bearing the Class
designation of “Class M-6”.
Class M-7 Certificates
: All Certificates bearing the Class
designation of “Class M-7”.
Class M-8 Certificates
: All Certificates bearing the Class
designation of “Class M-8”.
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
: Not applicable.
Class P Certificates
: All Certificates bearing the Class
designation of “Class P”.
Class P Principal Amount
: As of the Closing Date,
$100.00.
Class R Certificates
: All Certificates bearing the Class
designation of “Class R”.
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
$21,536,821.65 ($21,536,921.65 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 2 as specified in the Preliminary
Statement hereto.
Closing Date : September 6, 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
-FFML 2006-FF11, and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services - FFML 2006-FF11 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 - FF06FB,
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.
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:
|
|
September 2008
through August 2009
|
|
1.30% for the
first month, plus an additional 1/12th of
1.65% for each
month thereafter
|
|
September 2009
through August 2010
|
|
2.95% for the
first month, plus an additional 1/12th of
1.65% for each
month thereafter
|
|
September 2010
through August 2011
|
|
4.60% for the
first month, plus an additional 1/12th of
1.35% for each
month thereafter
|
|
September 2011
through August 2012
|
|
5.95% for the
first month, plus an additional 1/12th of
0.75% for each
month thereafter
|
|
September 2012
and thereafter
|
|
6.70%
|
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 : August 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 Mortgage Loan Seller 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
|
|
|
|
|
|
M-1
|
|
|
|
|
|
M-2
|
|
|
|
|
|
M-3
|
|
|
|
|
|
M-4
|
|
|
|
|
|
M-5
|
|
|
|
|
|
M-6
|
|
|
|
|
|
M-7
|
|
|
|
|
|
M-8
|
|
|
|
|
|
M-9
|
|
|
|
|
|
M-10
|
|
|
|
|
Denomination : With respect to each Certificate, the amount
set forth on the face thereof as the “Initial Certificate
Balance of this Certificate” or the Percentage Interest
appearing on the face thereof.
Depositor : 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 n |