EXECUTION COPY
ASSET BACKED SECURITIES
CORPORATION
Depositor
DLJ MORTGAGE CAPITAL, INC.
Seller
NATIONSTAR MORTGAGE LLC
Servicer
SELECT PORTFOLIO SERVICING,
INC.
Servicer
WELLS FARGO BANK, N.A.
Master Servicer and Trust
Administrator
OFFICETIGER GLOBAL REAL ESTATE SERVICES
INC.
Loan Performance Advisor
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
_________________________________________
POOLING AND SERVICING
AGREEMENT
Dated as of November 1, 2006
_________________________________________
Asset Backed Securities Corporation Home
Equity Loan Trust, Series MO 2006-HE6
Asset Backed Pass-Through Certificates,
Series MO 2006-HE6
Table of Contents
Page
ARTICLE I DEFINITIONS
3
SECTION 1.01.
Defined Terms.
3
SECTION 1.02.
Allocation of Certain Interest
Shortfalls.
50
SECTION 1.03.
Designation of Interests in
REMIC
50
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES
59
SECTION 2.01.
Conveyance of Mortgage Loans.
59
SECTION 2.02.
Acceptance of REMIC I by the
Trustee.
61
SECTION 2.03.
Repurchase or Substitution of Mortgage
Loans by an Originator or, the
Seller; Payment of Prepayment Premiums in
the Event of Breach.
63
SECTION 2.04.
Representations and Warranties of the
Depositor.
67
SECTION 2.05.
Representations, Warranties and Covenants
of the Servicers and the Seller.
69
SECTION 2.06.
Issuance of the R-I Residual
Interest.
73
SECTION 2.07.
Conveyance of REMIC I Regular Interests;
Acceptance of REMIC II by
the Trustee.
74
SECTION 2.08.
Conveyance of REMIC II Regular
Interests; Acceptance of REMIC III by
the Trustee.
74
ARTICLE III ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
74
SECTION 3.01.
Servicers to Act as Servicers; Master
Servicer to act as Master Servicer.
74
SECTION 3.02.
Sub-Servicing Agreements Between a
Servicer and Sub-Servicers.
77
SECTION 3.03.
Successor Sub-Servicers.
79
SECTION 3.04.
Liability of the Servicers.
79
SECTION 3.05.
No Contractual Relationship Between
Sub-Servicers, Trust Administrator,
Master Servicer and Trustee, the Master
Servicer or Certificateholders.
79
SECTION 3.06.
Assumption or Termination of
Sub-Servicing Agreements by Master
Servicer.
80
SECTION 3.07.
Collection of Certain Mortgage Loan
Payments.
80
SECTION 3.08.
Sub-Servicing Accounts.
81
SECTION 3.09.
Collection of Taxes, Assessments and
Similar Items; Servicing Accounts.
82
SECTION 3.10.
Collection Accounts and Distribution
Account.
82
SECTION 3.11.
Withdrawals from the Collection Accounts
and Distribution Account.
85
SECTION 3.12.
Investment of Funds in the Collection
Accounts, the REO Account and the
Distribution Account.
87
SECTION 3.13.
[Reserved].
88
SECTION 3.14.
Maintenance of Hazard Insurance and
Errors and Omissions and Fidelity
Coverage.
88
SECTION 3.15.
Enforcement of Due-On-Sale Clauses;
Assumption Agreements.
90
SECTION 3.16.
Realization Upon Defaulted Mortgage
Loans.
91
SECTION 3.17.
Trust Administrator and Trustee to
Cooperate; Release of Mortgage Files.
94
SECTION 3.18.
Servicing Compensation; Master Servicer
Compensation.
95
SECTION 3.19.
[Reserved].
96
SECTION 3.20.
Annual Statements as to
Compliance.
96
SECTION 3.21.
Report on Assessment of Compliance and
Attestation.
97
SECTION 3.22.
Access to Certain
Documentation.
98
SECTION 3.23.
Title, Management and Disposition of REO
Property.
99
SECTION 3.24.
Obligations of the Servicers in Respect
of Prepayment Interest Shortfalls
and Relief Act Interest
Shortfalls.
102
SECTION 3.25.
Obligations of the Servicers in Respect
of Mortgage Rates and Monthly
Payments.
102
SECTION 3.26.
Net WAC Reserve Fund.
103
SECTION 3.27.
Swap Agreement.
104
SECTION 3.28.
Advance Facility.
104
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS
108
SECTION 4.01.
Distributions.
108
SECTION 4.02.
Statements to
Certificateholders.
119
SECTION 4.03.
Remittance Reports; P&I
Advances.
123
SECTION 4.04.
Allocation of Realized Losses.
125
SECTION 4.05.
Compliance with Withholding
Requirements.
126
SECTION 4.06.
Commission Reporting.
126
SECTION 4.07.
Supplemental Interest Trust.
131
SECTION 4.08.
Rights of Swap Counterparty.
132
SECTION 4.09.
Replacement of Swap
Counterparty
133
SECTION 4.10.
Distribution of Net Counterparty
Payments
133
ARTICLE V THE CERTIFICATES
134
SECTION 5.01.
The Certificates.
134
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates.
136
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates.
142
SECTION 5.04.
Persons Deemed Owners.
142
SECTION 5.05.
Certain Available Information.
142
SECTION 5.06.
Access to List of
Certificateholders’ Names and Addresses.
143
ARTICLE VI THE DEPOSITOR, THE SERVICER,
THE MASTER SERVICER AND THE LOAN
PERFORMANCE ADVISOR
143
SECTION 6.01.
Liability of the Depositor, the Seller,
the Master Servicer and each
Servicer.
143
SECTION 6.02.
Merger or Consolidation of the Depositor,
the Seller, the Master Servicer
or each Servicer.
143
SECTION 6.03.
Limitation on Liability of the Depositor,
the Seller, the Servicers, the
Master Servicer and Others.
144
SECTION 6.04.
Limitation on Resignation of each
Servicer and the Master Servicer.
145
SECTION 6.05.
Rights of the Depositor, the Seller, the
Master Servicer and the Trustee in
Respect of each Servicer.
146
SECTION 6.06.
Duties of the Loan Performance
Advisor.
147
ARTICLE VII DEFAULT
147
SECTION 7.01.
Event of Default.
147
SECTION 7.02.
Master Servicer or Trustee to Act;
Appointment of Successor.
149
SECTION 7.03.
Notification to
Certificateholders.
152
SECTION 7.04.
Waiver of Event of Default.
153
ARTICLE VIII CONCERNING THE
TRUSTEE
153
SECTION 8.01.
Duties of Trustee.
153
SECTION 8.02.
Certain Matters Affecting the
Trustee.
154
SECTION 8.03.
Trustee Not Liable for Certificates or
Mortgage Loans.
155
SECTION 8.04.
Trustee May Own Certificates.
156
SECTION 8.05.
Fees and Expenses of the
Trustee.
156
SECTION 8.06.
Eligibility Requirements for
Trustee.
157
SECTION 8.07.
Resignation and Removal of the
Trustee.
157
SECTION 8.08.
Successor Trustee.
158
SECTION 8.09.
Merger or Consolidation of
Trustee.
158
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee.
159
SECTION 8.11.
Appointment of Custodians.
160
SECTION 8.12.
Appointment of Office or
Agency.
160
SECTION 8.13.
Representations and Warranties of the
Trustee.
160
ARTICLE VIIIA CONCERNING THE TRUST
ADMINISTRATOR
SECTION 8A.01
Duties of the Trust
Administrator
161
SECTION 8A.02
Certain Matters Affecting the Trust
Administrator
163
SECTION 8A.03
Trust Administrator Not Liable for
Certificates or Mortgage Loans
164
SECTION 8A.04
Trust Administrator May Own
Certificates
165
SECTION 8A.05
Fees and Expenses of the Trust
Administrator
165
SECTION 8A.06
Eligibility Requirements for Trust
Administrator
166
SECTION 8A.07
Successor Trust Administrator
167
SECTION 8A.08
Merger or Consolidation of Trust
Administrator
168
SECTION 8A.09
Appointment of Co-Trust Administrator or
Separate Trust Administrator
168
SECTION 8A.10
Appointment of Office or
Agency
169
SECTION 8.14.
Tax Return.
169
ARTICLE IX TERMINATION
170
SECTION 9.01.
Termination Upon Repurchase or
Liquidation of All Mortgage Loans.
170
SECTION 9.02.
Additional Termination
Requirements.
172
ARTICLE X REMIC PROVISIONS
173
SECTION 10.01.
REMIC Administration.
173
SECTION 10.02.
Prohibited Transactions and
Activities.
177
SECTION 10.03.
Servicer and Trust Administrator
Indemnification.
177
ARTICLE XI MISCELLANEOUS
PROVISIONS
178
SECTION 11.01.
Amendment.
178
SECTION 11.02.
Recordation of Agreement;
Counterparts.
180
SECTION 11.03.
Limitation on Rights of
Certificateholders.
180
SECTION 11.04.
Governing Law.
181
SECTION 11.05.
Notices.
181
SECTION 11.06.
Severability of Provisions.
182
SECTION 11.07.
Notice to Rating Agencies and the Swap
Counterparty.
182
SECTION 11.08.
Article and Section
References.
183
SECTION 11.09.
[Reserved].
183
SECTION 11.10.
Grant of Security Interest.
183
SECTION 11.11.
Protection of Assets.
184
SECTION 11.12.
Non-Solicitation.
184
Exhibits
Exhibit A-1
Form of Class A
Certificate
Exhibit A-2
Form of Mezzanine Certificate
Exhibit A-3
Form of Class X
Certificate
Exhibit A-4
Form of Class P
Certificate
Exhibit A-5
Form of Class R Certificate
Exhibit B
[Reserved]
Exhibit C-1
Form of Trust Receipt and Initial
Certification
Exhibit C-2
Form of Trust Receipt and Final
Certification
Exhibit D
Form of Mortgage Loan Purchase
Agreement
Exhibit E-1
Form of Request for Release of Documents
and Receipt
Exhibit E-2
[Reserved]
Exhibit F-1
Forms of Transferor/Transferee
Representation Letter
Exhibit F-2
Form of Transfer Affidavit and
Agreement
Exhibit G
Form of ERISA Certification
Exhibit H
Form of Depositor
Certification
Exhibit I
[Reserved]
Exhibit J
[Reserved]
Exhibit K
Form of Assessment of
Compliance
Exhibit L
[Reserved]
Exhibit M
[Reserved]
Exhibit N
Additional Form 10-D
Disclosure
Exhibit O
Additional Disclosure
Information
Exhibit P
Additional 10-K Disclosure
Exhibit Q
Form 8-K Disclosure
Information
Schedules
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Premium Schedule
Schedule 3
Seller Representations related to
Ameriquest Mortgage Loans
This Pooling and Servicing Agreement is
dated and effective as of November 1, 2006, among ASSET BACKED
SECURITIES CORPORATION, as Depositor, DLJ MORTGAGE CAPITAL, INC.,
as Seller, NATIONSTAR MORTGAGE LLC, as a Servicer, SELECT PORTFOLIO
SERVICING, INC., as a Servicer, WELLS FARGO BANK, N.A., as Master
Servicer and Trust Administrator, OFFICETIGER GLOBAL REAL ESTATE
SERVICES INC., as Loan Performance Advisor, and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in multiple REMICs (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool
of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.
As of the Cut-off Date, the Mortgage
Loans had an aggregate Stated Principal Balance equal to
$966,231,754.
Set forth below are designations of
Classes of Certificates to the categories used herein.
|
|
|
|
Book-Entry Certificates
|
All Classes of Certificates other than the Physical
Certificates.
|
|
Class A Certificates
|
Class A1, Class A2, Class A3, Class A4 and Class A5
Certificates
|
|
Class P Certificates
|
Class P Certificates.
|
|
ERISA-Restricted Certificates
|
Non-Offered Certificates and any Certificates that do not satisfy
the applicable ratings requirement under the Underwriter’s
Exemption.
|
|
ERISA-Restricted Swap Certificate
|
Any Certificate other than an ERISA-Restricted Certificate.
|
|
LIBOR Certificates
|
Class A and Mezzanine Certificates.
|
|
Mezzanine Certificates
|
Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
M7, Class M8, Class M9, Class M10 and Class M11 Certificates.
|
|
Non-Offered Certificates
|
Class M10, Class M11, Class X, Class P and Residual
Certificates.
|
|
Offered Certificates
|
Class A and Offered Subordinate Certificates.
|
|
Offered Subordinate Certificates
|
Mezzanine Certificates (other than the Class M10 and Class M11
Certificates).
|
|
Physical Certificates
|
Class X, Class P and Residual Certificates.
|
|
Regular Certificates
|
All Classes of Certificates other than the Residual
Certificates.
|
|
Residual Certificates
|
Class R Certificates.
|
|
Senior Certificates
|
Class A Certificates.
|
|
Subordinate Certificates
|
Mezzanine Certificates, Class X Certificates and Residual
Certificates.
|
In consideration of the mutual agreements
herein contained, the Depositor, the Seller, the Servicers, the
Master Servicer, the Trust Administrator, the Trustee and the Loan
Performance Advisor agree as follows:
ARTICLE I
DEFINITIONS
SECTION
1.01.
Defined Terms.
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.
“1933 Act”: As defined in
Section 5.02(b) herein.
“Accepted Servicing
Practices”: With respect to any Mortgage Loan, those mortgage
servicing practices of prudent mortgage lending institutions which
service mortgage loans of the same type as such Mortgage Loan in
the jurisdiction where the related Mortgaged Property is
located.
“Accountant’s
Attestation”: As defined in Section
3.21(i)(b).
“Additional Servicer”: Means
each affiliate of the Depositor that Services any of the Mortgage
Loans and each Person who is not an affiliate of the Depositor, who
Services 10% or more of the Mortgage Loans (measured by aggregate
Stated Principal Balance of the Mortgage Loans, annually at the
commencement of the calendar year prior to the year in which an
Statement of Compliance pursuant to Section 3.20 hereof is required
to be delivered). For clarification purposes, the Trustee is
not an Additional Servicer.
“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.
“Adjustable-Rate PPC”: 100%
Adjustable-Rate PPC means a CPR of 4.00% per annum of the then
unpaid principal balance of the Adjustable Rate Mortgage Loans in
the first month of the life of such Mortgage Loans and an
additional approximately 2.1818% (precisely 24%/11 expressed as a
percentage) per annum in each month thereafter until the 12
th month, remaining at 28% per annum in each month
thereafter until the 24 th month, then beginning in the
25 th month, remaining at 55% per annum in each month
thereafter until the 28 th month and in each month
thereafter during the life of such Mortgage Loans, a CPR of 35% per
annum.
“Adjustment Date”: With
respect to each Adjustable Rate Mortgage Loan, the day of the month
on which the Mortgage Rate of such Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable Rate Mortgage Loan
is set forth in the Mortgage Loan Schedule.
“Administrative Fee Rate”:
The sum of the Servicing Fee Rate and the LPA Fee Rate.
“Advance Facility”: As
defined in Section 3.28(a) herein.
“Advance Facility Notice”: As
defined in Section 3.28(b) herein.
“Advance Facility Trustee”:
As defined in Section 3.28(b) herein.
“Advance Reimbursement
Amounts”: As defined in Section 3.28(a) herein.
“Advancing Person”: As
defined in Section 3.28(a) herein.
“Affiliate”: With respect to
any specified Person, any other Person controlling or controlled by
or under common control with such specified Person. For the
purposes of this definition, “control” when used with
respect to any specified Person 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.
“Aggregate Principal
Balance”: As of any date of determination will be equal to
the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Properties owned by the Trust.
“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
“Allocated Realized Loss
Amount”: With respect to any Class of Mezzanine Certificates
and any Distribution Date, is an amount equal to the sum of
(i) any Realized Loss allocated to that Class of Certificates
on that Distribution Date and (ii) any Allocated Realized Loss
Amount for that Class of Certificates from the previous
Distribution Date that has not been reimbursed less any increases
to the Certificate Principal Balance of that Class as a result of
Recoveries.
“Ameriquest”: Ameriquest
Mortgage Company, or its successor in interest.
“Ameriquest Mortgage Loan Purchase
Agreement”: The agreement between Ameriquest and the Seller
regarding the sale of the Ameriquest Mortgage Loans by Ameriquest
to the Seller.
“Ameriquest Mortgage Loans”:
The Mortgage Loans originated by the Ameriquest
Originators.
“Ameriquest Originators”:
Ameriquest and Argent, collectively.
“Ameriquest Reconstitution
Agreement”: That certain reconstitution agreement dated as of
the Closing Date by and among the Seller, the Depositor and
Ameriquest related to the Ameriquest Mortgage Loan Purchase
Agreement.
“Applicable Regulations”: As
to any Mortgage Loan, all federal, state and local laws, statutes,
rules and regulations applicable thereto.
“Argent”: Argent Mortgage
Company, LLC, or its successor in interest.
“Assessment of Compliance”:
As defined in Section 3.21(i)(a).
“Assignment”: An assignment
of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage
recordation information which has not been required pursuant to
Section 2.01 hereof or returned by the applicable recorder’s
office and/or the assignee’s name), which is sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property
is located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law.
“Assignment and Assumption
Agreement”: That certain assignment and assumption agreement
dated as of the Cut-off Date, by and between the Seller, as
assignor and the Depositor, as assignee, relating to the Mortgage
Loans.
“Available Distribution
Amount”: With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts
on deposit in the Collection Accounts and Distribution Account as
of the close of business on the related Determination Date,
(b) the aggregate of any amounts received in respect of an REO
Property withdrawn from any REO Account and deposited in the
Distribution Account for such Distribution Date pursuant to Section
3.23, (c) the amount deposited in the Distribution Account by
the Servicers in respect of Compensating Interest for such
Distribution Date pursuant to Section 3.24 and (d) the
aggregate of any P&I Advances made by the Servicers for such
Distribution Date pursuant to Section 4.04 reduced (to not less
than zero) by (2) the portion of the amount described in
clause (1)(a) above that represents (i) Monthly Payments on
the Mortgage Loans received from a Mortgagor on or prior to the
Determination Date but due during any Due Period subsequent to the
related Due Period, (ii) Principal Prepayments on the Mortgage
Loans received after the related Prepayment Period (together with
any interest payments received with such Principal Prepayments to
the extent they represent the payment of interest accrued on the
Mortgage Loans during a period subsequent to the related Prepayment
Period), Prepayment Interest Excess, (iii) Liquidation
Proceeds, Insurance Proceeds and proceeds from repurchases of and
substitutions for Mortgage Loans, if any, received in respect of
such Mortgage Loans after the calendar month preceding the month of
such Distribution Date, (iv) amounts reimbursable or payable
to the Depositor, the Originators, the Servicers, the Master
Servicer, the Trust Administrator, the Loan Performance Advisor,
the Trustee, the Custodians or any Sub-Servicer pursuant to Section
3.11, Section 3.17, Section 3.12 or Section 8.11, as applicable, or
otherwise payable in respect of Extraordinary Trust Fund Expenses,
(v) amounts deposited in the Collection Accounts or the
Distribution Account in error, and (vi) the amount of any
Prepayment Premiums collected by each Servicer in connection with
the voluntary Principal Prepayment in full of any of the related
Mortgage Loans or the Servicer Prepayment Premium Payment
Amount.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy Loss”: With
respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation (i.e. “principal cramdown”) or Debt
Service Reduction (i.e., “interest
cramdown”).
“Basic Principal Distribution
Amount”: With respect to any Distribution Date the amounts in
clauses (b)(i) – (iv) of the definition of Principal
Distribution Amount.
“Book-Entry Certificate”: As
specified in the Preliminary Statement.
“Book-Entry Custodian”: The
custodian appointed pursuant to Section 5.01 herein.
“Business Day”: Any day other
than a Saturday, a Sunday or a day on which banking or savings and
loan institutions in the State of Utah, the State of California,
the State of New York, the State of Delaware, the State of
Maryland, the State of Minnesota, the State of Texas or the cities
in which the Corporate Trust Office of the Trustee, the Trust
Administrator or the Master Servicer is located, are authorized or
obligated by law or executive order to be closed.
“Calculation Period”: As such
term is defined in the Swap Agreement.
“Certificate”: Any one of the
certificates issued under this Agreement in substantially the forms
attached hereto as Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit
A-4 and Exhibit A-5.
“Certificate Factor”: With
respect to any Class of LIBOR Certificates as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Certificate Principal Balance
of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and allocations of
Realized Losses in reduction of the Certificate Principal Balance
of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the Original Certificate
Principal Balance of such Class of Certificates as of the Closing
Date.
“Certificate Margin”: As to
any Class of LIBOR Certificates, the respective amount set forth
below:
|
|
|
|
|
|
|
Certificate Margin
|
|
Class
|
(1)
|
(2)
|
|
Class A1
|
0.145%
|
0.290%
|
|
Class A2
|
0.050%
|
0.100%
|
|
Class A3
|
0.120%
|
0.240%
|
|
Class A4
|
0.160%
|
0.320%
|
|
Class A5
|
0.230%
|
0.460%
|
|
Class M1
|
0.230%
|
0.345%
|
|
Class M2
|
0.290%
|
0.435%
|
|
Class M3
|
0.340%
|
0.510%
|
|
Class M4
|
0.380%
|
0.570%
|
|
Class M5
|
0.410%
|
0.615%
|
|
Class M6
|
0.450%
|
0.675%
|
|
Class M7
|
0.800%
|
1.200%
|
|
Class M8
|
1.250%
|
1.875%
|
|
Class M9
|
2.150%
|
3.225%
|
|
Class M10
|
2.500%
|
3.750%
|
|
Class M11
|
2.500%
|
3.750%
|
(1)
To and including the first Optional
Termination Date.
(2)
After the first Optional Termination
Date.
“Certificate Owner”: With
respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on
the books of an indirect participating brokerage firm for which a
Depository Participant acts as agent.
“Certificate Principal
Balance”: With respect to any Class of Certificates, other
than the Class R and Class X Certificates, as of any
Distribution Date, the Original Certificate Principal Balance
thereof reduced by the sum of (a) all amounts actually
distributed in respect of principal of such Class and (b) with
respect to the Mezzanine Certificates, any reductions in their
respective Certificate Principal Balances deemed to have occurred
in connection with allocations of Realized Losses on all prior
Distribution Dates pursuant to Section 4.04(b) plus any increase to
a Certificate Principal Balance pursuant to Section
4.04(d).
“Certificate Register”
and “Certificate Registrar”: The register maintained
and the registrar appointed pursuant to Section 5.02
herein.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the
purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor, a Servicer or
the Master Servicer or any Affiliate thereof shall be deemed not to
be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent
has been obtained, except as otherwise provided in Section 11.01.
The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor, a Servicer or the Master
Servicer in determining whether a Certificate is held by an
Affiliate thereof. All references herein to
“Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided,
however , that the Trustee and the Trust Administrator shall be
required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Charged-off Mortgage Loan”:
As defined in Section 3.01 herein.
“Class”: All of the
Certificates bearing the same class designation as set forth in the
Preliminary Statement.
“Class A Principal
Distribution Amount”: With respect to any Distribution Date
(a) prior to the Stepdown Date, (b) on which the Stepdown
Date occurs, if the Stepdown Date occurs as a result of clause (1)
of the Stepdown Date definition, or (c) on which a Trigger
Event is in effect, an amount equal to the Principal Distribution
Amount for such Distribution Date. For any Distribution Date
(a) on or after the Stepdown Date (except as specified in
clause (b) of the preceding sentence) and (b) on which a
Trigger Event is not in effect, an amount equal to the excess, if
any, of (x) the aggregate Certificate Principal Balance of the
Class A Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (1) 51.50%
and (2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class Exemption”: A class
exemption granted by the U.S. Department of Labor, which provides
relief from certain of the prohibited transaction provisions of
ERISA and the related excise tax provisions of the Code.
“Class M1/M2/M3 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess, if any, of (x) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date) and (2) the
aggregate Certificate Principal Balance of the Class M1, Class M2
and Class M3 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of
(1) 74.00% and (2) the Aggregate Principal Balance as of
the last day of the related Due Period and (B) the excess, if
any, of the Aggregate Principal Balance as of the last day of the
related Due Period over $4,831,159.
“Class M4 Principal
Distribution Amount”: With respect to any Distribution Date,
the excess, if any, of (x) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (2) the
aggregate Certificate Principal Balance of the Class M1, Class M2
and Class M3 Certificates (after taking into account the payment of
the Class M1/M2/M3 Principal Distribution Amount on such
Distribution Date) and (3) the Certificate Principal Balance
of the Class M4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of
(1) 77.90% and (2) the Aggregate Principal Balance as of
the last day of the related Due Period and (B) the excess, if
any, of the Aggregate Principal Balance as of the last day of the
related Due Period minus $4,831,159.
“Class M5 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date), and
(4) the Certificate Principal Balances of the Class M5
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 81.40% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M6 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balances of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date) and
(5) the Certificate Principal Balance of the Class M6
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 83.70% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M7 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date),
(5) the Certificate Principal Balance of the Class M6
Certificates (after taking into account the payment of the Class M6
Principal Distribution Amount on such Distribution Date) and
(6) the Certificate Principal Balance of the Class M7
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 86.10% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M8 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date),
(5) the Certificate Principal Balance of the Class M6
Certificates (after taking into account the payment of the Class M6
Principal Distribution Amount on such Distribution Date),
(6) the Certificate Principal Balance of the Class M7
Certificates (after taking into account the payment of the Class M7
Principal Distribution Amount on such Distribution Date) and
(7) the Certificate Principal Balance of the Class M8
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 87.90% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M9 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date),
(5) the Certificate Principal Balance of the Class M6
Certificates (after taking into account the payment of the Class M6
Principal Distribution Amount on such Distribution Date),
(6) the Certificate Principal Balance of the Class M7
Certificates (after taking into account the payment of the Class M7
Principal Distribution Amount on such Distribution Date),
(7) the Certificate Principal Balance of the Class M8
Certificates (after taking into account the payment of the Class M8
Principal Distribution Amount on such Distribution Date) and
(8) the Certificate Principal Balance of the Class M9
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 90.30% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M10 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date,
(5) the Certificate Principal Balance of the Class M6
Certificates (after taking into account the payment of the Class M6
Principal Distribution Amount on such Distribution Date),
(6) the Certificate Principal Balance of the Class M7
Certificates (after taking into account the payment of the Class M7
Principal Distribution Amount on such Distribution Date),
(7) the Certificate Principal Balance of the Class M8
Certificates (after taking into account the payment of the Class M8
Principal Distribution Amount on such Distribution Date),
(8) the Certificate Principal Balance of the Class M9
Certificates (after taking into account the payment of the Class M9
Principal Distribution Amount on such Distribution Date) and
(9) the Certificate Principal Balance of the Class M10
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 93.30% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class M11 Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (2) the aggregate Certificate
Principal Balance of the Class M1, Class M2 and Class M3
Certificates (after taking into account the payment of the Class
M1/M2/M3 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M4
Certificates (after taking into account the payment of the Class M4
Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M5
Certificates (after taking into account the payment of the Class M5
Principal Distribution Amount on such Distribution Date,
(5) the Certificate Principal Balance of the Class M6
Certificates (after taking into account the payment of the Class M6
Principal Distribution Amount on such Distribution Date),
(6) the Certificate Principal Balance of the Class M7
Certificates (after taking into account the payment of the Class M7
Principal Distribution Amount on such Distribution Date),
(7) the Certificate Principal Balance of the Class M8
Certificates (after taking into account the payment of the Class M8
Principal Distribution Amount on such Distribution Date),
(8) the Certificate Principal Balance of the Class M9
Certificates (after taking into account the payment of the Class M9
Principal Distribution Amount on such Distribution Date),
(9) the Certificate Principal Balance of the Class M10
Certificates (after taking into account the payment of the Class
M10 Principal Distribution Amount on such Distribution Date) and
(10) the Certificate Principal Balance of the Class M11
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 96.00% and
(2) the Aggregate Principal Balance as of the last day of the
related Due Period and (B) the excess, if any, of the
Aggregate Principal Balance as of the last day of the related Due
Period over $4,831,159.
“Class X Distribution
Amount”: With respect to any Distribution Date the sum of
(i) the Overcollateralization Release Amount for that
Distribution Date, if any, and (ii) the product of (x) a
notional amount, equal to the aggregate Stated Principal Balance of
the Mortgage Loans as of the first day of the month preceding the
month of such Distribution Date (after giving effect to Monthly
Payments of principal due on such date and reduced by Principal
Prepayments received and distributed in the month prior that
Distribution Date), and (y) the Pass-Through Rate for such
Class for such Distribution Date as set forth in footnote
(2) to the table entitled “Master REMIC -
Certificates” under Section 1.03 herein, less
(iii) distributions made pursuant to Section 4.01(a)(3)(i)
through (xxxviii) on such Distribution Date.
“Closing Date”: November 30,
2006.
“Code”: The Internal Revenue
Code of 1986, including any successor or amendatory
provisions.
“Collection Account”: The
account or accounts created and maintained by (i) SPS pursuant
to Section 3.10(a), which shall be entitled “Select Portfolio
Servicing, Inc., as a servicer, in trust for the holders of Asset
Backed Securities Corporation Home Equity Loan Trust, Series MO
2006-HE6 Asset Backed Pass-Through Certificates, Series MO
2006-HE6” with respect to the Ameriquest Mortgage Loans and
(ii) Nationstar Mortgage pursuant to Section 3.10(a), which
shall be entitled “Nationstar Mortgage LLC, as a servicer, in
trust for the holders of Asset Backed Securities Corporation Home
Equity Loan Trust, Series MO 2006-HE6 Asset Backed Pass-Through
Certificates, Series MO 2006-HE6” with respect to the
Nationstar Mortgage Loans. Each Collection Account must be an
Eligible Account.
“Commission”: The Securities
and Exchange Commission.
“Compensating Interest”: As
defined in Section 3.24 herein.
“Controlling Person”: With
respect to any Person, any other Person who “controls”
such Person within the meaning of the Securities Act.
“Corporate Trust Office”:
With respect to the (i) Trustee, the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust business in connection with this Agreement shall be
administered, which offices at the date of the execution of this
Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota,
55107-2292, Attn: Structured Finance, ABSC MO 2006-HE6, or at
such other address as the Trustee may designate from time to time
by notice to the Certificateholders, the Depositor, the Master
Servicer, the Trust Administrator and the Servicers, and
(ii) Trust Administrator, the principal corporate trust office
of the Trust Administrator which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland
21045, Attention: ABSC MO 2006-HE6, except for purposes of
certificate transfer, such term shall mean the office or agency of
the Trust Administrator located at Wells Fargo Bank, N.A., Wells
Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: ABSC MO 2006-HE6, or at such other
address as the Trust Administrator may designate from time to time
by notice to the Certificateholders, the Depositor, the Trustee,
the Master Servicer and the Servicers.
“Corresponding Classes of
Certificates”: With respect to each REMIC Regular Interest,
any Class of Certificates appearing opposite such REMIC Regular
Interest in Section 1.03 hereof.
“CPR”: A prepayment
assumption that represents an annualized constant assumed rate of
prepayment each month of a pool of mortgage loans relative to its
outstanding principal balance for the life of such pool.
“Credit Enhancement
Percentage”: For any Distribution Date the percentage
obtained by dividing (x) the sum of (i) the aggregate
Certificate Principal Balance of the Mezzanine Certificates (after
giving effect to the distribution of the Principal Distribution
Amount on such Distribution Date) and (ii) the
Overcollateralization Amount which for the purposes of this
definition shall not be less than zero (after giving effect to the
distribution of the Principal Distribution Amount on such
Distribution Date) by (y) the Aggregate Principal Balance as
of the last day of the related Due Period.
“Credit Repositories”: Each
of Equifax, Transunion, and Experian, or their respective
successors in interest.
“Custodial Agreement”: Either
the (a) Custodial Agreement dated November 1, 2006 between the
Trustee, the Trust Administrator and U.S. Bank National
Association, as custodian, and/or (b) Custodial Agreement dated
November 1, 2006 between the Trustee, the Trust Administrator and
The Bank of New York, as custodian, as the context requires, and
any other custodial agreement between the Trustee, the Trust
Administrator and a Custodian providing for the safekeeping of any
documents or instruments referred to in Section 2.01 on behalf
of the Certificateholders.
“Custodial File”: A Mortgage
File held by a Custodian on behalf of the Trustee.
“Custodian”: U.S. Bank
National Association or The Bank of New York, as the context
requires, and any other custodian that is appointed pursuant to a
Custodial Agreement. Any Custodian so appointed shall act as
agent on behalf of the Trustee, and shall be compensated by the
Trust Administrator (from the Trust Administrator’s own
funds) pursuant to the related Custodial Agreement. The
Trustee shall remain responsible under the terms of this
Agreement with respect to U.S. Bank as Custodian, notwithstanding
the fact that certain duties have been assigned to U.S. Bank as
Custodian. The Trustee shall not be responsible under the
terms of this Agreement with respect to The Bank of New York as
Custodian.
“Cut-off Date”: With
respect to each Mortgage Loan (other than a Qualified Substitute
Mortgage Loan), November 1, 2006. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the “Cut-off
Date,” when used with respect to more than one Mortgage Loan,
shall be to the respective Cut-off Dates for such Mortgage
Loans.
“Debt Service
Reduction”: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction resulting from a Deficient
Valuation.
“Defaulting Party”: As
defined in the ISDA Master Agreement.
“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 the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
“Definitive Certificates”: As
defined in Section 5.01(b) herein.
“Deleted Mortgage Loan”: A
Mortgage Loan replaced or to be replaced by a Qualified Substitute
Mortgage Loan.
“Delinquency Percentage”:
With respect to the last day of a Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of all Mortgage Loans that, as of the last
day of the previous calendar month, are 60 or more days Delinquent,
are in foreclosure, have been converted to REO Properties or have
been discharged by reason of bankruptcy, and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage
Loans and REO Properties as of the last day of the previous
calendar month.
“Delinquent”: A Mortgage Loan
is “Delinquent” if any Monthly Payment due on a Due
Date is not made by the close of business on the next scheduled Due
Date for such Mortgage Loan (including all foreclosures,
bankruptcies and REO Properties). A Mortgage Loan is
“30 days Delinquent” if such Monthly Payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such Monthly
Payment was due or, if there was no such corresponding date (e.g
., as when a 30-day month follows a 31-day month in which
the payment was due on the 31st day of such month), then on the
last day of such immediately succeeding month; and similarly for
“60 days Delinquent” and “90 days
Delinquent,” etc.
“Depositor”: Asset Backed
Securities Corporation, a Delaware corporation, or its successor in
interest.
“Depositor Certification”: As
defined in Section 4.06(b) herein, a form of which is attached
hereto as Exhibit H.
“Depository”: The Depository
Trust Company, or any successor Depository hereafter named.
The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry
Certificates, is CEDE & Co. 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
and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Exchange Act.
“Depository Institution”: Any
depository institution or trust company, including the Trustee,
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
“F-1” by Fitch (if rated by Fitch), “A-1”
by S&P and “P-1” by Moody’s (or comparable
ratings if Fitch, S&P and Moody’s are not the Rating
Agencies).
“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.
“Determination Date”: With
respect to each Distribution Date, the 15th day of the calendar
month in which such Distribution Date occurs or, if such 15th day
is not a Business Day, the Business Day immediately preceding such
15th day.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
the Trust Fund other than through an Independent Contractor;
provided, however , that none of the Trustee, the Trust
Administrator, the Master Servicer or a Servicer shall be
considered to Directly Operate an REO Property solely because the
Trustee, the Trust Administrator, the Master Servicer or a Servicer
establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such REO
Property.
“Disqualified Organization”:
Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for Freddie Mac, a
majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any
of the foregoing, (iii) any organization (other than certain
farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code,
(v) an “electing large partnership” within the
meaning of Section 775 of the Code and (vi) any other Person
so designated by the Trust Administrator based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any REMIC created hereunder,
or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms “United
States,” “State” and “international
organization” shall have the meanings set forth in Section
7701 of the Code or successor provisions.
“Distribution Account”: The
trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, Wells Fargo Bank, N.A., as Trust
Administrator, in trust for the registered holders of Asset Backed
Securities Corporation Home Equity Loan Trust, Series MO
2006-HE6”. The Distribution Account must be an Eligible
Account.
“Distribution Date”:
The 25th day of any month, or if such 25th day is not a Business
Day, the Business Day immediately following such 25th day,
commencing in December 2006.
“Due Date”: With respect to
each Distribution Date and each Mortgage Loan (a) that has a
Monthly Payment due on the first day of the month, the first day of
the month and (b) that has a Monthly Payment due on a day
other than the first day of the month, such Mortgage Loan will be
treated as if the Monthly Payment is due on the first day of the
immediately succeeding month, in each case, exclusive of any days
of grace in the related Due Period.
“Due Period”: With respect to
any Distribution Date, the period commencing on the second day of
the month immediately preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
“Early Termination Date”: As
defined in the ISDA Master Agreement.
“EDGAR”: The
Commission’s Electronic Data Gathering and Retrieval
System.
“Eligible Account”: Either
(1) an account or accounts maintained with a federal or
state-chartered Depository Institution or trust company acceptable
to the Rating Agencies and shall be: (a) commercial paper,
short-term debt obligation, or other short-term deposits rated at
least “A-1+” by S&P and “F-1+” by Fitch
(if rated by Fitch) if the deposits are to be held in the account
for less than 30 days; or (b) long term unsecured debt
obligations rated at least “AA-” by S&P if the
deposits are to be held in the account more than 30 days; following
a downgrade, withdrawal, or suspension of such institution’s
rating, each account should promptly (and in any case within not
more than 10 calendar days) be moved to a qualifying institution or
to one or more segregated trust accounts in the trust department of
such institution, if permitted; or (2) a segregated trust
account or accounts maintained with the corporate trust department
of a federal depository institution or state-chartered depository
institution subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulation
Section 9.10(b), which, in either case, has corporate trust powers,
acting in its fiduciary capacity. Eligible Accounts may bear
interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“ERISA-Qualifying
Underwriting”: A best efforts or firm commitment underwriting
or private placement that meets the requirements (without regard to
the ratings requirements) of an Underwriter’s
Exemption.
“Estate in Real Property”: A
fee simple estate in a parcel of land.
“Event of Default”: One or
more of the events described in Section 7.01(a) herein.
“Excess Overcollateralization
Amount”: With respect to any Distribution Date, the excess,
if any, of (i) the Overcollateralization Amount for such
Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal payment on such Distribution Date)
over (ii) the Overcollateralization Target Amount for such
Distribution Date.
“Exchange Act”: The
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Extraordinary Trust Fund
Expense”: Any amounts reimbursable to the Trustee, Trust
Administrator or Master Servicer or any director, officer, employee
or agent of the Trustee, Trust Administrator or Master Servicer,
from the Trust Fund pursuant to Section 2.02, 2.03, 7.02, 8.05(a)
(other than amounts that are the responsibility of the Trust
Administrator) or 8A.05(a) (other than amounts representing
compensation) and any amounts payable from the Distribution Account
in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
payable from the Distribution Account in respect of any REMIC
administration pursuant to Section 10.01(c).
“Fannie Mae”: Fannie Mae,
formerly known as Federal National Mortgage Association, or any
successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Federal Funds Rate”: The
interest rate at which depository institutions lend balances at the
Federal Reserve to other depository institutions
overnight.
“Final Certification”: As
defined in Section 2.02.
“Final Distribution Date”:
The Distribution Date in November 2036.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or a Servicer, as the case
may be, pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01, as applicable), a determination made by
the related Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which such Servicer, in
its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. Each
Servicer shall maintain records, prepared by a Servicing Officer,
of each Final Recovery Determination made thereby.
“First Lien”: With respect to
any second lien Mortgage Loan, the mortgage loan relating to the
corresponding Mortgaged Property having a first priority
lien.
“Fitch”: Fitch Ratings, Inc.,
or its successor in interest thereto.
“Fixed Rate Mortgage Loan”:
Each of the Mortgage Loans identified in the Mortgage Loan Schedule
as having a Mortgage Rate that is fixed.
“Fixed-Rate PPC”: 100%
Fixed-Rate PPC means a CPR of 4.00% per annum of the then unpaid
principal balance of the Fixed Rate Mortgage Loans in the first
month of the life of such Mortgage Loans and an additional
approximately 1.4545% (precisely 16%/11 expressed as a percentage)
per annum in each month thereafter until the 12th month, and then
beginning in the 12th month and in each month thereafter during the
life of such Mortgage Loans, a CPR of 20% per annum.
“Formula Rate”: As to any
Class of LIBOR Certificates and any Distribution Date, the lesser
of (i) One-Month LIBOR plus the applicable Certificate Margin
and (ii) the applicable Maximum Rate.
“Freddie Mac”: Freddie Mac,
formerly known as Federal Home Loan Mortgage Corporation, or any
successor thereto.
“Gross Margin”: With respect
to each Adjustable Rate Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note that is added to the Index on
each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
“Independent”: When used with
respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Servicers and their
respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor, the Servicers or any Affiliate thereof, and (c) is
not connected with the Depositor, the Servicers or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions;
provided, however , that a Person shall not fail to be
Independent of the Depositor, the Servicers or any Affiliate
thereof merely because such Person is the beneficial owner of 1% or
less of any Class of securities issued by the Depositor or the
Servicers or any Affiliate thereof, as the case may be.
“Independent Contractor”:
Either (i) any Person (other than a Servicer) that would be an
“independent contractor” with respect to the Trust Fund
within the meaning of Section 856(d)(3) of the Code if the Trust
Fund were a real estate investment trust (except that the ownership
tests set forth in that section shall be considered to be met by
any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates), so long as the Trust Fund does not receive
or derive any income from such Person and provided that the
relationship between such Person and the Trust Fund is at
arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including a
Servicer) if the Trustee and the Trust Administrator have received
an Opinion of Counsel to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of
such REO Property to fail to qualify as Rents from Real
Property.
“Index”: With respect to each
Adjustable Rate Mortgage Loan and each related Adjustment Date, the
index as specified in the related Mortgage Note.
“Initial Certification”: As
defined in Section 2.02.
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that a Servicer would follow in servicing Mortgage Loans
held for its own account, subject to the terms and conditions of
the related Mortgage Note and Mortgage.
“Interest Accrual Period”:
With respect to any Distribution Date and the LIBOR Certificates,
will be the actual number of days (based on a 360-day year)
included in the period commencing on the immediately preceding
Distribution Date (or, in the case of the first such Interest
Accrual Period, commencing on the Closing Date) and ending on the
day immediately preceding such Distribution Date.
“Interest Determination
Date”: With respect to the LIBOR Certificates and any
Interest Accrual Period therefor, the second London Business Day
preceding the commencement of such Interest Accrual
Period.
“Interest Remittance Amount”:
With respect to any Distribution Date, the sum of the
Subgroup 1 Interest Remittance Amount and Subgroup 2
Interest Remittance Amount.
“ISDA”: International
Swaps and Derivatives Association, Inc.
“ISDA Master Agreement”:
An ISDA Master Agreement (Multicurrency-Cross Border) in the
form published by ISDA in 1992 including the schedule
thereto.
“Late Collections”:
With respect to any Mortgage Loan and any Due Period, all amounts
received subsequent to the Determination Date immediately following
such Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest
due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but Delinquent for such Due
Period and not previously recovered.
“Legal Fees”: As defined in
Section 8.05(b).
“LIBOR Certificates”: As
specified in the Preliminary Statement.
“Liquidation Event”: With
respect to any Mortgage Loan, any of the following events:
(i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan;
(iii) such Mortgage Loan is removed from the Trust Fund by
reason of its being purchased, sold or replaced pursuant to or as
contemplated by Section 2.03, Section 3.16(c), Section 3.23 or
Section 9.01; or (iv) such Mortgage Loan becomes a Charged-off
Mortgage Loan. With respect to any REO Property, either of
the following events: (i) a Final Recovery Determination is
made as to such REO Property; or (ii) such REO Property is
removed from the Trust Fund by reason of its being purchased
pursuant to Section 9.01.
“Liquidation Proceeds”: The
amount (other than Insurance Proceeds, Recoveries or amounts
received in respect of the rental of any REO Property prior to REO
Disposition) received by a Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property related to a
Mortgage Loan serviced by such Servicer by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a
defaulted Mortgage Loan serviced by such Servicer through a
trustee’s sale, foreclosure sale or otherwise, or
(iii) the repurchase, substitution or sale of a Mortgage Loan
serviced by such Servicer or a related REO Property pursuant to or
as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or
Section 9.01.
“Loan Performance
Advisor”: OfficeTiger Global Real
Estate Services Inc. , a Delaware
corporation, and its successors in interest.
“Loan Performance Advisor
Agreement”: The Loan Performance Advisor Agreement, dated as
of February 28, 2005, by and between the Depositor and the Loan
Performance Advisor.
“LPA Fee”: As to any
Distribution Date, an amount equal to the product of
(a) one-twelfth of the LPA Fee Rate and (b) the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day
of the related Due Period or, in the case of the first Distribution
Date, the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date; provided however that the LPA Fee for any
Distribution Date shall not be lower than $1,500.
“LPA Fee Rate”: With respect
to each Mortgage Loan, either (a) 0.015% per annum or
(b) if the LPA Fee is the amount calculated pursuant to the
proviso in the definition of “LPA Fee”, a per annum
rate determined by dividing such fee by the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.
“Loan-to-Value Ratio” or
“LTV”: With respect to any first lien Mortgage Loan and
as of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the
related Mortgage Loan at such date and the denominator of which is
the Value of the related Mortgaged Property. With respect to
any second lien Mortgage Loan and as of any date of determination,
the fraction, expressed as a percentage, the numerator of which is
the sum of (a) the principal balance of the related Mortgage
Loan at the date of origination plus (b) the principal balance
of the related First Lien at the date of origination of such
mortgage loan and the denominator of which is the Value of the
related Mortgaged Property.
“London Business Day”: Any
day on which banks in the City of London and The City of New York
are open and conducting transactions in United States
dollars.
“Master REMIC”: As defined in
Section 1.03 of this Agreement.
“Master Servicer”: Wells
Fargo Bank, National Association, or any successor in interest, and
if a successor master servicer is appointed as herein provided,
such successor in its capacity as master servicer
hereunder.
“Maximum Rate”: The
Subgroup 1 Maximum Rate, Subgroup 2 Maximum Rate or the
Subordinate Maximum Rate, as applicable.
“Maximum Mortgage Rate”: With
respect to each Adjustable Rate Mortgage Loan, the percentage set
forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Minimum Mortgage Rate”: With
respect to each Adjustable Rate Mortgage Loan, the greater of
(a) the Gross Margin set forth in the related Mortgage Note
and (b) the percentage set forth in the related Mortgage Note
as the minimum Mortgage Rate thereunder.
“Monthly Interest Distributable
Amount”: With respect to any Distribution Date and each Class
of Certificates, other than the Class P, Class R and Class X
Certificates, an amount equal to the amount of interest accrued
during the related Interest Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance of such
Class of Certificates immediately prior to such Distribution Date,
in each case, reduced by any Net Prepayment Interest Shortfalls
allocated to such Class of Certificates and any Relief Act Interest
Shortfalls allocated to such Class of Certificates, in each such
case, as such shortfalls are allocated pursuant to Section 1.02
herein.
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any
Deficient Valuation and/or Debt Service Reduction with respect to
such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted
or agreed to by the related Servicer pursuant to Section 3.07(a);
and (c) on the assumption that all other amounts, if any, due
under such Mortgage Loan are paid when due.
“Moody’s”:
Moody’s Investors Service, Inc. or its successor in
interest.
“Mortgage”: The mortgage,
deed of trust or other instrument creating a first or second lien
on, or first or second priority security interest in, a Mortgaged
Property securing a Mortgage Note.
“Mortgage File”: The mortgage
documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(c) of this Agreement, as held from
time to time as a part of the Trust Fund, the Mortgage Loans so
held being identified in the Mortgage Loan Schedule, including each
REO Property unless the context otherwise requires.
“Mortgage Loan Purchase
Agreement”: The Nationstar Mortgage Loan Purchase Agreement
and/or the Ameriquest Mortgage Loan Purchase Agreement, as the
context requires.
“Mortgage Loan Schedule”: As
of any date, the list of Mortgage Loans included in the Trust Fund
on such date, attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth by Subgroup the following information
with respect to each Mortgage Loan in such Subgroup:
(i)
the Mortgagor’s name and the
related Originator’s Mortgage Loan identifying
number;
(ii)
the street address of the Mortgaged
Property including the state and zip code;
(iii)
a code indicating whether the Mortgaged
Property is owner-occupied;
(iv)
the type of Residential Dwelling
constituting the Mortgaged Property;
(v)
the original months to
maturity;
(vi)
the Loan-to-Value Ratio, at
origination;
(vii)
the Mortgage Rate in effect immediately
following the Cut-off Date;
(viii)
the date on which the first Monthly
Payment was due on the Mortgage Loan;
(ix)
the stated maturity date of such Mortgage
Loan and of the related First Lien, if applicable;
(x)
the amount of the Monthly Payment
(a) at origination and (b) due on the first Due Date
after the Cut-off Date;
(xi)
the last Due Date on which a Monthly
Payment was actually applied to the unpaid Stated Principal
Balance;
(xii)
the original principal amount of the
Mortgage Loan and the original principal balance of the related
First Lien, if applicable, as of the date of
origination;
(xiii)
the Stated Principal Balance of the
Mortgage Loan and the Stated Principal Balance of the related First
Lien, if applicable, as of the close of business on the Cut-off
Date;
(xiv)
with respect to each Adjustable Rate
Mortgage Loan, the applicable Index and Gross Margin;
(xv)
a code indicating the purpose of the
Mortgage Loan (i.e., purchase financing, rate/term refinancing,
cash-out refinancing);
(xvi)
with respect to each Adjustable Rate
Mortgage Loan, the Maximum Mortgage Rate;
(xvii)
with respect to each Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate;
(xviii)
the Mortgage Rate at
origination;
(xix)
with respect to each Adjustable Rate
Mortgage Loan, the Periodic Rate Cap and the maximum first
Adjustment Date Mortgage Rate adjustment;
(xx)
a code indicating the documentation
program;
(xxi)
with respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date immediately following the
Cut-off Date and the Adjustment Date frequency;
(xxii)
the Value of the Mortgaged
Property;
(xxiii)
the sale price of the Mortgaged Property,
if applicable;
(xxiv)
the related Originator’s risk grade
and the FICO or other credit score;
(xxv)
the actual interest “paid to
date” of the Mortgage Loan as of the Cut-off Date;
(xxvi)
the number of years any Prepayment
Premium is in effect;
(xxvii)
the loan type (e.g., fixed, adjustable;
2/28, 2/28 IO, 3/27, 3/27 IO etc.);
(xxviii)
the actual unpaid principal balance
of the Mortgage Loan as of the Cut-off Date;
(xxix)
a code indicating whether such Mortgage
Loan is a Subgroup 1 Mortgage Loan or a Subgroup 2
Mortgage Loan;
(xxx)
a code indicating whether the Mortgage
Loan is a second lien Mortgage Loan;
(xxxi)
a code indicating whether the Mortgage
Loan is subject to a Prepayment Premium, if any; and
(xxxii)
a code indicating which Servicer is
servicing the Mortgage Loan.
The Mortgage Loan Schedule shall set
forth the following information with respect to the Mortgage Loans
in the aggregate as of the Cut-off Date: (1) the number of
Mortgage Loans; (2) the current principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted average maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall set forth
the aggregate Stated Principal Balance of the Mortgage Loans.
The Mortgage Loan Schedule shall be amended from time to time
by the Depositor in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage
Loan, the Cut-off Date shall refer to the related Cut-off Date for
such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.
“Mortgage Note”: The original
executed note or other evidence of the indebtedness of a Mortgagor
under a Mortgage Loan.
“Mortgage Pool”: The pool of
Mortgage Loans, identified on Schedule 1 from time to time, and any
REO Properties acquired in respect thereof.
“Mortgage Rate”: With respect
to each Mortgage Loan, the annual rate at which interest accrues on
such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan
became an REO Property.
“Mortgaged Property”: The
underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property or a leasehold
interest improved by a Residential Dwelling.
“Mortgagor”: The obligor on a
Mortgage Note.
“Nationstar Mortgage”:
Nationstar Mortgage LLC, or its successor in interest.
“Nationstar Mortgage Loan Purchase
Agreement”: The agreement between Nationstar Mortgage and DLJ
Mortgage Capital, Inc., regarding the sale of the Nationstar
Mortgage Loans by Nationstar Mortgage to the Seller.
“Nationstar Mortgage Loans”:
The Mortgage Loans originated by Nationstar Mortgage.
“Nationstar Reconstitution
Agreement” That certain reconstitution agreement dated as of
the Closing Date by and among the Seller, the Depositor and
Nationstar Mortgage related to the Nationstar Mortgage Loan
Purchase Agreement by and among the Seller and Nationstar
Mortgage.
“Net Counterparty Payment”:
For each Swap Payment Date, the excess, if any, of the Swap
Counterparty Payment over the Trust Swap Payment for such
date.
“Net Liquidation
Proceeds”: With respect to any liquidation of a Mortgage Loan
or any other disposition of related Mortgaged Property (including
REO Property), the related Liquidation Proceeds, net of P&I
Advances, Servicing Advances, Servicing Fees and any other fees,
received and retained in connection with the liquidation of such
Mortgage Loan or Mortgaged Property in accordance with the terms of
this Agreement.
“Net Monthly Excess
Cashflow”: With respect to any Distribution Date, an amount
equal to the sum of (i) any Overcollateralization Release
Amount for such Distribution Date and (ii) the positive excess
of (x) the Available Distribution Amount for such Distribution
Date over (y) the sum for such Distribution Date of
(A) the Monthly Interest Distributable Amounts for the LIBOR
Certificates pursuant to Section 4.01(a)(1), (B) any Unpaid
Interest Shortfall Amounts for the Class A Certificates,
(C) the Principal Remittance Amount, (D) the Net Trust
Swap Payment and (E) any Swap Termination Payment required to
be paid to the Supplemental Interest Trust (unless the Swap
Counterparty is the Defaulting Party or the Sole Affected
Party).
“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 then applicable Mortgage Rate for such Mortgage Loan minus the
Administration Fee Rate.
“Net Prepayment Interest
Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date
over the related Compensating Interest.
“Net Trust Swap Payment”:
For each Swap Payment Date, the excess, if any, of the Trust
Swap Payment over the Swap Counterparty Payment for such
date.
“Net WAC Rate”: The
Subgroup 1 Net WAC Rate, the Subgroup 2 Net WAC Rate or
the Subordinate Net WAC Rate, as applicable.
“Net WAC Rate Carryover
Amount”: For any Distribution Date on which the Pass-Through
Rate for any Class of LIBOR Certificates is equal to the related
Net WAC Rate, an amount equal to the sum of (i) the excess of
(x) the amount of interest such Class accrued for such
Distribution Date at the related Formula Rate, over (y) the
amount of interest such Class accrued for such Distribution Date at
the related Net WAC Rate and (ii) the unpaid portion of any
related Net WAC Rate Carryover Amount from the prior Distribution
Date together with interest accrued on such unpaid portion for the
most recently ended Interest Accrual Period at the Formula Rate
applicable for such Class for such Interest Accrual
Period.
“Net WAC Reserve Fund”: The
Eligible Account established pursuant to Section 3.26.
“New Lease”: Any lease of REO
Property entered into on behalf of the Trust Fund, including any
lease renewed or extended on behalf of the Trust Fund, if the Trust
Fund has the right to renegotiate the terms of such
lease.
“NIM Note”: Any debt
instrument secured by distributions on any of the Certificates
issued by the Trust.
“Nonrecoverable P&I
Advance”: Any P&I Advance previously made or proposed to
be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the related Servicer or the Master
Servicer, as applicable, using Accepted Servicing Practices, will
not or, in the case of a proposed P&I Advance, would not be
ultimately recoverable from related Late Collections, Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO
Property as provided herein.
“Nonrecoverable Servicing
Advance”: Any Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the related Servicer or the
Master Servicer, as applicable, using Accepted Servicing Practices,
will not or, in the case of a proposed Servicing Advance, would not
be ultimately recoverable from related Late Collections, Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO
Property as provided herein.
“Non-United States Person”:
Any Person other than a United States Person.
“Offered Certificates”: As
defined in the Preliminary Statement.
“Offered Subordinate
Certificates”: As specified in the Preliminary
Statement.
“Officers’
Certificate”: With respect to the Depositor and the Seller, a
certificate signed by the Chairman of the Board, the Vice Chairman
of the Board, the President, a vice president (however denominated)
or an authorized agent, and by the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor or Seller, as applicable. With respect to each
Servicer, the Master Servicer or the Trust Administrator, any
officer who is authorized to act for such Servicer, the Master
Servicer or the Trust Administrator, as applicable, in matters
relating to this Agreement, and whose action is binding upon such
Servicer, the Master Servicer or the Trust Administrator, as
applicable, initially including those individuals whose names
appear on the list of authorized officers delivered at the
closing.
“One-Month LIBOR”: With
respect to the LIBOR Certificates and any Interest Accrual
Period therefor, the rate determined by the Trust Administrator on
the related Interest Determination Date (or with respect to the
initial Interest Accrual Period, on the Closing Date based on
information available on the related Interest Determination Date)
on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided
that if such rate does not appear on Telerate Page 3750, the rate
for such date will be determined on the basis of the offered rates
of the Reference Banks for one-month U.S. dollar deposits, as of
11:00 a.m. (London time) on such Interest Determination Date.
In such event, the Trust Administrator will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations,
One-Month LIBOR for the related Interest Accrual Period shall be
the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/16%). If on such
Interest Determination Date, fewer than two Reference Banks provide
such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the higher of (i) One-Month LIBOR as
determined on the previous Interest Determination Date and
(ii) the Reserve Interest Rate. Notwithstanding the
foregoing, if, under the priorities described above, One-Month
LIBOR for an Interest Determination Date would be based on
One-Month LIBOR for the previous Interest Determination Date for
the third consecutive Interest Determination Date, the Trust
Administrator shall select an alternative comparable index (over
which the Trust Administrator has no control), used for determining
one-month Eurodollar lending rates that is calculated and published
(or otherwise made available) by an independent party. On
each Interest Determination Date, the Trust Administrator shall
determine One-Month LIBOR for the related Interest Accrual Period
and make it available to the Master Servicer and such rate shall be
final and binding, absent an error of the Trust
Administrator.
“Operative Documents”: This
Agreement, the Mortgage Loan Purchase Agreements, the
Reconstitution Agreements, the Assignment and Assumption Agreement
and any other documents related hereto or thereto.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Master Servicer or a
Servicer and which shall be acceptable to the Trustee and Trust
Administrator (which acceptance shall not be unreasonably
withheld), except that any opinion of counsel relating to
(a) the qualification of any REMIC created hereunder or
(b) compliance with the REMIC Provisions must be an opinion of
Independent counsel.
“Optional Termination”:
With respect to the majority Class X Certificateholder
(so long as (a) it is not an affiliate of the Depositor or the
Seller or (b) the Class X Certificates are not securing a
NIM Note), the purchase by SPS at the direction and on behalf of
the majority Class X Certificateholder of the Mortgage Loans
and each REO Property remaining in the Trust Fund. With
respect to SPS, the purchase by SPS (so long as the Class X
Certificates are not securing a NIM Note) of the Mortgage Loans and
each REO Property remaining in the Trust Fund.
“Optional Termination Date”:
Each Distribution Date that any Terminating Entity shall be
permitted to purchase the Mortgage Loans and REO Properties
pursuant to Section 9.01(b).
“Original Certificate Principal
Balance”: With respect to any Class of Certificates, other
than the Class R and Class X Certificates, the Certificate
Principal Balance thereof on the Closing Date and as specified in
Section 1.03 hereof.
“Originator”: Either
Nationstar Mortgage and/or each Ameriquest Originator; provided
that, with respect to the cure, repurchase or substitution
obligations of the Ameriquest Originators under Section 2.03, the
“Originator” shall mean Ameriquest.
“Outsourcer”: As defined in
Section 3.02(c) herein.
“Overcollateralization
Amount”: As of any Distribution Date, the excess, if any, of
(a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties as of the last day of the related Due
Period for such Distribution Date over (b) the sum of the
aggregate Certificate Principal Balances of the LIBOR and Class P
Certificates as of such Distribution Date (after taking into
account the payment of the amounts described in clauses (b)(i)
through (iv) of the definition of Principal Distribution Amount on
such Distribution Date).
“Overcollateralization Deficiency
Amount”: With respect to any Distribution Date, the excess,
if any, of (a) the Overcollateralization Target Amount
applicable to such Distribution Date over (b) the
Overcollateralization Amount applicable to such Distribution Date
(assuming that 100% of the Principal Remittance Amount is applied
as a payment of principal) on such Distribution Date.
“Overcollateralization Increase
Amount”: With respect to any Distribution Date, the lesser of
(a) the Overcollateralization Deficiency Amount for such
Distribution Date and (b) Net Monthly Excess Cash Flow
available for distribution on that Distribution Date pursuant to
Section 4.01(a)(3)(a)(i).
“Overcollateralization Release
Amount”: With respect to any Distribution Date, an amount
equal to the lesser of (a) the Excess Overcollateralization
Amount and (b) the Basic Principal Distribution Amount for
such Distribution Date.
“Overcollateralization Target
Amount”: With respect to any Distribution Date (1) prior
to the Stepdown Date, 2.00% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (2) on
or after the Stepdown Date provided a Trigger Event is not in
effect, the greater of (x) 4.00% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period and (y) $4,831,159, and (3) on or
after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding
Distribution Date.
“Ownership Interest”: As to
any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”:
For any Distribution Date with respect to any Class of LIBOR
Certificates will equal the lesser of (a) the related Formula
Rate and (b) the related Net WAC Rate for such Distribution
Date. For any Distribution Date and the Class X
Certificates, the rate set forth for the Class X Certificates
in footnote (2) to the table entitled
“Certificates” in Section 1.03.
“PCAOB”: The Public Company
Accounting Oversight Board.
“Percentage Interest”: As to
any certificate, either the percentage set forth on the face
thereof or the percentage obtained by dividing the initial
Certificate Principal Balance represented by such certificate by
the aggregate initial Certificate Principal Balance of all of the
certificates of such Class.
“Periodic Rate Cap”: With
respect to each Adjustable Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without
regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate)
on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted Investments”: Any
one or more of the following obligations or securities acquired at
a purchase price of not greater than par, regardless of whether
issued by the Depositor, a Servicer, the Trustee, the Master
Servicer, the Trust Administrator or any of their respective
Affiliates:
(a)
direct obligations of, or obligations
fully guaranteed as to timely payment of principal and interest by,
the United States or any agency or instrumentality thereof,
provided such obligations are backed by the full faith and credit
of the United States;
(b)
demand and time deposits in, certificates
of deposit of, or bankers’ acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30 days) denominated in United States dollars that are rated in the
highest rating category by each Rating Agency and issued by any
Depository Institution;
(c)
repurchase obligations with respect to
any security described in clause (a) above entered into with a
Depository Institution (acting as principal);
(d)
securities bearing interest or sold at a
discount that are issued by any corporation incorporated under the
laws of the United States of America or any state thereof and that
are rated by each Rating Agency that rates such securities in its
highest long-term unsecured rating category at the time of such
investment or contractual commitment providing for such
investment;
(e)
commercial paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more than
30 days after the date of acquisition thereof) that is rated by
each Rating Agency that rates such securities in its highest
short-term unsecured debt rating available at the time of such
investment;
(f)
units of money market funds, including
money market funds managed or advised by the Trustee, the Trust
Administrator or an Affiliate thereof, that have been rated
“AAA” by Fitch (if rated by Fitch), “Aaa”
by Moody’s (if rated by Moody’s) and “AAA”
by S&P (if rated by S&P); and
(g)
if previously confirmed in writing to the
Trustee and the Trust Administrator, any other demand, money market
or time deposit, or any other obligation, security or investment,
as may be acceptable to the Rating Agencies as a permitted
investment of funds backing securities having ratings equivalent to
its highest initial rating of the Class A Certificates;
provided, however , that any Permitted Investment pursuant
to this clause (g) which solely contains a short-term rating shall
be a Permitted Investment rated in the highest category for such
short-term rating;
provided, however
, that no instrument described hereunder
shall evidence either the right to receive (a) only interest
with respect to the obligations underlying such instrument or
(b) both principal and interest payments derived from
obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at
par of the underlying obligations.
“Permitted Transferee”: Any
Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”: Any individual,
corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
“P&I Advance”: As to any
Mortgage Loan or REO Property, any advance made by a Servicer or
the Master Servicer (as successor servicer) in respect of any
Distribution Date representing the aggregate of all payments of
principal and interest, net of the related Servicing Fee, that were
due during the related Due Period on the related Mortgage Loans and
that were Delinquent on the related Determination Date, plus
certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure as determined pursuant
to Section 4.03. Neither Servicer will be required to make
any Nonrecoverable P&I Advances as described in Section
4.03.
“Plan”: Any employee benefit
plan (as defined in Section 3(3) of ERISA) or other plan as defined
in Section 4975(e)(1) of the Code that is subject to Title I of
ERISA or Section 4975 of the Code, or any entity deemed to hold the
plan assets of the foregoing.
“Pool Principal Balance”: As
of any Distribution Date, the aggregate Stated Principal Balance of
the Mortgage Loans.
“Prepayment Assumption”: With
respect to the (i) Adjustable Rate Mortgage Loans, 100%
Adjustable-Rate PPC and (ii) Fixed Rate Mortgage Loans, 115%
Fixed-Rate PPC. The Prepayment Assumption is used solely for
determining the accrual of original issue discount on the
Certificates for federal income tax purposes.
“Prepayment Interest Excess”:
With respect to any Distribution Date, interest payments with
Principal Prepayments in full received during the first day through
the fifteenth day of a calendar month in a Prepayment Period
representing interest accruals for the portion of the Prepayment
Period from such first day to the date such prepayment is applied
by the Servicer.
“Prepayment Interest
Shortfall”: With respect to any Determination Date, for each
Mortgage Loan that was during the related Prepayment Period subject
to a Principal Prepayment (other than a Principal Prepayment in
full received on or prior to the Closing Date and during that
portion of the related Prepayment Period occurring between the
first day of the calendar month in which the such Determination
Date occurs and the last day of such Prepayment Period) that was
applied by the related Servicer to reduce the outstanding principal
balance of such Mortgage Loan on a date preceding the Due Date in
the succeeding Prepayment Period, an amount equal to the product of
(a) the Net Mortgage Rate for such Mortgage Loan, (b) the
amount of the Principal Prepayment for such Mortgage Loan,
(c) 1/360 and (d) the number of days commencing on the
date on which the prepayment is applied and ending on the last day
of the calendar month preceding the month of such Determination
Date. The obligations of each Servicer in respect of any
related Prepayment Interest Shortfall are set forth in Section
3.24.
“Prepayment Period”:
With respect to any Distribution Date, is with respect to
(i) Principal Prepayments in full, the period beginning on the
sixteenth day of the calendar month preceding the month of such
Distribution Date and ending on the fifteenth day of the month of
such Distribution Date and (ii) Principal Prepayments in part,
the calendar month preceding such Distribution Date, except with
respect to the first Distribution Date, the Prepayment Period for
all prepayments will commence on November 7, 2006, with
respect to the Nationstar Mortgage Loans, and November 6,
2006, with respect to the Ameriquest Mortgage Loans.
“Prepayment Premium”:
With respect to any Mortgage Loan and Prepayment Period, any
prepayment premium, penalty or charge collected by the related
Servicer from a Mortgagor in connection with any voluntary
Principal Prepayment and held from time to time as a part of the
Trust Fund. Each Servicer shall calculate, in good faith
using Accepted Servicing Practices, the amount of any Prepayment
Premium solely pursuant to the terms of the related Mortgage
Note.
“Prepayment Premium
Schedule”: As of the Cut-off Date, a list attached hereto as
Schedule 2 (including the Prepayment Premium Summary attached
thereto) in an electronic format, setting forth the following
information with respect to each Prepayment Premium:
(i)
the Mortgage Loan identifying
number;
(ii)
a code indicating the type of Prepayment
Premium;
(iii)
the state of origination of the related
Mortgage Loan;
(iv)
the date on which the first monthly
payment was due on the related Mortgage Loan;
(v)
the term of the related Prepayment
Premium;
(vi)
the principal balance of the related
Mortgage Loan as of the Cut-off Date; and
(vii)
such other information as is reasonably
requested by the Trust Administrator.
Upon notice to the Trust Administrator, a
Servicer shall amend the Prepayment Premium Schedule (i) if
such Servicer has waived a Prepayment Premium or (ii) upon the
substitution of any Mortgage Loan. Each Servicer shall
furnish a copy of the amended Prepayment Premium Schedule to the
Trust Administrator. With respect to a waived Prepayment
Premium, a Servicer may deliver to the Trust Administrator an
Officer’s Certificate as described in Section 3.07(b) in lieu
of an amended Prepayment Premium Schedule.
“Prime Rate”: The rate of
interest equal to the prime rate as reported in The Wall Street
Journal .
“Principal Distribution
Amount”: With respect to any Distribution Date, the lesser
of:
(a)
the excess of the Available Distribution
Amount over the amount payable on the Certificates from the
Available Distribution Account pursuant to Section 4.01(a)(1)(i)
– (xiv); and
(b)
the sum of
(i)
the principal portion of each Monthly
Payment on the Mortgage Loans due during the related Due Period,
whether or not received on or prior to the related Determination
Date;
(ii)
the Stated Principal Balance of any
Mortgage Loan that was purchased during the calendar month
preceding the month of such Distribution Date pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and
the amount of any shortfall deposited in the Collection Accounts in
connection with the substitution of a Deleted Mortgage Loan
pursuant to Section 2.03 during the calendar month preceding the
month of such Distribution Date;
(iii)
the principal portion of all other
unscheduled collections in respect of Insurance Proceeds,
Liquidation Proceeds and REO Principal Amortization received during
the calendar month preceding the month of such Distribution Date,
net of any portion thereof that represents a recovery of principal
for which an advance was made by the related Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and any
Recoveries received during the calendar month preceding the month
of such Distribution Date;
(iv)
the principal portion of all unscheduled
collections in respect of Principal Prepayments received during the
related Prepayment Period; and
(v)
the amount of any Overcollateralization
Increase Amount for such Distribution Date to the extent covered by
Net Monthly Excess Cashflow for such Distribution Date;
minus:
(c)
the amount of any Overcollateralization
Release Amount for such Distribution Date.
“Principal Prepayment”: Any
payment of principal made by the Mortgagor on a Mortgage Loan which
is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest (without regard to any
Prepayment Premium that may have been collected by the related
Servicer in connection with such payment of principal) representing
the full amount of scheduled interest due on any Due Date in any
month or months subsequent to the month of prepayment.
“Principal Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Distribution Amount equal to the sum of
(i) all scheduled payments of principal collected or advanced
on the Mortgage Loans by a Servicer that were due during the
related Due Period, (ii) the principal portion of all
Principal Prepayments of the Mortgage Loans, if any, applied by a
Servicer during the related Prepayment Period, (iii) the
principal portion of all related Net Liquidation Proceeds,
Insurance Proceeds and Recoveries received during the calendar
month preceding the month of such Distribution Date, (iv) that
portion of the Purchase Price representing principal of any
purchased or repurchased Mortgage Loan, deposited to the Collection
Accounts during the calendar month preceding the month of such
Distribution Date, (v) the principal portion of the amount of
any shortfall deposited in the Collection Accounts in connection
with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the calendar month preceding the month of such
Distribution Date and (vi) on the Distribution Date on which
the Trust is to be terminated in accordance with this Agreement,
that portion of the Termination Price in respect of
principal.
“PTCE”: A Prohibited
Transaction Class Exemption.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01, and as calculated and confirmed in writing by the
related Servicer to the Trust Administrator, an amount equal to the
sum of (i) 100% of the Stated Principal Balance thereof as of
the date of purchase (or such other price as provided in Section
9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable
Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an
advance by the related Servicer through the end of the calendar
month in which the purchase is to be effected and (y) an REO
Property, the sum of (1) accrued interest on such Stated
Principal Balance at the applicable Mortgage Rate in effect from
time to time from the Due Date as to which interest was last
covered by a payment by the Mortgagor or an advance by the related
Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month
in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and
P&I Advances that as of the date of purchase had been
distributed as or to cover REO Imputed Interest pursuant to Section
4.01, (iii) any unreimbursed Servicing Advances and P&I
Advances and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property and any P&I Advances previously reimbursed
to the related Servicer pursuant to Section 3.11(a)(vi) (except in
the case of a purchase by the related Servicer), (iv) any
amounts previously withdrawn from a Collection Account in respect
of such Mortgage Loan or REO Property pursuant to Section
3.11(a)(ix) and Section 3.16(b), (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses
reasonably incurred or to be incurred by the Servicer, the Master
Servicer or the Trust Administrator in respect of the breach or
defect giving rise to the purchase obligation and (vi) in the
case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, any costs, indemnities and damages actually incurred
and paid by or on behalf of the Trust in connection with any
violation with respect to such Mortgage Loan of (i) the
representation and warranties set forth in Section 2.05(b)(vii) or
(viii) of this Agreement or (ii) the representations and
warranties made in Schedule B to the related Reconstitution
Agreement in connection with “high-cost” home loans or
a mortgage loan’s compliance with applicable law, including
any predatory or abusive lending laws.
“Qualified Substitute Mortgage
Loan”: A Mortgage Loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal
and interest due during or prior to the month of substitution, not
in excess of and not more than 5% less than the Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have
a Mortgage Rate not less than (and not more than one percentage
point in excess of) the Mortgage Rate of the Deleted Mortgage Loan,
(iii) with respect to each Adjustable Rate Mortgage Loan have
a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on
the Deleted Mortgage Loan, (iv) with respect to each
Adjustable Rate Mortgage Loan have a Minimum Mortgage Rate not less
than the Minimum Mortgage Rate of the Deleted Mortgage Loan,
(v) with respect to each Adjustable Rate Mortgage Loan have a
Gross Margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (vi) with respect to each Adjustable
Rate Mortgage Loan, adjust in accordance with the Index and have a
next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, and have the same
intervals between Adjustment Dates as the Deleted Mortgage Loan,
(vii) have a remaining term to maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan, (viii) have the same Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio as of
the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading certified by the Seller at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xi) have been
underwritten or reunderwritten by the related Originator in
accordance with the same underwriting criteria and guidelines as
the Mortgage Loans being replaced, (xii) be of the same or
better credit quality as the Mortgage Loan being replaced,
(xiii) have a lien priority equal to or superior to that of
the Deleted Mortgage Loan, (xiv) be secured by the same
property type as the Deleted Mortgage Loan and (xv) conform to
each representation and warranty in the related Mortgage Loan
Purchase Agreement and related Reconstitution Agreement. In
the event that one or more Mortgage Loans are substituted for one
or more Deleted Mortgage Loans, the amounts described in clause (i)
hereof shall be determined on the basis of aggregate Stated
Principal Balances, the Mortgage Rates described in clause (ii)
hereof shall be determined on the basis of weighted average
Mortgage Rates, the terms described in clause (vii) hereof shall be
determined on the basis of weighted average remaining term to
maturity, the Loan-to-Value Ratios described in clause (ix) hereof
shall be satisfied as to each such Mortgage Loan, the risk gradings
described in clause (x) hereof shall be satisfied as to each such
Mortgage Loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause
(xv) hereof must be satisfied as to each Qualified Substitute
Mortgage Loan or in the aggregate, as the case may be.
“Qualifying SPE”: As
set forth in SFAS 140.
“Rating Agency or Rating
Agencies”: S&P, Moody’s and Fitch or their
successors. If such agencies or their successors are no
longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor, notice of which
designation shall be given to the Trustee, the Trust Administrator,
the Master Servicer and the Servicers.
“Realized Loss”: With respect
to each Mortgage Loan as to which a Final Recovery Determination
has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the
Due Date as to which interest was last paid by the Mortgagor
through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the
annual rate at which interest was then accruing on such Mortgage
Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business
on the Distribution Date during such calendar month, plus
(iii) any amounts previously withdrawn from the related
Collection Account in respect of such Mortgage Loan pursuant to
Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during
the calendar month in which such Final Recovery Determination was
made, net of amounts that are payable therefrom to the related
Servicer or the Master Servicer, as applicable, with respect to
such Mortgage Loan pursuant to Section 3.11(a)(iii).
With respect to any REO Property as to
which a Final Recovery Determination has been made, an amount (not
less than zero) equal to (i) the unpaid principal balance of
the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of the Trust Fund, plus (ii) accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor in respect of the related Mortgage Loan through the
end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of
each calendar month during such period (A) at an annual rate
equal to the annual rate at which interest was then accruing on the
related Mortgage Loan and (B) on a principal amount equal to
the Stated Principal Balance of the related Mortgage Loan as of the
close of business on the Distribution Date during such calendar
month, plus (iii) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month
in which such Final Recovery Determination was made, plus
(iv) any amounts previously withdrawn from a Collection
Account in respect of the related Mortgage Loan pursuant to Section
3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate of
all P&I Advances made by the related Servicer in respect of
such REO Property or the related Mortgage Loan for which related
Servicer has been or, in connection with such Final Recovery
Determination, will be reimbursed pursuant to Section 3.23 out of
rental income, Insurance Proceeds and Liquidation Proceeds received
in respect of such REO Property, minus (vi) the total of all
net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in
connection with such Final Recovery Determination, will be
transferred to the Distribution Account pursuant to Section
3.23.
With respect to each Mortgage Loan that
has become the subject of a Deficient Valuation, the difference
between the principal balance of such Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of such Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan that
has become the subject of a Debt Service Reduction, the portion, if
any, of the reduction in each affected Monthly Payment attributable
to a reduction in the Mortgage Rate imposed by a court of competent
jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
“Reconstitution Agreement”:
The Nationstar Reconstitution Agreement or the Ameriquest
Reconstitution Agreement, as the context requires.
“Record Date”: With respect
to any Distribution Date and any Definitive Certificates, the close
of business on the last Business Day of the month immediately
preceding the month in which such applicable Distribution Date
occurs. With respect to any Distribution Date and the LIBOR
Certificates (other than any Definitive Certificates), the Business
Day prior to such Distribution Date.
“Recovery”: With respect to
any Distribution Date and any Mortgage Loan that was determined to
be a Liquidated Mortgage Loan in any month prior to the month
preceding that Distribution Date, an amount received in respect of
such Liquidated Mortgage Loan during the calendar month prior to
that Distribution Date, net of reimbursable expenses.
“Reference Banks”: Deutsche
Bank, Barclays Bank PLC, The Tokyo Mitsubishi Bank and National
Westminster Bank PLC and their successors in interest; provided,
however , that if any of the foregoing banks are not able to
serve as a Reference Bank, then any leading banks selected by the
Trust Administrator which are engaged in transactions in Eurodollar
deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling,
under the control of or under common control with the Depositor or
any Affiliate thereof and (iii) which have been designated as
such by the Trust Administrator.
“Refinanced Mortgage Loan”: A
Mortgage Loan the proceeds of which were not used to purchase the
related Mortgaged Property.
“Regular Certificate”: As
specified in the Preliminary Statement.
“Regular Interest”: A
“regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Regulation AB”: Means
Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100 - 229.1123, as such may be amended
from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
“Reg AB Sub-Servicer”: Any
Person that (i) is a Servicing Function Participant,
(ii) services Mortgage Loans on behalf of a Servicer, and
(iii) is responsible for the performance (whether directly or
through sub-servicers or Subcontractors) of Servicing functions
required to be performed under this Agreement, or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation
AB.
“Relief Act”: The
Servicemembers Civil Relief Act or any similar state or local
law.
“Relief Act Interest
Shortfall”: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest collectible
on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
“REMIC”: A “real estate
mortgage investment conduit” within the meaning of Section
860D of the Code.
“REMIC I”: The segregated
pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of (i) such
Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together
with all collections thereon and proceeds thereof, (ii) any
REO Property, together with all collections thereon and proceeds
thereof, (iii) the Trustee’s rights with respect to the
Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the Depositor’s rights under the Mortgage Loan
Purchase Agreements and the Reconstitution Agreements (including
any security interest created thereby) and (v) the Collection
Accounts (other than any amounts representing any Servicer
Prepayment Premium Payment Amount), the Distribution Account (other
than any amounts representing any Servicer Prepayment Premium
Payment Amount) and any REO Account and such assets that are
deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with
respect thereto. Notwithstanding the foregoing, however,
REMIC I specifically excludes all payments and other collections of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date and all Prepayment Premiums payable in connection with
Principal Prepayments made on or before the Cut-off Date, the Net
WAC Reserve Fund, the Supplemental Interest Account and the Swap
Agreement.
“REMIC I Regular Interest”:
Any of the separate non-certificated beneficial ownership interests
in REMIC I issued hereunder and designated as a “regular
interest” in REMIC I.
“REMIC II”: The segregated
pool of assets consisting of all of the REMIC I Regular Interests
conveyed in trust to the Trustee for the benefit of the
Certificateholders pursuant to Section 2.08 and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.
“REMIC II Accretion Directed
Class”: As set forth in the Section 1.03 under the heading
entitled “REMIC II.”
“REMIC II Regular Interest”:
Any of the separate non-certificated beneficial ownership interests
in REMIC II issued hereunder and designated as a “regular
interest” in REMIC II.
“REMIC III”: The segregated
pool of assets consisting of all of the REMIC II Regular Interests
conveyed in trust to the Trustee for the benefit of the
Certificateholders pursuant to Section 2.08 and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.
“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through
860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
“Remittance Report”: A report
in form mutually agreed to between the Master Servicer and each
Servicer on a magnetic disk or tape or in electronic format
prepared by each Servicer pursuant to Section 4.03 with such
additions, deletions and modifications as agreed to by the Trust
Administrator and each such Servicer.
“Rents from Real Property”:
With respect to any REO Property, gross income of the character
described in Section 856(d) of the Code as being included in the
term “rents from real property.”
“REO Account”: Each of the
accounts maintained, or caused to be maintained, by the related
Servicer in respect of an REO Property pursuant to Section
3.23.
“REO Disposition”: The sale
or other disposition of an REO Property on behalf of the Trust
Fund.
“REO Imputed Interest”: As to
any REO Property, for any calendar month during which such REO
Property was at any time part of the Trust Fund, one month’s
interest at the applicable Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such
calendar month, of the related Mortgage Loan, if appropriate) as of
the close of business on the Distribution Date in such calendar
month.
“REO Principal Amortization”:
With respect to any REO Property, for any calendar month, the
excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether
in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in
connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 9.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.23(c) in respect of the
proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the related Servicer
pursuant to Section 3.23(d) for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and
P&I Advances in respect of such REO Property or the related
Mortgage Loan, over (b) the REO Imputed Interest in respect of
such REO Property for such calendar month.
“REO Property”: A Mortgaged
Property acquired by the related Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.23.
“Request for Release”: A
release signed by a Servicing Officer, or in a mutually agreeable
electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer, in the form of Exhibit E-1
attached hereto.
“Required Net WAC Reserve Fund
Deposit”: With respect to any Distribution Date the excess,
if any, of (i) $1,000 over (ii) the amount of funds on
deposit in the Net WAC Reserve Fund prior to deposits thereto on
such Distribution Date.
“Reserve Interest Rate”: With
respect to any Interest Determination Date, the rate per annum that
the Trust Administrator determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates which
New York City banks selected by the Trust Administrator are quoting
on the relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or
(ii) in the event that the Trust Administrator can determine
no such arithmetic mean, the lowest one-month U.S. dollar lending
rate which New York City banks selected by the Trust Administrator
are quoting on such Interest Determination Date to leading European
banks.
“Residential Dwelling”: Any
one of the following: (i) an attached or detached one-family
dwelling, (ii) an attached or detached two- to four-family
dwelling, (iii) an attached or detached one-family dwelling
unit in a condominium project, (iv) an attached or detached
one-family dwelling in a planned unit development, none of which is
a cooperative or mobile home (as defined in 42 United States Code,
Section 5402(6)), or (v) a manufactured home.
“Residual Certificates”: As
specified in the Preliminary Statement.
“Residual Interest”: The sole
class of “residual interests” in a REMIC within the
meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”: When
used with respect to the Trustee, Master Servicer or the Trust
Administrator, the President, any vice president, any assistant
vice president, the Secretary, any assistant secretary, the
Treasurer, any assistant treasurer, any trust officer or assistant
trust officer, the Controller and any assistant controller or any
other officer of the Trustee, Master Servicer or the Trust
Administrator, as applicable, customarily performing functions
similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is
referred because of such officer’s knowledge of and
familiarity with the particular subject.
“S&P”: Standard and
Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
“Securities Act”: means the
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”: DLJ Mortgage
Capital, Inc., or its successor in interest, in its capacity as
seller.
“Servicer”: SPS and/or
Nationstar Mortgage, or, in each case, any successor servicer
appointed as herein provided, in its capacity as a servicer
hereunder.
“Servicer Prepayment Premium
Payment Amount”: The amounts payable by each Servicer in
respect of any waived Prepayment Premiums pursuant to Section
2.03(b)(ii).
“Servicer Remittance Date”:
With respect to any Distribution Date, 1:00 p.m. New York time on
the 21 st day of each month or, if such 21 st
day is not a Business Day, the Business Day immediately following
such 21 st day.
“Service(s)(ing)”: In
accordance with Regulation AB, the act of servicing and
administering the Mortgage Loans or any other assets of the Trust
by an entity that meets the definition of “servicer”
set forth in Item 1101 of Regulation AB and is subject to the
disclosure requirements set forth in 1108 of Regulation AB.
For clarification purposes, any uncapitalized occurrence of
this term shall have the meaning commonly understood by
participants in the residential mortgage-backed securitization
market.
“Servicing Account”: The
account or accounts created and maintained pursuant to Section
3.09.
“Servicing Advances”: The
reasonable “out-of-pocket” costs and expenses incurred
prior to, on or after the Cut-off Date by a Servicer or the Master
Servicer (as successor servicer) in the performance of its
servicing obligations (including the reasonable fees of counsel) in
connection with a default, delinquency or other unanticipated
event, including, but not limited to, the cost of (i) the
inspection, preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, (iii) the
reasonable fees in connection with the management and liquidation
of any REO Property (including default management and similar
services, appraisal services and real estate broker services), (iv)
the performance of its obligations under Section 3.01, Section
3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23,
(v) locating documents missing from the Mortgage File or Servicing
File and (vi) obtaining any broker price opinion.
Servicing Advances also include any reasonable
“out-of-pocket” cost and expenses (including legal
fees) incurred by a Servicer or the Master Servicer (as successor
servicer) in connection with executing and recording instruments of
satisfaction, deeds of reconveyance or Assignments of Mortgage to
the extent not recovered from the Mortgagor or otherwise payable
under this Agreement. None of the Servicers nor the Master
Servicer (as successor servicer) shall be required to make any
Nonrecoverable Servicing Advances.
“Servicing Criteria”:
The “servicing criteria” set forth in Item
1122(d) of Regulation AB, as such may be amended from time to
time.
“Servicing Fee”: With respect
to each Servicer and each Mortgage Loan serviced by that Servicer
and for any calendar month, an amount equal to one month’s
interest at the Servicing Fee Rate on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar
month, subject to reduction as provided in Section 3.24. A
portion of such Servicing Fee may be retained by any Sub-Servicer
as its servicing compensation.
“Servicing Fee Rate”: 0.50%
per annum.
“Servicing File”: With
respect to each Mortgage Loan, the Servicing File for such Mortgage
Loan shall consist of copies of each item required to be in the
Mortgage File (for the avoidance of doubt, the original of each
such document shall be maintained in the Mortgage File for such
Mortgage Loan unless otherwise permitted to be released in
accordance with this Agreement) and the following documents listed
below.
(i)
Residential loan application.
(ii)
Mortgage Loan closing
statement.
(iii)
Verification of employment and income, if
applicable.
(iv)
Verification of acceptable evidence of
source and amount of downpayment, if applicable.
(v)
Credit report on Mortgagor.
(vi)
Residential appraisal report.
(vii)
Photograph of the Mortgaged
Property.
(viii)
Survey of the Mortgaged
Property.
(ix)
Copy of each instrument necessary to
complete identification of any exception set forth in the exception
schedule in the title policy, i.e., map or plat, restrictions,
easements, sewer agreements, home association declarations,
etc.
(x)
All required disclosure
statements.
(xi)
If required in an appraisal, termite
report, structural engineer’s report, water potability and
septic certification.
(xii)
Sales Contract, if applicable.
“Servicing Function
Participant”: Any Sub-Servicer, Subcontractor or any other
Person, other than each Servicer, the Master Servicer, the Trust
Administrator and the Trustee, that is determined to be
“participating in a servicing function” within the
meaning of Item 1122 of Regulation AB, unless such Person’s
activities relate only to 5% or less of the Mortgage Loans
(measured as the weighted average of the monthly percentages of the
aggregate Stated Principal Balance of the Mortgage Loans serviced
by such participant during the commencement of the calendar year
prior to the year in which an Assessment of Compliance is required
to be delivered, multiplied by a fraction, the numerator of which
is the number of months in such year during which such Servicing
Function Participant Services the related Mortgage Loans and the
denominator of which is 12, or, in the case of the year in which
the Closing Date occurs, the number of months elapsed from the
Cut-Off Date to the end of such calendar year).
“Servicing Officer”: Any
employee of a Servicer or the Master Servicer, as applicable,
involved in, or responsible for, the administration and servicing
of the Mortgage Loans, whose name and specimen signature appear on
a list of Servicing Officers furnished by such Servicer or the
Master Servicer to the Trustee, Trust Administrator and the
Depositor on the Closing Date, as such list may from time to time
be amended.
“SFAS 140”: Statement
of Accounting Standards No. 140 of the Financial Accounting
Standards Board, as in effect as the date hereof.
“Single Certificate”: With
respect to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such
Class corresponding to an initial Certificate Principal Balance or
Notional Amount of $1,000. With respect to the Class P
Certificates and the Residual Certificates, a hypothetical
Certificate of such Class evidencing a 20% Percentage Interest in
such Class.
“Sole Affected Party”: As
defined in the ISDA Master Agreement.
“Special Servicer”: As
defined in Section 3.16(e) herein.
“SPS”: Select Portfolio
Servicing, Inc., or any successor in interest.
“Startup Day”: With respect
to each REMIC formed hereby, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated Principal Balance”:
With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to
such Mortgage Loan would be distributed, the principal balance of
such Mortgage Loan as of the Cut-off Date, as shown in the Mortgage
Loan Schedule, minus the sum of (i) the principal portion of each
Monthly Payment due on a Due Date subsequent to the Cut-off Date,
to the extent received from the Mortgagor or advanced by the
related Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, (ii) all Principal Prepayments
received after the Cut-off Date, to the extent distributed pursuant
to Section 4.01 on or before such date of determination, (iii) all
Liquidation Proceeds and Insurance Proceeds applied by the related
Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to
Section 4.01 on or before such date of determination and (iv) any
Realized Loss incurred with respect thereto as a result of a
Deficient Valuation or Debt Service Reduction made during or prior
to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as
of any date of determination coinciding with or subsequent to the
Distribution Date on which the proceeds, if any, of a Liquidation
Event with respect to such Mortgage Loan would be distributed,
zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to
such REO Property would be distributed, an amount (not less than
zero) equal to the Stated Principal Balance of the related Mortgage
Loan as of the date on which such REO Property was acquired on
behalf of the Trust Fund, minus the sum of (i) if such REO Property
was acquired before the Distribution Date in any calendar month,
the principal portion of the Monthly Payment due on the Due Date in
the calendar month of acquisition, to the extent advanced by the
related Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, and (ii) the aggregate amount of
REO Principal Amortization in respect of such REO Property for all
previously ended calendar months, to the extent distributed
pursuant to Section 4.01 on or before such date of determination;
and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any,
of a Liquidation Event with respect to such REO Property would be
distributed, zero.
“Stepdown Date”: The earlier
to occur of (1) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class A Certificates has been
reduced to zero (assuming that 100% of the Basic Principal
Distribution Amount and any Net Monthly Excess Cashflow required to
maintain the Overcollateralization Target Amount is applied as
principal on such Distribution Date (assuming for this purpose
prior to the Stepdown Date)) and (2) the later to occur of (x) the
Distribution Date occurring in December 2009 and (y) the first
Distribution Date on which the Credit Enhancement Percentage
(calculated for this purpose after giving effect to payments or
other recoveries in respect of the Mortgage Loans during the
related Due Period but before giving effect to distributions on the
Certificates on such Distribution Date) is greater than or equal to
48.50% (for the purpose of this definition only, Credit Enhancement
Percentage shall be calculated prior to the distribution of
Principal Distribution Amounts on the Mezzanine
Certificates).
“Subcontractor”: Any vendor,
subcontractor or other Person that (i) is a Servicing Function
Participant and (ii) is not responsible for the overall servicing
of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the related
Servicer (or a Sub-Servicer of the Servicer), or the
Trustee.
“Subgroup”: Any of
Subgroup 1 or Subgroup 2, as applicable.
“Subgroup 1”: Those
certain Mortgage Loans identified as belonging to Subgroup 1
on the Mortgage Loan Schedule.
“Subgroup 1
Certificates”: The Class A1 Certificates.
“Subgroup 1 Interest
Remittance Amount”: With respect to any Distribution Date,
that portion of the Available Distribution Amount for such
Distribution Date attributable to interest received or advanced
with respect to the Subgroup 1 Mortgage Loans and to
Compensating Interest paid by a Servicer or the Master Servicer (as
successor servicer) with respect to the Subgroup 1 Mortgage
Loans.
“Subgroup 1 Mortgage
Loans”: The Mortgage Loans relating to
Subgroup 1.
“Subgroup 1 Maximum
Rate”: With respect to the Subgroup 1 Certificates and
any Distribution Date and the related Interest Accrual Period a per
annum rate (subject to adjustment based on the actual number of
days elapsed in the related Accrual Period) equal to the sum of (i)
the difference between (A) the weighted average of the Maximum Loan
Rates (in the case of the Adjustable Rate Mortgage Loans) and the
Loan Rates (in the case of the fixed-rate Mortgage Loans), in each
case, of the Subgroup 1 Mortgage Loans as of the first day of
the month preceding the month of such Distribution Date, weighted
on the basis of the related Stated Principal Balances as of such
date (subject to adjustment for prepayments received and
distributed in the month prior to that Distribution Date) and (B)
the sum of (1) the Servicing Fee Rate for the Subgroup 1
Mortgage Loans and (2) the LPA Fee Rate for the Subgroup 1
Mortgage Loans and (ii) the Subgroup 1 Net Counterparty
Payment for such Distribution Date multiplied by a fraction, the
numerator of which is 12, and the denominator of which is equal to
the aggregate Stated Principal Balance of the Subgroup 1
Mortgage Loans as of the first day of the month preceding the month
of such Distribution Date (subject to the adjustment for
prepayments received and distributed in the month prior to that
Distribution Date and expressed as a percentage).
“Subgroup 1 Net
Counterparty Payment”: With respect to any Distribution Date,
an amount equal to the sum of (i) any Net Counterparty Payment and
(ii) the Swap Termination Payment required to be paid by the Swap
Counterparty, if any, multiplied by a fraction the numerator of
which is the aggregate Stated Principal Balance of the
Subgroup 1 Mortgage Loans, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans, in each
case as of the first day of the month preceding the month of such
Distribution Date (subject to adjustment for prepayments received
and distributed in the month prior to that Distribution
Date).
“Subgroup 1 Net Trust Swap
Payment”: With respect to any Distribution Date, is an amount
equal to the sum of the (i) Net Trust Swap Payment and (ii) Swap
Termination Payment required to be paid by the Supplemental
Interest Trust unless the Swap Counterparty is the Defaulting Party
or Sole Affected Party, if any, multiplied by a fraction the
numerator of which is the aggregate Stated Principal Balance of the
Subgroup 1 Mortgage Loans, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans, in each
case as of the first day of the month preceding the month of such
Distribution Date (subject to adjustment for prepayments received
and distributed in the month prior to that Distribution
Date).
“Subgroup 1 Net WAC
Rate”: With respect to the Subgroup 1 Certificates and
any Distribution Date and the related Interest Accrual Period, a
per annum rate (subject to adjustment based on the actual number of
days elapsed in the related Interest Accrual Period) equal to the
difference between (A) the weighted average of the Loan Rates of
the Subgroup 1 Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date, weighted on the
basis of the related Stated Principal Balances as of such date
(subject to adjustment for prepayments received and distributed in
the month prior to that Distribution Date) and (B) the sum of (1)
the Servicing Fee Rate for the Subgroup 1 Mortgage Loans, (2)
the LPA Fee Rate for the Subgroup 1 Mortgage Loans and (3) the
Subgroup 1 Net Trust Swap Payment for such Distribution Date
multiplied by a fraction, the numerator of which is 12, and the
denominator of which is equal to the aggregate Stated Principal
Balance of the Subgroup 1 Mortgage Loans as of the first day
of the month preceding the month of such Distribution Date (subject
to adjustment for prepayments received and distributed in the month
prior to that Distribution Date and expressed as a
percentage).
“Subgroup 1 Percentage”:
With respect to any Distribution Date will equal the percentage
equivalent of a fraction, the numerator of which is the
Subgroup 1 Principal Remittance Amount for such Distribution
Date and the denominator of which is the Principal Remittance
Amount for such Distribution Date.
“Subgroup 1 Principal
Distribution Amount”: With respect to any Distribution Date,
the product of (i) the Subgroup 1 Percentage for such
Distribution Date and (ii) the Class A Principal Distribution
Amount for such Distribution Date.
“Subgroup 1 Principal
Remittance Amount”: With respect to any Distribution Date,
means the portion of the Principal Remittance Amount for such
Distribution Date derived from the Subgroup 1 Mortgage
Loans.
“Subgroup 2”:
Those certain Mortgage Loans identified as belonging to
Subgroup 2 on the Mortgage Loan Schedule.
“Subgroup 2
Certificates”: The Class A2, Class A3, Class A4 and
Class A5 Certificates.
“Subgroup 2 Interest
Remittance Amount”: With respect to any Distribution Date is
that portion of the Available Distribution Amount for such
Distribution Date attributable to interest received or advanced
with respect to the Subgroup 2 Mortgage Loans and Compensating
Interest paid by the Servicers or the Master Servicer (as successor
servicer) with respect to the Subgroup 2 Mortgage
Loans.
“Subgroup 2 Mortgage
Loans”: The Mortgage Loans relating to
Subgroup 2.
“Subgroup 2 Maximum
Rate”: With respect to the Subgroup 2 Certificates and
any Distribution Date and the related Interest Accrual Period a per
annum rate (subject to adjustment based on the actual number of
days elapsed in the related Accrual Period) equal to the sum of (i)
the difference between (A) the weighted average of the Maximum Loan
Rates (in the case of Adjustable Rate Mortgage Loans) and the Loan
Rates (in the case of the fixed-rate Mortgage Loans), in each case,
of the Subgroup 2 Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date, weighted on
the basis of the related Stated Principal Balances as of such date
(subject to adjustment for prepayments received and distributed in
the month prior to that Distribution Date) and (B) the sum of (1)
the Servicing Fee Rate for the Subgroup 2 Mortgage Loans and
(2) the LPA Fee Rate for the Subgroup 2 Mortgage Loans and
(ii) the Subgroup 2 Net Counterparty Payment for such
Distribution Date multiplied by a fraction, the numerator of which
is 12, and the denominator of which is equal to the aggregate
Stated Principal Balance of the Subgroup 2 Mortgage Loans as
of the first day of the month preceding the month of such
Distribution Date (subject to adjustment for prepayments received
and distributed in the month prior to that Distribution Date and
expressed as a percentage).
“Subgroup 2 Net Counterparty
Payment”: With respect to any Distribution Date, an amount
equal to the sum of (i) any Net Counterparty Payment and (ii) the
Swap Termination Payment required to be paid by the Swap
Counterparty, if any, multiplied by a fraction the numerator of
which is the aggregate Stated Principal Balance of the
Subgroup 2 Mortgage Loans, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans, in each
case as of the first day of the month preceding the month of such
Distribution Date (subject to adjustment for prepayments received
and distributed in the month prior to that Distribution
Date).
“Subgroup 2 Net Trust Swap
Payment”: With respect to any Distribution Date, an amount
equal to, the sum of (i) any Net Trust Swap Payment and (ii) Swap
Termination Payment required to be paid by the Supplemental
Interest Trust unless the Swap Counterparty is the Defaulting Party
or Sole Affected Party, if any, multiplied by a fraction the
numerator of which is the aggregate Principal Balance of the
Subgroup 2 Mortgage Loans, and the denominator of which is the
aggregate Principal Balance of the Mortgage Loans, in each case as
of the first day of the month preceding the month of such
Distribution Date (subject to adjustment for prepayments received
and distributed in the month prior to such Distribution
Date).
“Subgroup 2 Net WAC
Rate”: With respect to the Subgroup 2 Certificates and
any Distribution Date and the related Interest Accrual Period, a
per annum rate (subject to adjustment based on the actual number of
days elapsed in the related Interest Accrual Period) equal to the
difference between (A) the weighted average of the Loan Rates of
the Subgroup 2 Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date, weighted on the
basis of the related Stated Principal Balances as of such date
(subject to adjustment for prepayments received and distributed in
the month prior to that Distribution Date) and (B) the sum of (1)
the Servicing Fee Rate for the Subgroup 2 Mortgage Loans, (2)
the LPA Fee Rate for the Subgroup 2 Mortgage Loans and (3) the
Subgroup 2 Net Trust Swap Payment for such Distribution Date
multiplied by a fraction, the numerator of which is 12, and the
denominator of which is equal to the aggregate Stated Principal
Balance of the Subgroup 2 Mortgage Loans as of the first day
of the month preceding the month of such Distribution Date (subject
to adjustment for prepayments received and distributed in the month
prior to that Distribution Date and expressed as a
percentage).
“Subgroup 2 Percentage”:
With respect to any Distribution Date is the percentage equivalent
of a fraction, the numerator of which is the Subgroup 2
Principal Remittance Amount for such Distribution Date and the
denominator of which is the Principal Remittance Amount for such
Distribution Date.
“Subgroup 2 Principal
Distribution Amount”: With respect to any Distribution Date,
the product of (i) the Subgroup 2 Percentage for such
Distribution Date and (ii) the Class A Principal Distribution
Amount for such Distribution Date.
“Subgroup 2 Principal
Remittance Amount”: With respect to any Distribution Date,
means the portion of the Principal Remittance Amount for such
Distribution Date derived from the Subgroup 2 Mortgage
Loans.
“Subgroup Subordinate Amount”
With respect to any Subgroup and any Distribution Date is the
aggregate Stated Principal Balance of such Subgroup as of the first
day of the month preceding the month of such Distribution Date
(after giving effect to Monthly Payments of principal due on such
date and subject to adjustment for prepayments received and
distributed in the month prior to that Distribution Date) minus the
aggregate Certificate Principal Balance of the related Class or
Classes of Class A Certificates.
“Subordinate Certificates”:
As set forth in the Preliminary Statement.
“Subordinate Maximum Rate”:
With respect to the Mezzanine Certificates and any Distribution
Date, a per annum rate equal to the weighted average of the
Subgroup 1 Maximum Rate and the Subgroup 2 Maximum Rate
weighted in proportion to the related Subgroup Subordinate
Amounts.
“Subordinate Net WAC Rate”:
With respect to the Mezzanine Certificates and any Distribution
Date, a per annum rate equal to the weighted average of the
Subgroup 1 Net WAC Rate and the Subgroup 2 Net WAC Rate
weighted in proportion to the related Subgroup Subordinate
Amounts.
“Sub-Servicer”: Any Person
with which a Servicer has entered into a Sub-Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to
Section 3.02.
“Sub-Servicing Account”: An
account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
related Servicer.
“Sub-Servicing Agreement”:
The written contract between a Servicer and a Sub-Servicer relating
to servicing and administration of certain related Mortgage Loans
as provided in Section 3.02.
“Substitution Shortfall
Amount”: As defined in Section 2.03(c) herein.
“Supplemental Interest
Account”: As defined in Section 4.07 hereof.
“Supplemental Interest
Trust”: The trust created pursuant to Section 4.07 herein and
designated as the “Supplemental Interest Trust,”
consisting of the Swap Agreement, the Supplemental Interest Account
and the right to receive amounts as provided in Section
4.01.
“Swap Agreement”: The
swap agreement relating to the Certificates consisting of a 1992
ISDA Master Agreement (Multicurrency Cross-Border), the schedule
and the 1994 ISDA Credit Support Annex (Bilateral Form New York
Law), each dated as of the Closing Date, and the related
confirmation thereto, between the Trustee on behalf of the
Supplemental Interest Trust and the Swap Counterparty (which
agreement is acknowledged and agreed to by the Trust
Administrator), as such agreement may be amended and supplemented
in accordance with its terms.
“Swap Business Day”: A
“Business Day” as such term is defined in the Swap
Agreement.
“Swap Counterparty”: Credit
Suisse International, or any successor in interest thereto in
accordance with the Swap Agreement.
“Swap Counterparty Payment”:
With respect to a Swap Payment Date, the payment, if any, made by
the Swap Counterparty to the Trust Administrator, on behalf of the
Supplemental Interest Trust, for the benefit of the holders of the
Certificates as determined in accordance with the Swap Agreement.
“Swap Event of Default”: An
“Event of Default” as such term is defined in the Swap
Agreement.
“Swap Notional Amount”: With
respect to the Swap Agreement, the notional amount as determined in
accordance with the terms of the Confirmation of the Swap
Agreement.
“Swap Payment Date”: One Swap
Business Day prior to the 25 th day of each calendar
month beginning in December 2006 through and including November
2011.
“Swap Termination Date”:
The Swap Payment Date in November 2011, after any required
payment is made.
“Swap Termination Payment”:
Upon the designation of an “Early Termination Date” as
defined in the Swap Agreement, the payment to be made by the Trust
Administrator to the Supplemental Interest Account for payment to
the Swap Counterparty, or by the Swap Counterparty to the
Supplemental Interest Account for payment to the Trust, as
applicable, pursuant to the terms of the Swap Agreement.
“Tax Returns”: Each federal
income tax return on Internal Revenue Service Form 1066, U.S. Real
Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust Fund due to its
classification as multiple REMICs under the REMIC Provisions,
together with any and all other information reports or returns that
may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or
local tax laws.
“Telerate Page 3750”: The
display designated as page “3750” on the Telerate
Capital Markets Report (or such other page as may replace page 3750
on that report for the purpose of displaying London interbank
offered rates of major banks).
“Terminating Entity”:
With respect to any Optional Termination Date, the majority
Class X Certificateholder (as long as (a) it is not an affiliate of
the Depositor or the Seller or (b) the Class X Certificates are not
securing a NIM Note), so long as it provides notice to SPS of its
intent to act as the Terminating Entity by the first day of the
month next preceding such Distribution Date. If the majority
Class X Certificateholder does not provide such notice then SPS, so
long as SPS provides notice to the Trustee and the Trust
Administrator of its intent to act as the Terminating Entity by the
fifth day of the month next preceding such Distribution
Date.
“Termination Price”: As
defined in Section 9.01 herein.
“Third Party Claims”: As
defined in Section 8.05(b)
“Transfer”: Any direct or
indirect transfer, sale, pledge, hypothecation, or other form of
assignment of any Ownership Interest in a Certificate.
“Transferee”: Any Person who
is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”: Any Person who
is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger Event”: A
Trigger Event has occurred with respect to any Distribution Date on
or after the Stepdown Date if (i) the Delinquency Percentage
exceeds 33.00% of the Credit Enhancement Percentage for such
Distribution Date or (ii) the cumulative Realized Losses as a percentage of
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date is greater than the percentage set forth in the
following table:
|
|
|
|
Range of Distribution Dates
|
Percentage
|
|
December 2008-November 2009
|
1.35%*
|
|
December 2009-November 2010
|
3.00%*
|
|
December 2010-November 2011
|
4.75%*
|
|
December 2011-November 2012
|
6.15%*
|
|
December 2012-November 2013
|
6.90%*
|
|
December 2013 and thereafter
|
6.95%
|
_______________________
*
The percentages set forth in the table
above are the percentages applicable for the first Distribution
Date in the corresponding range of Distribution Dates. The
percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12 of the positive difference between
the percentage applicable to the first Distribution Date in that
range and the percentage applicable to the first Distribution Date
in the succeeding range.
“Trust”: Asset Backed
Securities Corporation Home Equity Loan Trust, Series MO 2006-HE6,
the trust created under this Agreement.
“Trust Administrator”: Wells
Fargo Bank, National Association, or any successor in interest, and
if a successor trust administrator is appointed as herein provided,
such successor in its capacity as trust administrator
hereunder.
“Trust Fund”: The corpus of
the trust created hereunder consisting of (i) the Mortgage Loans
and all interest and principal received on or with respect thereto
after the related Cut-off Date, other than such amounts which were
due on the Mortgage Loans on or before the related Cut-off Date,
(ii) the Collection Accounts, the Distribution Account and the Net
WAC Reserve Fund and all amounts deposited therein pursuant to the
applicable provisions of this Agreement (including, without
limitation, amounts received from the Seller on the Closing Date
which shall be deposited by the Trust Administrator in the
Distribution Account pursuant to Section 2.01), (iii) the
Depositor’s rights under the Mortgage Loan Purchase
Agreements, the Assignment and Assumption Agreement and the
Reconstitution Agreements, (iv) the Trust’s rights under the
Swap Agreement, (v) property that secured a Mortgage Loan and has
been acquired by foreclosure, deed-in-lieu of foreclosure or
otherwise and (vi) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing.
“Trust Swap Payment”: With
respect to any Swap Payment Date, the payment, if any, made by the
Trust Administrator, on behalf of the Supplemental Interest Trust
to the Swap Counterparty, as determined in accordance with the Swap
Agreement.
“Trustee”: U.S. Bank National
Association, a national banking association, not in its individual
capacity, but solely in its capacity as Trustee for the benefit of
the Certificateholders under this Agreement, or its successor in
interest, or any successor trustee appointed as herein
provided.
“Underwriter”: Credit Suisse
Securities (USA) LLC.
“Underwriter’s
Exemption”: Prohibited Transaction Exemption 2002-41, 67 Fed.
Reg. 54487 (2002), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S.
Department of Labor.
“Uninsured Cause”: Any cause
of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.14.
“United States Person”: A
“United States person” within the meaning set forth in
Section 7701 of the Code.
“Unpaid Interest Shortfall
Amount”: For (i) the first Distribution Date and with respect
to the Senior Certificates and the Mezzanine Certificates, zero,
and for such Class of Certificates and any Distribution Date after
the first Distribution Date, the amount, if any, by which (a) the
sum of (1) the Monthly Interest Distributable Amount for such Class
of Certificates for the immediately preceding Distribution Date and
(2) the outstanding Unpaid Interest Shortfall Amount, if any, for
such Class of Certificates for such preceding Distribution Date
exceeds (b) the aggregate amount distributed on such Class of
Certificates in respect of interest on such preceding Distribution
Date, plus interest on the amount of interest due but not paid on
the Class of Certificates on such preceding Distribution Date, to
the extent permitted by law, at the Pass-Through Rate on such
Distribution Date for such Class of Certificates for the related
Interest Accrual Period.
“Value”: With respect to any
Mortgaged Property related to a Mortgage Loan, the lesser of (i)
the lesser of (a) the value thereof as determined by an appraisal
made for the related Originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the
minimum requirements of Fannie Mae and Freddie Mac and (b) the
value thereof as determined by a review appraisal conducted by the
related Originator in the event any such review appraisal
determines an appraised value more than ten percent (10%) lower
than the value thereof as determined by the appraisal referred to
in clause (i)(a) above in the case of a Mortgage Loan with an LTV
less than or equal to eighty percent (80%), or more than five
percent (5%) lower than the value thereof as determined by the
appraisal referred to in clause (i)(a) above, in the case of a
Mortgage Loan with an LTV greater than eighty percent (80%), as
determined by an appraisal referred to in clause (i)(a), and (ii)
the purchase price paid for the related Mortgaged Property by the
Mortgagor with the proceeds of the Mortgage Loan, provided,
however , (A) in the case of a Refinanced Mortgage Loan, such
value of the Mortgaged Property is based solely upon the lesser of
(1) the value determined by an appraisal made for the related
Originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who
met the minimum requirements of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review appraisal conducted by
the related Originator in the event any such review appraisal
determines an appraised value more than ten percent (10%) lower
than the value thereof as determined by the appraisal referred to
in clause (ii)(A)(1) above, in the case of a Mortgage Loan with an
LTV less than or equal to eighty percent (80%), or more than five
percent (5%) lower than the value thereof as determined by the
appraisal referred to in clause (ii)(a)(1) above, in the case of a
Mortgage Loan with an LTV greater than eighty percent (80%), as
determined by the appraisal referred to in clause (ii)(A)(1) and
(B) in the case of a Mortgage Loan originated in connection with a
“lease-option purchase”, such value of the Mortgaged
Property is based on the lower of the value determined by an
appraisal made for the related Originator of such Mortgage Loan at
the time or origination or the sale price of such Mortgaged
Property if the “lease option purchase price” was set
less than 12 months prior to origination, and is based on the value
determined by an appraisal made for the related Originator of such
Mortgage Loan at the time of origination if the “lease option
purchase price” was set 12 months or more prior to
origination.
“Voting Rights”: The
portion of the voting rights of all of the Certificates that is
allocated to any Certificate. With respect to any date of
determination, 97% of all voting rights will be allocated among all
Holders of the LIBOR Certificates in proportion to their then
outstanding Certificate Principal Balances (provided, however, that
98% of all voting rights shall be allocated to the LIBOR
Certificates at any time that a NIM Note is outstanding and is
secured by the Class X Certificates), 1% of all voting rights
will be allocated among the Holders of the Class X
Certificates (provided, however, that if such Certificates are
securing any NIM Note, the Class X Certificates shall have no
voting rights while such NIM Notes remain outstanding); 1% of all
voting rights will be allocated among the Holders of the
Class P Certificates, and 1% of all voting rights will be
allocated among Holders of the Residual Certificates. Voting
Rights allocated to a Class shall be allocated among the
Certificates of such Class in proportion to the outstanding
Percentage Interests evidenced by their respective
Certificates.
SECTION
1.02.
Allocation of Certain Interest
Shortfalls.
For purposes of calculating the amount of
the Monthly Interest Distributable Amount for the Senior and
Subordinate Certificates for any Distribution Date, the aggregate
amount of any Net Prepayment Interest Shortfalls and any Relief Act
Interest Shortfall incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated to the Class X
Certificates in reduction of the Class X Distribution Amount
and thereafter, among the Class A Certificates and the other
Classes of Subordinate Certificates on a pro rata basis based on
such Monthly Interest Distributable Amount prior to giving effect
to any such reduction.
SECTION
1.03.
Designation of Interests in
REMIC
(a)
Designation of Interests in
REMIC
The Trust Administrator shall elect that
each of REMIC I, REMIC II and REMIC III be treated as a REMIC under
Section 860D of the Code. 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
elections. The assets of REMIC I shall include the Mortgage
Loans, the accounts (other than the Net WAC Reserve Fund, the Swap
Agreement and the Supplemental Interest Account), any REO Property,
and any proceeds of the foregoing. The REMIC I Regular
Interests shall constitute the assets of REMIC II. The REMIC
II Regular Interests shall constitute the assets of REMIC III (the
“Master REMIC”).
REMIC I:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC I, each of which (other than the R-I interest) is
hereby designated as a regular interest in REMIC I (the
“REMIC I Regular Interests”):
|
|
|
|
|
|
Initial Principal Balance of REMIC Interest
|
|
|
T1-A
|
$ 19,807,750.96
|
(1)
|
|
T1-F1
|
$ 4,208,906.50
|
(2)
|
|
T1-V1
|
$ 4,208,906.50
|
(3)
|
|
T1-F2
|
$ 4,786,580.00
|
(2)
|
|
T1-V2
|
$ 4,786,580.00
|
(3)
|
|
T1-F3
|
$ 5,356,699.50
|
(2)
|
|
T1-V3
|
$ 5,356,699.50
|
(3)
|
|
T1-F4
|
$ 5,916,111.50
|
(2)
|
|
T1-V4
|
$ 5,916,111.50
|
(3)
|
|
T1-F5
|
$ 6,461,017.00
|
(2)
|
|
T1-V5
|
$ 6,461,017.00
|
(3)
|
|
T1-F6
|
$ 6,992,385.50
|
(2)
|
|
T1-V6
|
$ 6,992,385.50
|
(3)
|
|
T1-F7
|
$ 7,692,206.00
|
(2)
|
|
T1-V7
|
$ 7,692,206.00
|
(3)
|
|
T1-F8
|
$ 8,183,673.00
|
(2)
|
|
T1-V8
|
$ 8,183,673.00
|
(3)
|
|
T1-F9
|
$ 8,653,477.50
|
(2)
|
|
T1-V9
|
$ 8,653,477.50
|
(3)
|
|
T1-F10
|
$ 9,098,121.50
|
(2)
|
|
T1-V10
|
$ 9,098,121.50
|
(3)
|
|
T1-F11
|
$ 9,518,804.50
|
(2)
|
|
T1-V11
|
$ 9,518,804.50
|
(3)
|
|
T1-F12
|
$ 9,911,444.50
|
(2)
|
|
T1-V12
|
$ 9,911,444.50
|
(3)
|
|
T1-F13
|
$ 10,587,255.00
|
(2)
|
|
T1-V13
|
$ 10,587,255.00
|
(3)
|
|
T1-F14
|
$ 11,094,936.50
|
(2)
|
|
T1-V14
|
$ 11,094,936.50
|
(3)
|
|
T1-F15
|
$ 11,239,775.50
|
(2)
|
|
T1-V15
|
$ 11,239,775.50
|
(3)
|
|
T1-F16
|
$ 11,169,011.50
|
(2)
|
|
T1-V16
|
$ 11,169,011.50
|
(3)
|
|
T1-F17
|
$ 11,098,286.50
|
(2)
|
|
T1-V17
|
$ 11,098,286.50
|
(3)
|
|
T1-F18
|
$ 10,763,691.00
|
(2)
|
|
T1-V18
|
$ 10,763,691.00
|
(3)
|
|
T1-F19
|
$ 10,452,985.50
|
(2)
|
|
T1-V19
|
$ 10,452,985.50
|
(3)
|
|
T1-F20
|
$ 10,139,146.50
|
(2)
|
|
T1-V20
|
$ 10,139,146.50
|
(3)
|
|
T1-F21
|
$ 12,955,928.00
|
(2)
|
|
T1-V21
|
$ 12,955,928.00
|
(3)
|
|
T1-F22
|
$ 12,564,722.00
|
(2)
|
|
T1-V22
|
$ 12,564,722.00
|
(3)
|
|
T1-F23
|
$ 14,192,733.00
|
(2)
|
|
T1-V23
|
$ 14,192,733.00
|
(3)
|
|
T1-F24
|
$ 13,442,110.00
|
(2)
|
|
T1-V24
|
$ 13,442,110.00
|
(3)
|
|
T1-F25
|
$ 12,967,107.50
|
(2)
|
|
T1-V25
|
$ 12,967,107.50
|
(3)
|
|
T1-F26
|
$ 12,278,969.00
|
(2)
|
|
T1-V26
|
$ 12,278,969.00
|
(3)
|
|
T1-F27
|
$ 9,683,349.00
|
(2)
|
|
T1-V27
|
$ 9,683,349.00
|
(3)
|
|
T1-F28
|
$ 9,142,118.50
|
(2)
|
|
T1-V28
|
$ 9,142,118.50
|
(3)
|
|
T1-F29
|
$ 7,344,609.50
|
(2)
|
|
T1-V29
|
$ 7,344,609.50
|
(3)
|
|
T1-F30
|
$ 7,389,156.50
|
(2)
|
|
T1-V30
|
$ 7,389,156.50
|
(3)
|
|
T1-F31
|
$ 6,944,537.50
|
(2)
|
|
T1-V31
|
$ 6,944,537.50
|
(3)
|
|
T1-F32
|
$ 63,252,569.50
|
(2)
|
|
T1-V32
|
$ 63,252,569.50
|
(3)
|
|
T1-F33
|
$ 7,814,543.50
|
(2)
|
|
T1-V33
|
$ 7,814,543.50
|
(3)
|
|
T1-F34
|
$ 47,172,469.00
|
(2)
|
|
T1-V34
|
$ 47,172,469.00
|
(3)
|
|
T1-F35
|
$ 3,019,632.00
|
(2)
|
|
T1-V35
|
$ 3,019,632.00
|
(3)
|
|
T1-F36
|
$ 2,789,258.50
|
(2)
|
|
T1-V36
|
$ 2,789,258.50
|
(3)
|
|
T1-F37
|
$ 2,695,624.00
|
(2)
|
|
T1-V37
|
$ 2,695,624.00
|
(3)
|
|
T1-F38
|
$ 2,553,716.00
|
(2)
|
|
T1-V38
|
$ 2,553,716.00
|
(3)
|
|
T1-F39
|
$ 2,392,523.00
|
(2)
|
|
T1-V39
|
$ 2,392,523.00
|
(3)
|
|
T1-F40
|
$ 2,286,434.50
|
(2)
|
|
T1-V40
|
$ 2,286,434.50
|
(3)
|
|
T1-F41
|
$ 1,782,282.50
|
(2)
|
|
T1-V41
|
$ 1,782,282.50
|
(3)
|
|
T1-F42
|
$ 1,723,622.50
|
(2)
|
|
T1-V42
|
$ 1,723,622.50
|
(3)
|
|
T1-F43
|
$ 2,299,105.00
|
(2)
|
|
T1-V43
|
$ 2,299,105.00
|
(3)
|
|
T1-F44
|
$ 3,000,785.00
|
(2)
|
|
T1-V44
|
$ 3,000,785.00
|
(3)
|
|
T1-F45
|
$ 1,655,241.00
|
(2)
|
|
T1-V45
|
$ 1,655,241.00
|
(3)
|
|
T1-F46
|
$ 13,919,663.50
|
(2)
|
|
T1-V46
|
$ 13,919,663.50
|
(3)
|
|
T1-F47
|
$ 1,173,955.50
|
(2)
|
|
T1-V47
|
$ 1,173,955.50
|
(3)
|
|
T1-F48
|
$
918,689.50
|
(2)
|
|
T1-V48
|
$
918,689.50
|
(3)
|
|
T1-F49
|
$
760,524.50
|
(2)
|
|
T1-V49
|
$
760,524.50
|
(3)
|
|
T1-F50
|
$
737,276.50
|
(2)
|
|
T1-V50
|
$
737,276.50
|
(3)
|
|
T1-F51
|
$
714,750.50
|
(2)
|
|
T1-V51
|
$
714,750.50
|
(3)
|
|
T1-F52
|
$
692,923.00
|
(2)
|
|
T1-V52
|
$
692,923.00
|
(3)
|
|
T1-F53
|
$
671,772.00
|
(2)
|
|
T1-V53
|
$
671,772.00
|
(3)
|
|
T1-F54
|
$
651,277.50
|
(2)
|
|
T1-V54
|
$
651,277.50
|
(3)
|
|
T1-F55
|
$
631,431.50
|
(2)
|
|
T1-V55
|
$
631,431.50
|
(3)
|
|
T1-F56
|
$
612,183.50
|
(2)
|
|
T1-V56
|
$
612,183.50
|
(3)
|
|
T1-F57
|
$
593,560.50
|
(2)
|
|
T1-V57
|
$
593,560.50
|
(3)
|
|
T1-F58
|
$
576,118.00
|
(2)
|
|
T1-V58
|
$
576,118.00
|
(3)
|
|
T1-F59
|
$
559,095.50
|
(2)
|
|
T1-V59
|
$
559,095.50
|
(3)
|
|
T1-F60
|
$ 13,331,118.50
|
(2)
|
|
T1-V60 (5)
|
$ 13,331,118.50
|
(3)
|
|
R-I
|
(4)
|
(4)
|
(1)
The interest rate with
respect to any Distribution Date (and the related Interest Accrual
Period) for the T1-A Interest is a per annum rate equal to the
weighted average of the Net Mortgage Rate of all the Mortgage Loans
as of the first day of the related Due Period, weighted on their
outstanding principal balances of such day and adjusted to take
into account any prepayments of principal occurring after such day
that were distributed in the prior calendar month (the “REMIC
Net WAC Rate”).
(2)
The interest rate with
respect to any Distribution Date (and the related Interest Accrual
Period) for each of these interests is a per annum rate equal to
the lesser of (i) 10.638%, and (ii) the product of (a) the REMIC
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 REMIC Net WAC Rate and (b) 2, over
(ii) 10.638%.
(4)
The R-I interest shall
not have a principal balance and shall not bear interest. The
R-I interest is hereby designated as the sole class of residual
interest in REMIC I.
(5)
This interest shall also
be entitled to all Prepayment Premiums received in respect of the
Mortgage Loans.
On the Business Day prior to each
Distribution Date, all Realized Losses and all payments of
principal shall be allocated in the following order of
priority:
(i)
First, to the T1-A interest until the
outstanding principal balance of such interest is reduced to zero,
and
(ii)
Second, to the outstanding T1 interest
with the lowest numerical denomination until such interest is
reduced to zero; provided that in the case of T1 interests with the
same numerical denomination, principal shall be allocated equally
between such interests.
REMIC II:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC II, each of which (other than the R-II interest)
is hereby designated as a regular interest in REMIC II (the
“REMIC II Regular Interests”):
|
|
|
|
|
|
|
Initial Principal Balance of REMIC Interest
|
|
Corresponding Class
of REMIC III Interest
|
|
T2-A1 (5)
|
(6)
|
(1)
|
A1
|
|
T2-A2 (5)
|
(6)
|
(1)
|
A2
|
|
T2-A3 (5)
|
(6)
|
(1)
|
A3
|
|
T2-A4 (5)
|
(6)
|
(1)
|
A4
|
|
T2-A5 (5)
|
(6)
|
(1)
|
A5
|
|
T2-M1 (5)
|
(6)
|
(1)
|
M1
|
|
T2-M2 (5)
|
(6)
|
(1)
|
M2
|
|
T2-M3 (5)
|
(6)
|
(1)
|
M3
|
|
T2-M4 (5)
|
(6)
|
(1)
|
M4
|
|
T2-M5 (5)
|
(6)
|
(1)
|
M5
|
|
T2-M6 (5)
|
(6)
|
(1)
|
M6
|
|
T2-M7 (5)
|
(6)
|
(1)
|
M7
|
|
T2-M8 (5)
|
(6)
|
(1)
|
M8
|
|
T2-M9 (5)
|
(6)
|
(1)
|
M9
|
|
T2-M10 (5)
|
(6)
|
(1)
|
M10
|
|
T2-M11 (5)
|
(6)
|
(1)
|
M11
|
|
T2-P (4) (5)
|
(6)
|
(1)
|
P
|
|
T2-Accrual Interest
|
(7)
|
(1)
|
N/A
|
|
T2-IO
|
(2)
|
(2)
|
N/A
|
|
R-II
|
(3)
|
(3)
|
N/A
|
___________________________
(1)
The interest rate for
each of these interests (the “REMIC Maximum Rate”) with
respect to any Distribution Date (and the related Interest Accrual
Period) is a per annum rate equal to the weighted average of the
interest rates on the REMIC I Regular Interests, provided ,
however , that for any Distribution Date on which the Class
T2-IO Interest is entitled to a portion of the interest accruals on
a REMIC I interest 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
REMIC I interest to a cap equal to the product of the interest rate
used to compute the Swap Counterparty Payment adjusted to reflect
the day count convention used for such interest rate (“Swap
LIBOR”) for such Distribution Date and 2.
(2)
The Class T2-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 T2-IO shall be entitled to interest
accrued on the REMIC I interest listed in the second column in the
table below at a per annum rate equal to the excess, if any, of (i)
the interest rate for such REMIC I interest for such Distribution
Date over (ii) the product of Swap LIBOR for such Distribution Date
and 2.
|
|
|
|
Distribution
Dates
|
Pooling REMIC Class
Designation
|
|
1
|
Class T1-F1
|
|
1-2
|
Class T1-F2
|
|
1-3
|
Class T1-F3
|
|
1-4
|
Class T1-F4
|
|
1-5
|
Class T1-F5
|
|
1-6
|
Class T1-F6
|
|
1-7
|
Class T1-F7
|
|
1-8
|
Class T1-F8
|
|
1-9
|
Class T1-F9
|
|
1-10
|
Class T1-F10
|
|
1-11
|
Class T1-F11
|
|
1-12
|
Class T1-F12
|
|
1-13
|
Class T1-F13
|
|
1-14
|
Class T1-F14
|
|
1-15
|
Class T1-F15
|
|
1-16
|
Class T1-F16
|
|
1-17
|
Class T1-F17
|
|
1-18
|
Class T1-F18
|
|
1-19
|
Class T1-F19
|
|
1-20
|
Class T1-F20
|
|
1-21
|
Class T1-F21
|
|
1-22
|
Class T1-F-22
|
|
1-23
|
Class T1-F23
|
|
1-24
|
Class T1-F24
|
|
1-25
|
Class T1-F25
|
|
1-26
|
Class T1-F26
|
|
1-27
|
Class T1-F27
|
|
1-28
|
Class T1-F28
|
|
1-29
|
Class T1-F29
|
|
1-30
|
Class T1-F30
|
|
1-31
|
Class T1-F31
|
|
1-32
|
Class T1-F32
|
|
1-33
|
Class T1-F33
|
|
1-34
|
Class T1-F34
|
|
1-35
|
Class T1-F35
|
|
1-36
|
Class T1-F36
|
|
1-37
|
Class T1-F37
|
|
1-38
|
Class T1-F38
|
|
1-39
|
Class T1-F39
|
|
1-40
|
Class T1-F40
|
|
1-41
|
Class T1-F41
|
|
1-42
|
Class T1-F42
|
|
1-43
|
Class T1-F43
|
|
1-44
|
Class T1-F44
|
|
1-45
|
Class T1-F45
|
|
1-46
|
Class T1-F46
|
|
1-47
|
Class T1-F47
|
|
1-48
|
Class T1-F48
|
|
1-49
|
Class T1-F49
|
|
1-50
|
Class T1-F50
|
|
1-51
|
Class T1-F51
|
|
1-52
|
Class T1-F52
|
|
1-53
|
Class T1-F53
|
|
1-54
|
Class T1-F54
|
|
1-55
|
Class T1-F55
|
|
1-56
|
Class T1-F56
|
|
1-57
|
Class T1-F57
|
|
1-58
|
Class T1-F58
|
|
1-59
|
Class T1-F59
|
|
1-60
|
Class T1-F60
|
(3)
The R-II interest shall not have a
principal amount and shall not bear interest. The R-II
interest is hereby designated as the sole class of residual
interest in REMIC II.
(4) This interest shall also be
entitled to all Prepayment Premiums received in respect of the
Mortgage Loans.
(5)
This interest is a REMIC II Accretion
Directed Class.
(6) This interest shall have an
Initial Principal Balance equal to one-half of the initial Class
Principal Balance of its Corresponding Class of REMIC III
Interests.
(7) This interest shall have an
Initial Principal Balance equal to the excess of (i) the aggregate
Stated Principal Balance of the Mortgage Loans over (ii) the
aggregate Initial Class Principal Balance of the REMIC II Accretion
Directed Classes.
On the Business Day prior to each
Distribution Date, interest shall be allocated with respect to the
interests in REMIC II based on the above-described interest rates,
provided however , that interest that accrues on the
T2-Accrual Interest shall be deferred to the extent necessary to
make the distributions of principal described below. Any
interest so deferred shall itself bear interest at the interest
rate for the T2-Accrual Interest.
On the Business Day prior to each
Distribution Date the principal distributed on the REMIC interests
(together with an amount equal to the interest deferred on the
T2-Accrual Interest for such Distribution Date) shall be
distributed, and Realized Losses shall be allocated, among the
interests in REMIC II in the following order of
priority:
(a)
First, to each interest in REMIC II
having a Corresponding Class in REMIC III until the outstanding
principal amount of each such interest equals one-half of the
outstanding principal amount of such Corresponding Class for such
interest immediately after such Distribution Date; and
(b)
Second, to the T2-Accrual Interest, any
remaining amounts.
Master REMIC - Certificates:
The following table sets forth
characteristics of the Certificates:
|
|
|
|
|
|
Original Certificate Principal
Balance
|
|
|
Class A1
|
$
178,248,000.00
|
(1)
|
|
Class A2
|
$
309,114,000.00
|
(1)
|
|
Class A3
|
$
78,184,000.00
|
(1)
|
|
Class A4
|
$
125,464,000.00
|
(1)
|
|
Class A5
|
$
40,911,000.00
|
(1)
|
|
Class M1
|
$
50,720,000.00
|
(1)
|
|
Class M2
|
$
42,035,000.00
|
(1)
|
|
Class M3
|
$
15,946,000.00
|
(1)
|
|
Class M4
|
$
18,842,000.00
|
(1)
|
|
Class M5
|
$
16,909,000.00
|
(1)
|
|
Class M6
|
$
11,112,000.00
|
(1)
|
|
Class M7
|
$
11,595,000.00
|
(1)
|
|
Class M8
|
$
8,696,000.00
|
(1)
|
|
Class M9
|
$
11,595,000.00
|
(1)
|
|
Class M10
|
$
14,493,000.00
|
(1)
|
|
Class M11
|
$
13,044,000.00
|
(1)
|
|
Class X
|
(2)
|
(2)
|
|
Class P
|
$100
|
(3)
|
|
Swap Amount
|
(4)
|
(4)
|
|
Class R (5)
|
N/A
|
N/A
|
