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POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

POOLING AND SERVICING AGREEMENT | Document Parties: FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF11 | WELLS FARGO BANK, N.A | HSI ASSET SECURITIZATION CORPORATION | DEUTSCHE BANK NATIONAL TRUST COMPANY You are currently viewing:
This Pooling and Servicing Agreement involves

FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF11 | WELLS FARGO BANK, N.A | HSI ASSET SECURITIZATION CORPORATION | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware     Date: 9/28/2006

POOLING AND SERVICING AGREEMENT, Parties: first franklin mortgage loan trust 2006-ff11 , wells fargo bank  n.a , hsi asset securitization corporation , deutsche bank national trust company
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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

 

 

 

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 Mortgage Loan Seller 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

80

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.

83

Section 3.25

Master Servicer to Act as Servicer

84

Section 3.26

Compensating Interest

85

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

88

Section 4.03

Monthly Statements to Certificateholders

93

Section 4.04

Certain Matters Relating to the Determination of LIBOR

96

Section 4.05

Allocation of Applied Realized Loss Amounts

96

Section 4.06

Supplemental Interest Trust.

96

Section 4.07

Rights of the Swap Counterparty.

98

Section 4.08

Termination Receipts.

98

 

ARTICLE V

 

THE CERTIFICATES

 

 

 

Section 5.01

The Certificates

100

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates

101

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

107

Section 5.04

Persons Deemed Owners

107

Section 5.05

Access to List of Certificateholders’ Names and Addresses

107

Section 5.06

Maintenance of Office or Agency

108

 

 

 

-ii-


 

ARTICLE VI

 

THE DEPOSITOR AND THE SERVICER

 

 

 

Section 6.01

Respective Liabilities of the Depositor and the Servicer

108

Section 6.02

Merger or Consolidation of the Depositor or the Servicer

108

Section 6.03

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

108

Section 6.04

Limitation on Resignation of the Servicer.

109

Section 6.05

Additional Indemnification by the Servicer; Third Party Claims.

109

Section 6.06

Compliance with Regulation AB; Cooperation of Parties

110

 

ARTICLE VII

 

DEFAULT

 

 

 

Section 7.01

Events of Default

111

Section 7.02

Master Servicer to Act; Appointment of Successor

113

Section 7.03

Notification to Certificateholders

115

 

ARTICLE VIII

 

CONCERNING THE TRUSTEE

 

 

 

Section 8.01

Duties of the Trustee

115

Section 8.02

Certain Matters Affecting the Trustee

116

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

118

Section 8.04

Trustee May Own Certificates

118

Section 8.05

Trustee’s Fees Indemnification and Expenses

118

Section 8.06

Eligibility Requirements for the Trustee

119

Section 8.07

Resignation and Removal of the Trustee

120

Section 8.08

Successor Trustee

120

Section 8.09

Merger or Consolidation of the Trustee

121

Section 8.10

Appointment of Co-Trustee or Separate Trustee

121

Section 8.11

Tax Matters

122

Section 8.12

Commission Reporting

126

Section 8.13

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

 

 

 

Section 9.01

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

133

 

 

 

-iii-


 

Section 9.02

[Reserved]

135

Section 9.03

[Reserved]

135

Section 9.04

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

135

Section 9.05

Representations and Warranties of the Master Servicer

135

Section 9.06

Master Servicer Events of Default

136

Section 9.07

Waiver of Default.

138

Section 9.08

Successor to the Master Servicer.

138

Section 9.09

Compensation of the Master Servicer.

139

Section 9.10

Merger or Consolidation.

139

Section 9.11

Resignation of the Master Servicer.

140

Section 9.12

Assignment or Delegation of Duties by the Master Servicer.

140

Section 9.13

Limitation on Liability of the Master Servicer.

140

Section 9.14

Indemnification; Third Party Claims.

141

 

ARTICLE X

 

CONCERNING THE SECURITIES ADMINISTRATOR

 

 

 

Section 10.01

Duties of Securities Administrator.

141

Section 10.02

Certain Matters Affecting the Securities Administrator.

142

Section 10.03

Securities Administrator Not Liable for Certificates or Mortgage Loans.

144

Section 10.04

Securities Administrator May Own Certificates.

145

Section 10.05

Securities Administrator’s Fees and Expenses.

145

Section 10.06

Eligibility Requirements for Securities Administrator.

146

Section 10.07

Resignation and Removal of Securities Administrator.

146

Section 10.08

Successor Securities Administrator.

147

Section 10.09

Merger or Consolidation of Securities Administrator.

148

Section 10.10

Assignment or Delegation of Duties by the Securities Administrator.

148

 

ARTICLE XI

 

TERMINATION

 

 

 

Section 11.01

Termination upon Liquidation or Purchase of the Mortgage Loans

148

Section 11.02

Final Distribution on the Certificates

149

Section 11.03

Additional Termination Requirements

150

 

ARTICLE XII

 

MISCELLANEOUS PROVISIONS

 

 

 

Section 12.01

Amendment

151

Section 12.02

Recordation of Agreement; Counterparts

153

Section 12.03

Governing Law

153

Section 12.04

Intention of Parties

154

Section 12.05

Notices

155

 

 

-iv-


 

 

Section 12.06

Severability of Provisions

156

Section 12.07

Assignment

156

Section 12.08

Limitation on Rights of Certificateholders

156

Section 12.09

Inspection and Audit Rights

157

Section 12.10

Certificates Nonassessable and Fully Paid

157

Section 12.11

Rule of Construction

157

Section 12.12

Waiver of Jury Trial

158

 

 

 

-v-


 

 

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

 

Exhibit A

Form of Class A and Class M Certificates

Exhibit B

Form of Class P Certificate

Exhibit C

Form of Class R Certificate

Exhibit D

Form of Class X Certificate

Exhibit E

Form of Initial Certification of Custodian

Exhibit F

Form of Document Certification and Exception Report of Custodian

Exhibit G

Form of Residual Transfer Affidavit

Exhibit H

Form of Transferor Certificate

Exhibit I-A

Form of Rule 144A Investment Letter

Exhibit I-B

Form of Regulation S Investment Letter

Exhibit J

Form of Request for Release

Exhibit K

Contents for Each Mortgage File

Exhibit L

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

Exhibit M

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

Exhibit N-1

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

Exhibit N-2

Standard File Layout for Delinquency Reporting

Exhibit N-3

Form 332 Realized Loss Report

 

 

-vi-


 

Exhibit O

Form of Swap Agreement

Exhibit P

Form of Cap Agreement

Exhibit Q

Master Mortgage Loan Purchase and Interim Servicing Agreement

Exhibit R-1

[Reserved]

Exhibit R-2

[Reserved]

Exhibit R-3

[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

 

 

 

 

 

-vii-


 

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

 

$

55,610,779.65

 

 

(1)

 

LT1-F1

 

$

12,176,096.50

 

 

(2)

 

LT1-V1

 

$

12,176,096.50

 

 

(3)

 

LT1-F2

 

$

15,286,754.00

 

 

(2)

 

LT1-V2

 

$

15,286,754.00

 

 

(3)

 

LT1-F3

 

$

18,381,829.50

 

 

(2)

 

LT1-V3

 

$

18,381,829.50

 

 

(3)

 

LT1-F4

 

$

21,431,563.00

 

 

(2)

 

LT1-V4

 

$

21,431,563.00

 

 

(3)

 

LT1-F5

 

$

24,404,919.00

 

 

(2)

 

LT1-V5

 

$

24,404,919.00

 

 

(3)

 

LT1-F6

 

$

27,270,082.50

 

 

(2)

 

LT1-V6

 

$

27,270,082.50

 

 

(3)

 

LT1-F7

 

$

29,994,815.00

 

 

(2)

 

LT1-V7

 

$

29,994,815.00

 

 

(3)

 

LT1-F8

 

$

32,546,960.50

 

 

(2)

 

LT1-V8

 

$

32,546,960.50

 

 

(3)

 

LT1-F9

 

$

34,882,913.50

 

 

(2)

 

LT1-V9

 

$

34,882,913.50

 

 

(3)

 

LT1-F10

 

$

33,207,493.50

 

 

(2)

 

LT1-V10

 

$

33,207,493.50

 

 

(3)

 

LT1-F11

 

$

31,612,764.00

 

 

(2)

 

LT1-V11

 

$

31,612,764.00

 

 

(3)

 

LT1-F12

 

$

30,094,697.00

 

 

(2)

 

LT1-V12

 

$

30,094,697.00

 

 

(3)

 

LT1-F13

 

$

28,649,603.50

 

 

(2)

 

LT1-V13

 

$

28,649,603.50

 

 

(3)

 

LT1-F14

 

$

27,273,972.00

 

 

(2)

 

LT1-V14

 

$

27,273,972.00

 

 

(3)

 

LT1-F15

 

$

25,964,425.00

 

 

(2)

 

LT1-V15

 

$

25,964,425.00

 

 

(3)

 

LT1-F16

 

$

24,717,819.00

 

 

(2)

 

LT1-V16

 

$

24,717,819.00

 

 

(3)

 

LT1-F17

 

$

23,531,162.00

 

 

(2)

 

LT1-V17

 

$

23,531,162.00

 

 

(3)

 

LT1-F18

 

$

22,401,534.50

 

 

(2)

 

LT1-V18

 

$

22,401,534.50

 

 

(3)

 

LT1-F19

 

$

21,392,021.00

 

 

(2)

 

 

-2-


 

 

Class Designation

 

Initial Principal Balance

 

 

Interest Rate

 

LT1-V19

 

$

21,392,021.00

 

 

(3)

 

LT1-F20

 

$

36,387,031.50

 

 

(2)

 

LT1-V20

 

$

36,387,031.50

 

 

(3)

 

LT1-F21

 

$

32,866,223.00

 

 

(2)

 

LT1-V21

 

$

32,866,223.00

 

 

(3)

 

LT1-F22

 

$

29,681,993.00

 

 

(2)

 

LT1-V22

 

$

29,681,993.00

 

 

(3)

 

LT1-F23

 

$

26,855,815.00

 

 

(2)

 

LT1-V23

 

$

26,855,815.00

 

 

(3)

 

LT1-F24

 

$

24,289,196.00

 

 

(2)

 

LT1-V24

 

$

24,289,196.00

 

 

(3)

 

LT1-F25

 

$

14,745,241.50

 

 

(2)

 

LT1-V25

 

$

14,745,241.50

 

 

(3)

 

LT1-F26

 

$

13,935,865.50

 

 

(2)

 

LT1-V26

 

$

13,935,865.50

 

 

(3)

 

LT1-F27

 

$

13,176,868.00

 

 

(2)

 

LT1-V27

 

$

13,176,868.00

 

 

(3)

 

LT1-F28

 

$

16,049,019.00

 

 

(2)

 

LT1-V28

 

$

16,049,019.00

 

 

(3)

 

LT1-F29

 

$

14,797,345.00

 

 

(2)

 

LT1-V29

 

$

14,797,345.00

 

 

(3)

 

LT1-F30

 

$

13,654,579.00

 

 

(2)

 

LT1-V30

 

$

13,654,579.00

 

 

(3)

 

LT1-F31

 

$

12,610,396.50

 

 

(2)

 

LT1-V31

 

$

12,610,396.50

 

 

(3)

 

LT1-F32

 

$

11,655,507.50

 

 

(2)

 

LT1-V32

 

$

11,655,507.50

 

 

(3)

 

LT1-F33

 

$

10,781,553.00

 

 

(2)

 

LT1-V33

 

$

10,781,553.00

 

 

(3)

 

LT1-F34

 

$

9,974,904.50

 

 

(2)

 

LT1-V34

 

$

9,974,904.50

 

 

(3)

 

LT1-F35

 

$

7,949,746.50

 

 

(2)

 

LT1-V35

 

$

7,949,746.50

 

 

(3)

 

LT1-F36

 

$

7,496,725.50

 

 

(2)

 

LT1-V36

 

$

7,496,725.50

 

 

(3)

 

LT1-F37

 

$

7,069,875.50

 

 

(2)

 

LT1-V37

 

$

7,069,875.50

 

 

(3)

 

LT1-F38

 

$

6,667,669.50

 

 

(2)

 

LT1-V38

 

$

6,667,669.50

 

 

(3)

 

LT1-F39

 

$

6,288,669.50

 

 

(2)

 

LT1-V39

 

$

6,288,669.50

 

 

(3)

 

LT1-F40

 

$

5,931,439.00

 

 

(2)

 

LT1-V40

 

$

5,931,439.00

 

 

(3)

 

LT1-F41

 

$

5,594,876.50

 

 

(2)

 

LT1-V41

 

$

5,594,876.50

 

 

(3)

 

LT1-F42

 

$

94,877,606.00

 

 

(2)

 

LT1-V42

 

$

94,877,606.00

 

 

(3)

 

LT1-R

 

 

(4)

 

 

(4)

 

 

 

-3-


 

 

(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”):

 

 

-4-


 

 

 

REMIC 2

Lower Tier

Class Designation

 

REMIC 2

Lower Tier

Interest Rate

 

Initial Class

Principal Amount

 

Corresponding Class of Certificate(s)

 

Class LT2-I-A-1

 

 

(1)

 

 

(4)

 

 

I-A-1

 

Class LT2-I-A-2

 

 

(1)

 

 

(4)

 

 

I-A-2

 

Class LT2-II-A1

 

 

(1)

 

 

(4)

 

 

II-A-1

 

Class LT2-II-A2

 

 

(1)

 

 

(4)

 

 

II-A-2

 

Class LT2-II-A3

 

 

(1)

 

 

(4)

 

 

II-A-3

 

Class LT2-II-A4

 

 

(1)

 

 

(4)

 

 

II-A-4

 

Class LT2-M1

 

 

(1)

 

 

(4)

 

 

M-1

 

Class LT2-M2

 

 

(1)

 

 

(4)

 

 

M-2

 

Class LT2-M3

 

 

(1)

 

 

(4)

 

 

M-3

 

Class LT2-M4

 

 

(1)

 

 

(4)

 

 

M-4

 

Class LT2-M5

 

 

(1)

 

 

(4)

 

 

M-5

 

Class LT2-M6

 

 

(1)

 

 

(4)

 

 

M-6

 

Class LT2-M7

 

 

(1)

 

 

(4)

 

 

M-7

 

Class LT2-M8

 

 

(1)

 

 

(4)

 

 

M-8

 

Class LT2-M9

 

 

(1)

 

 

(4)

 

 

M-9

 

Class LT2-M10

 

 

(1)

 

 

(4)

 

 

M-10

 

Class LT2-Q

 

 

(1)

 

 

(5)

 

 

N/A

 

Class LT2-IO

 

 

(2)

 

 

(2)

 

 

N/A

 

Class LT2-R

 

 

(3)

 

 

(3)

 

 

R

 

___________________________

 

(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.

 

Distribution Dates

 

REMIC

1 Class Designation

 

2

 

 

Class LT1-F1

 

2-3

 

 

Class LT1-F2

 

2-4

 

 

Class LT1-F3

 

2-5

 

 

Class LT1-F4

 

2-6

 

 

Class LT1-F5

 

2-7

 

 

Class LT1-F6

 

2-8

 

 

Class LT1-F7

 

2-9

 

 

Class LT1-F8

 

2-10

 

 

Class LT1-F9

 

2-11

 

 

Class LT1-F10

 

2-12

 

 

Class LT1-F11

 

2-13

 

 

Class LT1-F12

 

2-14

 

 

Class LT1-F13

 

 

-5-


 

 

Distribution Dates

 

REMIC

1 Class Designation

 

2-15

 

 

Class LT1-F14

 

2-16

 

 

Class LT1-F15

 

2-17

 

 

Class LT1-F16

 

2-18

 

 

Class LT1-F17

 

2-19

 

 

Class LT1-F18

 

2-20

 

 

Class LT1-F19

 

2-21

 

 

Class LT1-F20

 

2-22

 

 

Class LT1-F21

 

2-23

 

 

Class LT1-F22

 

2-24

 

 

Class LT1-F23

 

2-25

 

 

Class LT1-F24

 

2-26

 

 

Class LT1-F25

 

2-27

 

 

Class LT1-F26

 

2-28

 

 

Class LT1-F27

 

2-29

 

 

Class LT1-F28

 

2-30

 

 

Class LT1-F29

 

2-31

 

 

Class LT1-F30

 

2-32

 

 

Class LT1-F31

 

2-33

 

 

Class LT1-F32

 

2-34

 

 

Class LT1-F33

 

2-35

 

 

Class LT1-F34

 

2-36

 

 

Class LT1-F35

 

2-37

 

 

Class LT1-F36

 

2-38

 

 

Class LT1-F37

 

2-39

 

 

Class LT1-F38

 

2-40

 

 

Class LT1-F39

 

2-41

 

 

Class LT1-F40

 

2-42

 

 

Class LT1-F41

 

2-43

 

 

Class LT1-F42

 

 

 

(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

 

 

-6-


 

 

 

(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)

 

$

538,016,000

 

 

Class I-A-1(11)

 

Class I-A-2

 

 

(2)

 

$

134,504,000

 

 

Class I-A-2(11)

 

Class II-A-1

 

 

(3)

 

$

430,785,000

 

 

Class II-A-1(11)

 

Class II-A-2

 

 

(4)

 

$

137,869,000

 

 

Class II-A-2(11)

 

Class II-A-3

 

 

(5)

 

$

223,711,000

 

 

Class II--A-3(11)

 

Class II-A-4

 

 

(6)

 

$

58,581,000

 

 

Class II--A-4(11)

 

Class M-1

 

 

(7)

 

$

64,609,000

 

 

Class M-1(11)

 

Class M-2

 

 

(7)

 

$

57,118,000

 

 

Class M-2(11)

 

Class M-3

 

 

(7)

 

$

34,646,000

 

 

Class M-3(11)

 

Class M-4

 

 

(7)

 

$

31,836,000

 

 

Class M-4(11)

 

Class M-5

 

 

(7)

 

$

29,964,000

 

 

Class M-5(11)

 

Class M-6

 

 

(7)

 

$

26,218,000

 

 

Class M-6(11)

 

Class M-7

 

 

(7)

 

$

26,218,000

 

 

Class M-7(11)

 

Class M-8

 

 

(7)

 

$

20,600,000

 

 

Class M-8(11)

 

Class M-9

 

 

(7)

 

$

17,791,000

 

 

Class M-9(11)

 

Class M-10

 

 

(7)

 

$

18,727,000

 

 

Class M-10(11)

 

Class X

 

 

(8)

 

 

(8)

 

 

Class X

 

Class R

 

 

(9)

 

 

(9)

 

 

Class R

 

Class P

 

 

(10)

 

 

(10)

 

 

Class P

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-7-


 

 

(1)

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.

 

(2)

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.

 

(3)

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.

 

-8-


 

 

 

 

(4)

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

 

(5)

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

 

(6)

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

 

(7)

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Interests will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap. For purposes of the REMIC Provisions, the reference to Class M Available Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 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.

 

-9-


 

 

 

 

(8)

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.

 

(9)

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

 

(10)

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

 

(11)

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

 

The minimum denomination for each Class of Certificates, other than the Class P, Class R and the Class X Certificates, will be $25,000 of Certificate Balance ($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:

 

 

 

Book-Entry Certificates

 

All Classes of Certificates other than the Physical Certificates.

 

 

 

 

-10-


 

 

Class A 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 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.

Group I Certificates

 

Collectively, the Class I-A-I and Class I-A-2 Certificates.

 

 

 

Group II Certificates

 

Collectively, the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4, Certificates.

 

 

 

LIBOR Certificates

 

All Classes of Certificates other than the Private Certificates.

 

 

 

Offered Certificates

 

All Classes of Certificates other than the Private Certificates.

 

 

 

Physical Certificates

 

Class P, Class X and Class R Certificates.

 

 

 

Private Certificates

 

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

 

 

 

Rating Agencies

 

Fitch, Moody’s and Standard & Poor’s.

 

 

 

Regular Certificates

 

All Classes of Certificates other than the Class R Certificates.

 

 

 

Residual Certificates

 

Class R Certificates.

 

ARTICLE I

 

DEFINITIONS

 

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

 

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

 

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

 

-11-


 

 

 

 

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.

 

-12-


 

 

 

 

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.

 

-13-


 

 

 

 

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.

 

-14-


 

 

 

 

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.

 

-15-


 

 

 

 

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.

 

-16-


 

 

 

 

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

 

 

79.40%*

 

M-4

 

 

82.80

%

M-5

 

 

86.00

%

M-6

 

 

88.80

%

M-7

 

 

91.60

%

M-8

 

 

93.80

%

M-9

 

 

95.70

%

M-10

 

 

97.70

%

 

 

 

-17-


 

 

and

 

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

_______________

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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”.

 

-18-


 

 

 

 

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.

 

-19-


 

 

 

 

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.

 

-20-


 

 

 

 

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

 

 

41.50

%

M-1

 

 

50.92

%

M-2

 

 

63.70

%

M-3

 

 

75.14

%

M-4

 

 

90.00

%

M-5

 

 

110.57

%

M-6

 

 

138.21

%

M-7

 

 

184.28

%

M-8

 

 

249.67

%

M-9

 

 

359.99

%

M-10

 

 

673.02

%

 

 

 

-21-


 

 

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