Exhibit 4.1
MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC.
Depositor
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
Servicer
WELLS FARGO BANK, N.A.
Master Servicer, Trust Administrator
and Custodian
and
U.S. BANK NATIONAL
ASSOCIATION
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of September 1,
2006
MASTR Asset Backed Securities Trust
2006-WMC3
Mortgage Pass-Through
Certificates
Series 2006-WMC3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms.
SECTION 1.02. Allocation
of Certain Interest Shortfalls.
SECTION 1.03. Rights of
the NIMS Insurer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance
of the Mortgage Loans.
SECTION 2.02. Acceptance
of REMIC I by Trustee.
SECTION 2.03. Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
SECTION 2.05.
Representations, Warranties and Covenants of the Servicer and
the Master Servicer.
SECTION 2.06. Conveyance
of REMIC Regular Interests and Acceptance of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI by the
Trustee; Issuance of Certificates.
SECTION 2.07. Issuance of
Class R Certificates and Class R-X Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
SECTION 3.01. Servicer to
Act as Servicer.
SECTION 3.02.
Sub-Servicing Agreements Between Servicer and
Sub-Servicers.
SECTION 3.03. Successor
Sub-Servicers.
SECTION 3.04. Liability of
the Servicer.
SECTION 3.05. No
Contractual Relationship Between Sub-Servicers and the Trustee, the
Trust Administrator, the NIMS Insurer or
Certificateholders.
SECTION 3.06. Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
SECTION 3.07. Collection
of Certain Mortgage Loan Payments.
SECTION 3.08.
Sub-Servicing Accounts.
SECTION 3.09. Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
SECTION 3.10. Collection
Account.
SECTION 3.11. Withdrawals
from the Collection Account.
SECTION 3.12. Investment
of Funds in the Collection Account.
SECTION 3.13.
[Reserved].
SECTION 3.14. Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
SECTION 3.15. Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16. Realization
Upon Defaulted Mortgage Loans.
SECTION 3.17. Trustee to
Cooperate; Release of Mortgage Files.
SECTION 3.18. Servicing
Compensation.
SECTION 3.19. Reports;
Collection Account Statements.
SECTION 3.20. Statement as
to Compliance.
SECTION 3.21. Assessments
of Compliance and Attestation Reports.
SECTION 3.22. Access to
Certain Documentation.
SECTION 3.23. Title,
Management and Disposition of REO Property.
SECTION 3.24. Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
SECTION 3.25. Obligations
of the Servicer in Respect of Monthly Payments.
SECTION 3.26. Advance
Facility
SECTION 3.27. Late
Remittance.
ARTICLE IIIA
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
SECTION 3A.01. Master
Servicer to Act as Master Servicer
SECTION 3A.02.
[Reserved].
SECTION 3A.03. Monitoring
of Servicer.
SECTION 3A.04. Fidelity
Bond
SECTION 3A.05. Power to
Act; Procedures.
SECTION 3A.06. Due on Sale
Clauses; Assumption Agreements.
SECTION 3A.07.
[Reserved].
SECTION 3A.08. Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
SECTION 3A.09. Compensation
for the Master Servicer.
SECTION 3A.10. Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
SECTION 3A.11. Distribution
Account.
SECTION 3A.12. Permitted
Withdrawals and Transfers from the Distribution Account.
SECTION 3A.13. Late
Remittance.
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
SECTION 4.01.
Distributions.
SECTION 4.02. Statements
to Certificateholders.
SECTION 4.03. Remittance
Reports; Advances.
SECTION 4.04. Allocation
of Realized Losses.
SECTION 4.05. Compliance
with Withholding Requirements.
SECTION 4.06. Exchange
Commission Filings; Additional Information.
SECTION 4.07. Net WAC Rate
Carryover Reserve Account.
SECTION 4.08. Swap
Account.
SECTION 4.09. Tax
Treatment of Swap Payments and Swap Termination
Payments.
SECTION 4.10. Cap
Account.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The
Certificates.
SECTION 5.02. Registration
of Transfer and Exchange of Certificates.
SECTION 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates.
SECTION 5.04. Persons
Deemed Owners.
SECTION 5.05. Certain
Available Information.
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
SECTION 6.01. Liability of
the Depositor, the Servicer and the Master Servicer.
SECTION 6.02. Merger or
Consolidation of the Depositor or the Master Servicer.
SECTION 6.03. Limitation
on Liability of the Depositor, the Servicer, the Master Servicer
and Others.
SECTION 6.04. Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
SECTION 6.05. Successor
Master Servicer.
SECTION 6.06. Rights of
the Depositor in Respect of the Servicer.
SECTION 6.07.
[Reserved].
SECTION 6.08. Duties of
the Credit Risk Manager.
SECTION 6.09. Limitation
Upon Liability of the Credit Risk Manager.
SECTION 6.10.
Removal of the Credit Risk
Manager.
ARTICLE VII
DEFAULT
SECTION 7.01. Servicer
Events of Default and Master Servicer Events of
Termination.
SECTION 7.02. Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
SECTION 7.03. Trustee to
Act; Appointment of Successor Master Servicer.
SECTION 7.04. Notification
to Certificateholders.
SECTION 7.05. Waiver of
Servicer Events of Default and Master Servicer Events of
Termination.
SECTION 7.06.
Survivability of Servicer and Master Servicer
Liabilities.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST
ADMINISTRATOR
SECTION 8.01. Duties of
Trustee and Trust Administrator.
SECTION 8.02. Certain
Matters Affecting the Trustee and the Trust
Administrator
SECTION 8.03. Neither
Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
SECTION 8.04. Trustee and
Trust Administrator May Own Certificates.
SECTION 8.05. Trust
Administrator’s and Trustee’s Fees and
Expenses.
SECTION 8.06. Eligibility
Requirements for Trustee and Trust Administrator.
SECTION 8.07. Resignation
and Removal of the Trustee or Trust Administrator.
SECTION 8.08. Successor
Trustee or Trust Administrator.
SECTION 8.09. Merger or
Consolidation of Trustee or Trust Administrator.
SECTION 8.10. Appointment
of Co-Trustee or Separate Trustee.
SECTION 8.11. Appointment
of Office or Agency; Appointment of Custodian.
SECTION 8.12.
Representations and Warranties.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
SECTION 9.02. Additional
Termination Requirements.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC
Administration.
SECTION 10.02. Prohibited
Transactions and Activities.
SECTION 10.03. Servicer,
Master Servicer and Trustee Indemnification.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment.
SECTION 11.02. Recordation
of Agreement; Counterparts.
SECTION 11.03. Limitation
on Rights of Certificateholders.
SECTION 11.04. Governing
Law.
SECTION 11.06. Severability
of Provisions.
SECTION 11.07. Notice to
Rating Agencies and the NIMS Insurer.
SECTION 11.08. Article and
Section References.
SECTION 11.09. Grant of
Security Interest.
SECTION 11.10. Third Party
Rights.
SECTION 11.11. Intention of
the Parties and Interpretation.
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Form of Class
A-1 Certificate
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Form of Class
A-2 Certificate
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Form of Class
A-3 Certificate
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Form of Class
A-4 Certificate
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Form of Class
A-5 Certificate
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Form of Class
M-1 Certificate
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Form of Class
M-2 Certificate
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Form of Class
M-3 Certificate
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Form of Class
M-4 Certificate
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Form of Class
M-5 Certificate
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Form of Class
M-6 Certificate
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Form of Class
M-7 Certificate
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Form of Class
M-8 Certificate
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Form of Class
M-9 Certificate
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Form of Class
M-10 Certificate
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Form of Class
CE Certificate
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Form of Class P
Certificate
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Form of Class R
Certificate
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Form of Class
R-X Certificate
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Form of Initial
Certification
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Form of Final
Certification
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Form of Receipt
of Mortgage Notes
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Form of
Assignment Agreement
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Form of
Transferor Representation Letter and Form of Transferee
Representation Letter in Connection with Transfer of the Private
Certificates Pursuant to Rule 144A Under the 1933 Act
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Form of
Transfer Affidavit and Agreement and Form of Transferor Affidavit
in Connection with Transfer of Residual Certificates
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Form of
Certification with respect to ERISA and the Code
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Form of Report
Pursuant to Section 4.06
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Form of Lost
Note Affidavit
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Form of
Certification to Be Provided by the Master Servicer with Form
10-K
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Form of
Certification to Be Provided by the Servicer to the Master
Servicer
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Annual
Statement of Compliance pursuant to Section 3.20
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Form of
Interest Rate Swap Agreement
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Form of Swap
Administration Agreement
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Servicing
Criteria to Be Addressed in Assessment of Compliance
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Form 10-D, Form
8-K and Form 10-K Reporting Responsibility
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Additional
Disclosure Notification
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Form of
Delinquency Report
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Form of Monthly
Remittance Report
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Form of
Realized Loss Report
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Prepayment
Charge Schedule
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This Pooling and Servicing Agreement, is dated
and effective as of September 1, 2006 among MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC. as Depositor, JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION as Servicer, WELLS FARGO BANK, N.A. as
Master Servicer, Trust Administrator and Custodian and U.S. BANK
NATIONAL ASSOCIATION as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through
certificates to be issued hereunder in multiple classes, which in
the aggregate will evidence the entire beneficial ownership
interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a segregated pool of assets comprised of
the Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
As provided herein, the Trustee will elect to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain other related assets (other than the Net WAC Rate
Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreement, , the Cap
Contract, the Cap Account, any Originator Prepayment Charge Payment
Amounts and any Servicer Prepayment Charge Payment Amounts) subject
to this Agreement as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
I.” The Class R-I Interest will be the sole class of
“residual interests” in REMIC I for purposes of the
REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance
Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I
Regular Interests (as defined herein). None of the REMIC I Regular
Interests will be certificated.
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Designation
|
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REMIC I Remittance Rate
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Initial Uncertificated
Balance
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Latest Possible Maturity Date
(1)
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I
|
|
Variable (2)
|
|
$
|
160.69
|
|
July 25, 2036
|
|
|
I-1-A
|
|
Variable (2)
|
|
$
|
1,171,040.02
|
|
July 25, 2036
|
|
|
I-1-B
|
|
Variable (2)
|
|
$
|
1,171,040.02
|
|
July 25, 2036
|
|
|
I-2-A
|
|
Variable (2)
|
|
$
|
1,447,822.60
|
|
July 25, 2036
|
|
|
I-2-B
|
|
Variable (2)
|
|
$
|
1,447,822.60
|
|
July 25, 2036
|
|
|
I-3-A
|
|
Variable (2)
|
|
$
|
1,723,552.78
|
|
July 25, 2036
|
|
|
I-3-B
|
|
Variable (2)
|
|
$
|
1,723,552.78
|
|
July 25, 2036
|
|
|
I-4-A
|
|
Variable (2)
|
|
$
|
1,993,925.26
|
|
July 25, 2036
|
|
|
I-4-B
|
|
Variable (2)
|
|
$
|
1,993,925.26
|
|
July 25, 2036
|
|
|
I-5-A
|
|
Variable (2)
|
|
$
|
2,258,270.32
|
|
July 25, 2036
|
|
|
I-5-B
|
|
Variable (2)
|
|
$
|
2,258,270.32
|
|
July 25, 2036
|
|
|
I-6-A
|
|
Variable (2)
|
|
$
|
2,511,708.64
|
|
July 25, 2036
|
|
|
I-6-B
|
|
Variable (2)
|
|
$
|
2,511,708.64
|
|
July 25, 2036
|
|
|
I-7-A
|
|
Variable (2)
|
|
$
|
2,753,857.52
|
|
July 25, 2036
|
|
|
I-7-B
|
|
Variable (2)
|
|
$
|
2,753,857.52
|
|
July 25, 2036
|
|
|
I-8-A
|
|
Variable (2)
|
|
$
|
2,979,454.93
|
|
July 25, 2036
|
|
|
I-8-B
|
|
Variable (2)
|
|
$
|
2,979,454.93
|
|
July 25, 2036
|
|
|
I-9-A
|
|
Variable (2)
|
|
$
|
3,182,664.82
|
|
July 25, 2036
|
|
|
I-9-B
|
|
Variable (2)
|
|
$
|
3,182,664.82
|
|
July 25, 2036
|
|
|
I-10-A
|
|
Variable (2)
|
|
$
|
3,037,145.88
|
|
July 25, 2036
|
|
|
I-10-B
|
|
Variable (2)
|
|
$
|
3,037,145.88
|
|
July 25, 2036
|
|
|
I-11-A
|
|
Variable (2)
|
|
$
|
2,898,515.40
|
|
July 25, 2036
|
|
|
I-11-B
|
|
Variable (2)
|
|
$
|
2,898,515.40
|
|
July 25, 2036
|
|
|
I-12-A
|
|
Variable (2)
|
|
$
|
2,766,199.36
|
|
July 25, 2036
|
|
|
I-12-B
|
|
Variable (2)
|
|
$
|
2,766,199.36
|
|
July 25, 2036
|
|
|
I-13-A
|
|
Variable (2)
|
|
$
|
2,640,102.08
|
|
July 25, 2036
|
|
|
I-13-B
|
|
Variable (2)
|
|
$
|
2,640,102.08
|
|
July 25, 2036
|
|
|
I-14-A
|
|
Variable (2)
|
|
$
|
2,519,745.19
|
|
July 25, 2036
|
|
|
I-14-B
|
|
Variable (2)
|
|
$
|
2,519,745.19
|
|
July 25, 2036
|
|
|
I-15-A
|
|
Variable (2)
|
|
$
|
2,405,033.02
|
|
July 25, 2036
|
|
|
I-15-B
|
|
Variable (2)
|
|
$
|
2,405,033.02
|
|
July 25, 2036
|
|
|
I-16-A
|
|
Variable (2)
|
|
$
|
2,295,678.54
|
|
July 25, 2036
|
|
|
I-16-B
|
|
Variable (2)
|
|
$
|
2,295,678.54
|
|
July 25, 2036
|
|
|
I-17-A
|
|
Variable (2)
|
|
$
|
2,191,299.08
|
|
July 25, 2036
|
|
|
I-17-B
|
|
Variable (2)
|
|
$
|
2,191,299.08
|
|
July 25, 2036
|
|
|
I-18-A
|
|
Variable (2)
|
|
$
|
2,093,425.39
|
|
July 25, 2036
|
|
|
I-18-B
|
|
Variable (2)
|
|
$
|
2,093,425.39
|
|
July 25, 2036
|
|
|
I-19-A
|
|
Variable (2)
|
|
$
|
2,023,775.30
|
|
July 25, 2036
|
|
|
I-19-B
|
|
Variable (2)
|
|
$
|
2,023,775.30
|
|
July 25, 2036
|
|
|
I-20-A
|
|
Variable (2)
|
|
$
|
3,647,445.25
|
|
July 25, 2036
|
|
|
I-20-B
|
|
Variable (2)
|
|
$
|
3,647,445.25
|
|
July 25, 2036
|
|
|
I-21-A
|
|
Variable (2)
|
|
$
|
3,285,130.82
|
|
July 25, 2036
|
|
|
I-21-B
|
|
Variable (2)
|
|
$
|
3,285,130.82
|
|
July 25, 2036
|
|
|
I-22-A
|
|
Variable (2)
|
|
$
|
22,495,066.54
|
|
July 25, 2036
|
|
|
I-22-B
|
|
Variable (2)
|
|
$
|
22,495,066.54
|
|
July 25, 2036
|
|
|
I-23-A
|
|
Variable (2)
|
|
$
|
532,325.71
|
|
July 25, 2036
|
|
|
I-23-B
|
|
Variable (2)
|
|
$
|
532,325.71
|
|
July 25, 2036
|
|
|
I-24-A
|
|
Variable (2)
|
|
$
|
506,685.29
|
|
July 25, 2036
|
|
|
I-24-B
|
|
Variable (2)
|
|
$
|
506,685.29
|
|
July 25, 2036
|
|
|
I-25-A
|
|
Variable (2)
|
|
$
|
452,534.26
|
|
July 25, 2036
|
|
|
I-25-B
|
|
Variable (2)
|
|
$
|
452,534.26
|
|
July 25, 2036
|
|
|
I-26-A
|
|
Variable (2)
|
|
$
|
435,695.77
|
|
July 25, 2036
|
|
|
I-26-B
|
|
Variable (2)
|
|
$
|
435,695.77
|
|
July 25, 2036
|
|
|
I-27-A
|
|
Variable (2)
|
|
$
|
419,527.00
|
|
July 25, 2036
|
|
|
I-27-B
|
|
Variable (2)
|
|
$
|
419,527.00
|
|
July 25, 2036
|
|
|
I-28-A
|
|
Variable (2)
|
|
$
|
403,932.27
|
|
July 25, 2036
|
|
|
I-28-B
|
|
Variable (2)
|
|
$
|
403,932.27
|
|
July 25, 2036
|
|
|
I-29-A
|
|
Variable (2)
|
|
$
|
388,911.58
|
|
July 25, 2036
|
|
|
I-29-B
|
|
Variable (2)
|
|
$
|
388,911.58
|
|
July 25, 2036
|
|
|
I-30-A
|
|
Variable (2)
|
|
$
|
374,560.60
|
|
July 25, 2036
|
|
|
I-30-B
|
|
Variable (2)
|
|
$
|
374,560.60
|
|
July 25, 2036
|
|
|
I-31-A
|
|
Variable (2)
|
|
$
|
360,687.98
|
|
July 25, 2036
|
|
|
I-31-B
|
|
Variable (2)
|
|
$
|
360,687.98
|
|
July 25, 2036
|
|
|
I-32-A
|
|
Variable (2)
|
|
$
|
347,389.41
|
|
July 25, 2036
|
|
|
I-32-B
|
|
Variable (2)
|
|
$
|
347,389.41
|
|
July 25, 2036
|
|
|
I-33-A
|
|
Variable (2)
|
|
$
|
334,473.52
|
|
July 25, 2036
|
|
|
I-33-B
|
|
Variable (2)
|
|
$
|
334,473.52
|
|
July 25, 2036
|
|
|
I-34-A
|
|
Variable (2)
|
|
$
|
561,793.06
|
|
July 25, 2036
|
|
|
I-34-B
|
|
Variable (2)
|
|
$
|
561,793.06
|
|
July 25, 2036
|
|
|
I-35-A
|
|
Variable (2)
|
|
$
|
295,821.55
|
|
July 25, 2036
|
|
|
I-35-B
|
|
Variable (2)
|
|
$
|
295,821.55
|
|
July 25, 2036
|
|
|
I-36-A
|
|
Variable (2)
|
|
$
|
285,297.50
|
|
July 25, 2036
|
|
|
I-36-B
|
|
Variable (2)
|
|
$
|
285,297.50
|
|
July 25, 2036
|
|
|
I-37-A
|
|
Variable (2)
|
|
$
|
275,156.14
|
|
July 25, 2036
|
|
|
I-37-B
|
|
Variable (2)
|
|
$
|
275,156.14
|
|
July 25, 2036
|
|
|
I-38-A
|
|
Variable (2)
|
|
$
|
265,301.80
|
|
July 25, 2036
|
|
|
I-38-B
|
|
Variable (2)
|
|
$
|
265,301.80
|
|
July 25, 2036
|
|
|
I-39-A
|
|
Variable (2)
|
|
$
|
255,925.82
|
|
July 25, 2036
|
|
|
I-39-B
|
|
Variable (2)
|
|
$
|
255,925.82
|
|
July 25, 2036
|
|
|
I-40-A
|
|
Variable (2)
|
|
$
|
246,741.19
|
|
July 25, 2036
|
|
|
I-40-B
|
|
Variable (2)
|
|
$
|
246,741.19
|
|
July 25, 2036
|
|
|
I-41-A
|
|
Variable (2)
|
|
|
238,034.93
|
|
July 25, 2036
|
|
|
I-41-B
|
|
Variable (2)
|
|
|
238,034.93
|
|
July 25, 2036
|
|
|
I-42-A
|
|
Variable (2)
|
|
|
229,520.02
|
|
July 25, 2036
|
|
|
I-42-B
|
|
Variable (2)
|
|
|
229,520.02
|
|
July 25, 2036
|
|
|
I-43-A
|
|
Variable (2)
|
|
|
221,387.80
|
|
July 25, 2036
|
|
|
I-43-B
|
|
Variable (2)
|
|
|
221,387.80
|
|
July 25, 2036
|
|
|
I-44-A
|
|
Variable (2)
|
|
|
213,542.59
|
|
July 25, 2036
|
|
|
I-44-B
|
|
Variable (2)
|
|
|
213,542.59
|
|
July 25, 2036
|
|
|
I-45-A
|
|
Variable (2)
|
|
|
205,984.41
|
|
July 25, 2036
|
|
|
I-45-B
|
|
Variable (2)
|
|
|
205,984.41
|
|
July 25, 2036
|
|
|
I-46-A
|
|
Variable (2)
|
|
$
|
198,617.57
|
|
July 25, 2036
|
|
|
I-46-B
|
|
Variable (2)
|
|
$
|
198,617.57
|
|
July 25, 2036
|
|
|
I-47-A
|
|
Variable (2)
|
|
$
|
191,537.76
|
|
July 25, 2036
|
|
|
I-47-B
|
|
Variable (2)
|
|
$
|
191,537.76
|
|
July 25, 2036
|
|
|
I-48-A
|
|
Variable (2)
|
|
$
|
184,840.63
|
|
July 25, 2036
|
|
|
I-48-B
|
|
Variable (2)
|
|
|
184,840.63
|
|
July 25, 2036
|
|
|
I-49-A
|
|
Variable (2)
|
|
|
178,143.51
|
|
July 25, 2036
|
|
|
I-49-B
|
|
Variable (2)
|
|
|
178,143.51
|
|
July 25, 2036
|
|
|
I-50-A
|
|
Variable (2)
|
|
|
171,924.75
|
|
July 25, 2036
|
|
|
I-50-B
|
|
Variable (2)
|
|
|
171,924.75
|
|
July 25, 2036
|
|
|
I-51-A
|
|
Variable (2)
|
|
|
165,801.66
|
|
July 25, 2036
|
|
|
I-51-B
|
|
Variable (2)
|
|
|
165,801.66
|
|
July 25, 2036
|
|
|
I-52-A
|
|
Variable (2)
|
|
|
159,869.92
|
|
July 25, 2036
|
|
|
I-52-B
|
|
Variable (2)
|
|
|
159,869.92
|
|
July 25, 2036
|
|
|
I-53-A
|
|
Variable (2)
|
|
|
154,225.21
|
|
July 25, 2036
|
|
|
I-53-B
|
|
Variable (2)
|
|
|
154,225.21
|
|
July 25, 2036
|
|
|
I-54-A
|
|
Variable (2)
|
|
|
148,771.83
|
|
July 25, 2036
|
|
|
I-54-B
|
|
Variable (2)
|
|
|
148,771.83
|
|
July 25, 2036
|
|
|
I-55-A
|
|
Variable (2)
|
|
|
143,509.81
|
|
July 25, 2036
|
|
|
I-55-B
|
|
Variable (2)
|
|
|
143,509.81
|
|
July 25, 2036
|
|
|
I-56-A
|
|
Variable (2)
|
|
|
138,439.13
|
|
July 25, 2036
|
|
|
I-56-B
|
|
Variable (2)
|
|
|
138,439.13
|
|
July 25, 2036
|
|
|
I-57-A
|
|
Variable (2)
|
|
|
133,464.12
|
|
July 25, 2036
|
|
|
I-57-B
|
|
Variable (2)
|
|
|
133,464.12
|
|
July 25, 2036
|
|
|
I-58-A
|
|
Variable (2)
|
|
|
128,776.13
|
|
July 25, 2036
|
|
|
I-58-B
|
|
Variable (2)
|
|
|
128,776.13
|
|
July 25, 2036
|
|
|
I-59-A
|
|
Variable (2)
|
|
|
124,279.49
|
|
July 25, 2036
|
|
|
I-59-B
|
|
Variable (2)
|
|
|
124,279.49
|
|
July 25, 2036
|
|
|
I-60-A
|
|
Variable (2)
|
|
|
3,379,464.60
|
|
July 25, 2036
|
|
|
I-60-B
|
|
Variable (2)
|
|
|
3,379,464.60
|
|
July 25, 2036
|
|
|
II
|
|
Variable (2)
|
|
$
|
679.07
|
|
July 25, 2036
|
|
|
II-1-A
|
|
Variable (2)
|
|
$
|
4,948,959.98
|
|
July 25, 2036
|
|
|
II-1-B
|
|
Variable (2)
|
|
$
|
4,948,959.98
|
|
July 25, 2036
|
|
|
II-2-A
|
|
Variable (2)
|
|
$
|
6,118,677.40
|
|
July 25, 2036
|
|
|
II-2-B
|
|
Variable (2)
|
|
$
|
6,118,677.40
|
|
July 25, 2036
|
|
|
II-3-A
|
|
Variable (2)
|
|
$
|
7,283,947.22
|
|
July 25, 2036
|
|
|
II-3-B
|
|
Variable (2)
|
|
$
|
7,283,947.22
|
|
July 25, 2036
|
|
|
II-4-A
|
|
Variable (2)
|
|
$
|
8,426,574.74
|
|
July 25, 2036
|
|
|
II-4-B
|
|
Variable (2)
|
|
$
|
8,426,574.74
|
|
July 25, 2036
|
|
|
II-5-A
|
|
Variable (2)
|
|
$
|
9,543,729.68
|
|
July 25, 2036
|
|
|
II-5-B
|
|
Variable (2)
|
|
$
|
9,543,729.68
|
|
July 25, 2036
|
|
|
II-6-A
|
|
Variable (2)
|
|
$
|
10,614,791.36
|
|
July 25, 2036
|
|
|
II-6-B
|
|
Variable (2)
|
|
$
|
10,614,791.36
|
|
July 25, 2036
|
|
|
II-7-A
|
|
Variable (2)
|
|
$
|
11,638,142.48
|
|
July 25, 2036
|
|
|
II-7-B
|
|
Variable (2)
|
|
$
|
11,638,142.48
|
|
July 25, 2036
|
|
|
II-8-A
|
|
Variable (2)
|
|
$
|
12,591,545.07
|
|
July 25, 2036
|
|
|
II-8-B
|
|
Variable (2)
|
|
$
|
12,591,545.07
|
|
July 25, 2036
|
|
|
II-9-A
|
|
Variable (2)
|
|
$
|
13,450,335.18
|
|
July 25, 2036
|
|
|
II-9-B
|
|
Variable (2)
|
|
$
|
13,450,335.18
|
|
July 25, 2036
|
|
|
II-10-A
|
|
Variable (2)
|
|
$
|
12,835,354.12
|
|
July 25, 2036
|
|
|
II-10-B
|
|
Variable (2)
|
|
$
|
12,835,354.12
|
|
July 25, 2036
|
|
|
II-11-A
|
|
Variable (2)
|
|
$
|
12,249,484.60
|
|
July 25, 2036
|
|
|
II-11-B
|
|
Variable (2)
|
|
$
|
12,249,484.60
|
|
July 25, 2036
|
|
|
II-12-A
|
|
Variable (2)
|
|
$
|
11,690,300.64
|
|
July 25, 2036
|
|
|
II-12-B
|
|
Variable (2)
|
|
$
|
11,690,300.64
|
|
July 25, 2036
|
|
|
II-13-A
|
|
Variable (2)
|
|
$
|
11,157,397.92
|
|
July 25, 2036
|
|
|
II-13-B
|
|
Variable (2)
|
|
$
|
11,157,397.92
|
|
July 25, 2036
|
|
|
II-14-A
|
|
Variable (2)
|
|
$
|
10,648,754.81
|
|
July 25, 2036
|
|
|
II-14-B
|
|
Variable (2)
|
|
$
|
10,648,754.81
|
|
July 25, 2036
|
|
|
II-15-A
|
|
Variable (2)
|
|
$
|
10,163,966.98
|
|
July 25, 2036
|
|
|
II-15-B
|
|
Variable (2)
|
|
$
|
10,163,966.98
|
|
July 25, 2036
|
|
|
II-16-A
|
|
Variable (2)
|
|
$
|
9,701,821.46
|
|
July 25, 2036
|
|
|
II-16-B
|
|
Variable (2)
|
|
$
|
9,701,821.46
|
|
July 25, 2036
|
|
|
II-17-A
|
|
Variable (2)
|
|
$
|
9,260,700.92
|
|
July 25, 2036
|
|
|
II-17-B
|
|
Variable (2)
|
|
$
|
9,260,700.92
|
|
July 25, 2036
|
|
|
II-18-A
|
|
Variable (2)
|
|
$
|
8,847,074.61
|
|
July 25, 2036
|
|
|
II-18-B
|
|
Variable (2)
|
|
$
|
8,847,074.61
|
|
July 25, 2036
|
|
|
II-19-A
|
|
Variable (2)
|
|
$
|
8,552,724.70
|
|
July 25, 2036
|
|
|
II-19-B
|
|
Variable (2)
|
|
$
|
8,552,724.70
|
|
July 25, 2036
|
|
|
II-20-A
|
|
Variable (2)
|
|
$
|
15,414,554.75
|
|
July 25, 2036
|
|
|
II-20-B
|
|
Variable (2)
|
|
$
|
15,414,554.75
|
|
July 25, 2036
|
|
|
II-21-A
|
|
Variable (2)
|
|
$
|
13,883,369.18
|
|
July 25, 2036
|
|
|
II-21-B
|
|
Variable (2)
|
|
$
|
13,883,369.18
|
|
July 25, 2036
|
|
|
II-22-A
|
|
Variable (2)
|
|
$
|
95,066,933.46
|
|
July 25, 2036
|
|
|
II-22-B
|
|
Variable (2)
|
|
$
|
95,066,933.46
|
|
July 25, 2036
|
|
|
II-23-A
|
|
Variable (2)
|
|
$
|
2,249,674.29
|
|
July 25, 2036
|
|
|
II-23-B
|
|
Variable (2)
|
|
$
|
2,249,674.29
|
|
July 25, 2036
|
|
|
II-24-A
|
|
Variable (2)
|
|
$
|
2,141,314.71
|
|
July 25, 2036
|
|
|
II-24-B
|
|
Variable (2)
|
|
$
|
2,141,314.71
|
|
July 25, 2036
|
|
|
II-25-A
|
|
Variable (2)
|
|
$
|
1,912,465.74
|
|
July 25, 2036
|
|
|
II-25-B
|
|
Variable (2)
|
|
$
|
1,912,465.74
|
|
July 25, 2036
|
|
|
II-26-A
|
|
Variable (2)
|
|
$
|
1,841,304.23
|
|
July 25, 2036
|
|
|
II-26-B
|
|
Variable (2)
|
|
$
|
1,841,304.23
|
|
July 25, 2036
|
|
|
II-27-A
|
|
Variable (2)
|
|
$
|
1,772,973.00
|
|
July 25, 2036
|
|
|
II-27-B
|
|
Variable (2)
|
|
$
|
1,772,973.00
|
|
July 25, 2036
|
|
|
II-28-A
|
|
Variable (2)
|
|
$
|
1,707,067.73
|
|
July 25, 2036
|
|
|
II-28-B
|
|
Variable (2)
|
|
$
|
1,707,067.73
|
|
July 25, 2036
|
|
|
II-29-A
|
|
Variable (2)
|
|
$
|
1,643,588.42
|
|
July 25, 2036
|
|
|
II-29-B
|
|
Variable (2)
|
|
$
|
1,643,588.42
|
|
July 25, 2036
|
|
|
II-30-A
|
|
Variable (2)
|
|
$
|
1,582,939.40
|
|
July 25, 2036
|
|
|
II-30-B
|
|
Variable (2)
|
|
$
|
1,582,939.40
|
|
July 25, 2036
|
|
|
II-31-A
|
|
Variable (2)
|
|
$
|
1,524,312.02
|
|
July 25, 2036
|
|
|
II-31-B
|
|
Variable (2)
|
|
$
|
1,524,312.02
|
|
July 25, 2036
|
|
|
II-32-A
|
|
Variable (2)
|
|
$
|
1,468,110.59
|
|
July 25, 2036
|
|
|
II-32-B
|
|
Variable (2)
|
|
$
|
1,468,110.59
|
|
July 25, 2036
|
|
|
II-33-A
|
|
Variable (2)
|
|
$
|
1,413,526.48
|
|
July 25, 2036
|
|
|
II-33-B
|
|
Variable (2)
|
|
$
|
1,413,526.48
|
|
July 25, 2036
|
|
|
II-34-A
|
|
Variable (2)
|
|
$
|
2,374,206.94
|
|
July 25, 2036
|
|
|
II-34-B
|
|
Variable (2)
|
|
$
|
2,374,206.94
|
|
July 25, 2036
|
|
|
II-35-A
|
|
Variable (2)
|
|
$
|
1,250,178.45
|
|
July 25, 2036
|
|
|
II-35-B
|
|
Variable (2)
|
|
$
|
1,250,178.45
|
|
July 25, 2036
|
|
|
II-36-A
|
|
Variable (2)
|
|
$
|
1,205,702.50
|
|
July 25, 2036
|
|
|
II-36-B
|
|
Variable (2)
|
|
$
|
1,205,702.50
|
|
July 25, 2036
|
|
|
II-37-A
|
|
Variable (2)
|
|
$
|
1,162,843.86
|
|
July 25, 2036
|
|
|
II-37-B
|
|
Variable (2)
|
|
$
|
1,162,843.86
|
|
July 25, 2036
|
|
|
II-38-A
|
|
Variable (2)
|
|
$
|
1,121,198.20
|
|
July 25, 2036
|
|
|
II-38-B
|
|
Variable (2)
|
|
$
|
1,121,198.20
|
|
July 25, 2036
|
|
|
II-39-A
|
|
Variable (2)
|
|
$
|
1,081,574.18
|
|
July 25, 2036
|
|
|
II-39-B
|
|
Variable (2)
|
|
$
|
1,081,574.18
|
|
July 25, 2036
|
|
|
II-40-A
|
|
Variable (2)
|
|
$
|
1,042,758.81
|
|
July 25, 2036
|
|
|
II-40-B
|
|
Variable (2)
|
|
$
|
1,042,758.81
|
|
July 25, 2036
|
|
|
II-41-A
|
|
Variable (2)
|
|
|
1,005,965.07
|
|
July 25, 2036
|
|
|
II-41-B
|
|
Variable (2)
|
|
|
1,005,965.07
|
|
July 25, 2036
|
|
|
II-42-A
|
|
Variable (2)
|
|
|
969,979.98
|
|
July 25, 2036
|
|
|
II-42-B
|
|
Variable (2)
|
|
|
969,979.98
|
|
July 25, 2036
|
|
|
II-43-A
|
|
Variable (2)
|
|
|
935,612.20
|
|
July 25, 2036
|
|
|
II-43-B
|
|
Variable (2)
|
|
|
935,612.20
|
|
July 25, 2036
|
|
|
II-44-A
|
|
Variable (2)
|
|
|
902,457.41
|
|
July 25, 2036
|
|
|
II-44-B
|
|
Variable (2)
|
|
|
902,457.41
|
|
July 25, 2036
|
|
|
II-45-A
|
|
Variable (2)
|
|
|
870,515.59
|
|
July 25, 2036
|
|
|
II-45-B
|
|
Variable (2)
|
|
|
870,515.59
|
|
July 25, 2036
|
|
|
II-46-A
|
|
Variable (2)
|
|
|
839,382.43
|
|
July 25, 2036
|
|
|
II-46-B
|
|
Variable (2)
|
|
|
839,382.43
|
|
July 25, 2036
|
|
|
II-47-A
|
|
Variable (2)
|
|
|
809,462.24
|
|
July 25, 2036
|
|
|
II-47-B
|
|
Variable (2)
|
|
|
809,462.24
|
|
July 25, 2036
|
|
|
II-48-A
|
|
Variable (2)
|
|
|
781,159.37
|
|
July 25, 2036
|
|
|
II-48-B
|
|
Variable (2)
|
|
|
781,159.37
|
|
July 25, 2036
|
|
|
II-49-A
|
|
Variable (2)
|
|
|
752,856.49
|
|
July 25, 2036
|
|
|
II-49-B
|
|
Variable (2)
|
|
|
752,856.49
|
|
July 25, 2036
|
|
|
II-50-A
|
|
Variable (2)
|
|
|
726,575.25
|
|
July 25, 2036
|
|
|
II-50-B
|
|
Variable (2)
|
|
|
726,575.25
|
|
July 25, 2036
|
|
|
II-51-A
|
|
Variable (2)
|
|
|
700,698.34
|
|
July 25, 2036
|
|
|
II-51-B
|
|
Variable (2)
|
|
|
700,698.34
|
|
July 25, 2036
|
|
|
II-52-A
|
|
Variable (2)
|
|
|
675,630.08
|
|
July 25, 2036
|
|
|
II-52-B
|
|
Variable (2)
|
|
|
675,630.08
|
|
July 25, 2036
|
|
|
II-53-A
|
|
Variable (2)
|
|
|
651,774.79
|
|
July 25, 2036
|
|
|
II-53-B
|
|
Variable (2)
|
|
|
651,774.79
|
|
July 25, 2036
|
|
|
II-54-A
|
|
Variable (2)
|
|
|
628,728.17
|
|
July 25, 2036
|
|
|
II-54-B
|
|
Variable (2)
|
|
|
628,728.17
|
|
July 25, 2036
|
|
|
II-55-A
|
|
Variable (2)
|
|
|
606,490.19
|
|
July 25, 2036
|
|
|
II-55-B
|
|
Variable (2)
|
|
|
606,490.19
|
|
July 25, 2036
|
|
|
II-56-A
|
|
Variable (2)
|
|
|
585,060.87
|
|
July 25, 2036
|
|
|
II-56-B
|
|
Variable (2)
|
|
|
585,060.87
|
|
July 25, 2036
|
|
|
II-57-A
|
|
Variable (2)
|
|
|
564,035.88
|
|
July 25, 2036
|
|
|
II-57-B
|
|
Variable (2)
|
|
|
564,035.88
|
|
July 25, 2036
|
|
|
II-58-A
|
|
Variable (2)
|
|
|
544,223.87
|
|
July 25, 2036
|
|
|
II-58-B
|
|
Variable (2)
|
|
|
544,223.87
|
|
July 25, 2036
|
|
|
II-59-A
|
|
Variable (2)
|
|
|
525,220.51
|
|
July 25, 2036
|
|
|
II-59-B
|
|
Variable (2)
|
|
|
525,220.51
|
|
July 25, 2036
|
|
|
II-60-A
|
|
Variable (2)
|
|
|
14,282,035.40
|
|
July 25, 2036
|
|
|
II-60-B
|
|
Variable (2)
|
|
|
14,282,035.40
|
|
July 25, 2036
|
|
|
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for each REMIC I
Regular Interest.
|
|
|
Calculated in
accordance with the definition of “REMIC I Remittance
Rate” herein.
|
REMIC II
As provided herein, the Trustee will elect to
treat the segregated pool of assets consisting of the REMIC I
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
II.” The Class R-II Interest will evidence the sole class of
“residual interests” in REMIC II for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the REMIC II Remittance
Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II
Regular Interests will be certificated.
|
|
|
Initial Uncertificated
Balance
|
Latest Possible Maturity Date
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for each REMIC II
Regular Interest.
|
|
|
Calculated in
accordance with the definition of “REMIC II Remittance
Rate” herein.
|
|
|
REMIC II
Regular Interest II-LTIO will not have an Uncertificated Balance,
but will accrue interest on its Uncertificated Notional
Amount.
|
As provided herein, the Trustee will elect to
treat the segregated pool of assets consisting of the REMIC II
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
III.” The Class R-III Interest will evidence the sole class
of “residual interests” in REMIC III for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Classes of Certificates.
Each Certificate, other than the Class P
Certificate, the Class CE Certificate, the Class R Certificates and
the Class R-X Certificates, represents ownership of a Regular
Interest in REMIC III and also represents (i) the right to receive
payments with respect to the Net WAC Rate Carryover Amount (as
defined herein) and (ii) the obligation to pay Class IO
Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement
to principal of such Certificate.
|
|
|
|
Initial Aggregate Certificate
Principal Balance
|
Latest Possible Maturity Date
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated
as the “latest
possible maturity date” for each REMIC III Regular
Interest.
(2) Calculated in accordance with the definition of
“Pass-Through Rate” herein.
(3) The Class CE Interest will accrue interest at
its variable Pass-Through Rate on the Notional Amount of the Class
CE Interest outstanding from time to time, which shall equal the
Uncertificated Balance of
the REMIC II Regular
Interests (other than REMIC II Regular Interest II-LTP). The Class
CE Interest will not accrue interest on its Uncertificated
Balance.
(4) The Class P Interest will not accrue
interest.
(5) The Class Swap-IO Interest will not have a
Pass-Through Rate or a Certificate Principal Balance, but will be
entitled to 100% of the amounts distributed on REMIC II Regular
Interest II-LTIO.
REMIC IV
As provided herein, the Trustee shall make an
election to treat the segregated pool of assets consisting of the
Class CE Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
IV.” The Class R-IV Interest represents the sole class of
“residual interests” in REMIC IV for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Original Class Certificate
Principal Balance for the indicated Class of Certificates that
represents a “regular interest” in REMIC IV created
hereunder:
|
|
|
Certificate Principal
Balance
|
|
|
|
|
|
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loans with the latest
maturity date has been
designated as the
“latest possible maturity date” for the Class CE
Certificates.
(2) The Class CE Certificates will receive 100% of
amounts received in respect of the Class CE Interest.
REMIC V
As provided herein, the Trustee shall make an
election to treat the segregated pool of assets consisting of the
Class P Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
V.” The Class R-V Interest represents the sole class of
“residual interests” in REMIC V for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Original Class Certificate
Principal Balance for the indicated Class of Certificates that
represents a “regular interest” in REMIC V created
hereunder:
|
|
|
Certificate Principal
Balance
|
|
|
|
|
|
|
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loans with the latest
maturity date has been
designated as the
“latest possible maturity date” for the Class P
Certificates.
(2) The Class P Certificates will receive 100% of
amounts received in respect of the Class P Interest.
REMIC VI
As provided herein, the Trustee shall make an
election to treat the segregated pool of assets consisting of the
Class SWAP-IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as
“REMIC VI.” The Class R-VI Interest represents the sole
class of “residual interests” in REMIC VI for purposes
of the REMIC Provisions. The following table irrevocably sets forth
the designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for the indicated REMIC VI Regular
Interest SWAP-IO, which will be uncertificated.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate
Certificate Principal
Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
SWAP-IO
|
|
Variable (2)
|
|
N/A
|
|
July 25, 2036
|
|
|
(1)
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for REMIC VI
Regular Interest SWAP-IO.
|
|
(2)
|
REMIC VI
Regular Interest SWAP-IO shall receive 100% of amounts received in
respect of the Class SWAP-IO Interest.
|
As of the Cut-off Date, the Mortgage Loans had
an aggregate Stated Principal Balance equal to
$917,433,839.76.
In consideration of the mutual agreements herein
contained, the Depositor, the Servicer, the Master Servicer, the
Trust Administrator and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, including,
without limitation, in the Preliminary Statement hereto, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the
basis of a 360-day year consisting of twelve 30-day
months.
“10-K Filing Deadline”: The meaning
set forth in Section 4.06(a)(iv).
“Accepted Master Servicing
Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices
of prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Master Servicer (except in
its capacity as successor to the Servicer), or (y) as provided in
Section 3A.01 hereof, but in no event below the standard set
forth in clause (x).
“Accrual Period”: With respect to
the Class A Certificates and the Mezzanine Certificates and each
Distribution Date, the period commencing on the preceding
Distribution Date (or in the case of the first such Accrual Period,
commencing on the Closing Date) and ending on the day preceding the
current Distribution Date. With respect to the Class CE
Certificates and the REMIC Regular Interests and each Distribution
Date, the calendar month prior to the month of such Distribution
Date.
“Additional Disclosure”: The meaning
set forth in Section 4.06(a)(v).
“Additional Form 10-D Disclosure”:
The meaning set forth in Section 4.06(a)(i).
“Additional Form 10-K Disclosure”:
The meaning set forth in Section 4.06(a)(iv).
“Adjustable-Rate Mortgage Loan”:
Each of the Mortgage Loans identified in the Mortgage Loan Schedule
as having a Mortgage Rate that is subject to adjustment.
“Adjusted Net Maximum Mortgage
Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of
interest equal to the applicable Maximum Mortgage Rate for such
Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate
Mortgage Loan) as of the first day of the month preceding the month
in which the related Distribution Date occurs minus the sum of (i) the Servicer Fee Rate, (ii) the
Master Servicer Fee Rate and (iii) the Credit Risk Manager Fee
Rate.
“Adjusted Net Mortgage Rate”: With
respect to any Mortgage Loan (or the related REO Property), as of
any date of determination, a per annum rate of interest equal to
the applicable Mortgage Rate for such Mortgage Loan as of the first
day of the month preceding the month in which the related
Distribution Date occurs minus the sum of
(i) the Master Servicer Fee Rate, (ii) the Servicer Fee Rate and
(iii) the Credit Risk Manager Fee Rate.
“Adjustment Date”: With respect to
each Adjustable-Ra |
