Exhibit 4
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SECURITIZED ASSET BACKED RECEIVABLES LLC,
Depositor,
HOMEQ SERVICING,
Servicer,
WMC MORTGAGE CORP.,
Responsible Party,
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Custodian
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POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
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SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2006-WM3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-WM3
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of
Mortgage Loans...................................
Section 2.02 Acceptance by
the Trustee of the Mortgage Loans................
Section 2.03 Representations,
Warranties and Covenants of the Responsible
Party and the Servicer; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans.........................................................
Section 2.04
[Reserved].....................................................
Section 2.05 Execution and
Delivery of Certificates.........................
Section 2.06 REMIC
Matters..................................................
Section 2.07 Representations
and Warranties of the Depositor................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to
Service Mortgage Loans.............................
Section 3.02 Subservicing
Agreements between the Servicer and Subservicers..
Section 3.03 Successor
Subservicers.........................................
Section 3.04 Liability of the
Servicer......................................
Section 3.05 No Contractual
Relationship between Subservicers and the
Trustee.......................................................
Section 3.06 Assumption or
Termination of Subservicing Agreements by Trustee
Section 3.07 Collection of
Certain Mortgage Loan Payments...................
Section 3.08 Subservicing
Accounts..........................................
Section 3.09 Collection of
Taxes, Assessments and Similar Items; Escrow
Accounts......................................................
Section 3.10 Collection
Account.............................................
Section 3.11 Withdrawals from
the Collection Account........................
Section 3.12 Investment of
Funds in the Collection Account, Escrow Accounts
and the Distribution Account..................................
Section 3.13 Maintenance of
Hazard Insurance and Errors and Omissions and
Fidelity Coverage.............................................
Section 3.14 Enforcement of
Due-On-Sale Clauses; Assumption Agreements......
Section 3.15 Realization upon
Defaulted Mortgage Loans......................
Section 3.16 Release of
Mortgage Files......................................
Section 3.17 Title,
Conservation and Disposition of REO Property............
Section 3.18 Notification of
Adjustments....................................
Section 3.19 Access to
Certain Documentation and Information Regarding the
Mortgage Loans................................................
Section 3.20 Documents,
Records and Funds in Possession of the Servicer to
Be Held for the Trustee.......................................
Section 3.21
Servicing
Compensation.........................................
Section 3.22 Annual Statement
as to Compliance..............................
Section 3.23 Annual Reports
on Assessment of Compliance with Servicing
Criteria; Annual Independent Public Accountants' Attestation
Report........................................................
Section 3.24 Trustee to Act
as Servicer.....................................
Section 3.25 Compensating
Interest..........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.......................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances.......................................................
Section 4.02 Priorities of
Distribution.....................................
Section 4.03 Monthly
Statements to Certificateholders.......................
Section 4.04 Certain Matters
Relating to the Determination of LIBOR.........
Section 4.05 Allocation of
Applied Realized Loss Amounts....................
Section 4.06 Supplemental
Interest Account..................................
Section 4.07 Supplemental Float
Account.....................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02 Certificate
Register; Registration of Transfer and Exchange of
Certificates..................................................
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates..............
Section 5.04 Persons Deemed
Owners..........................................
Section 5.05 Access to List
of Certificateholders' Names and Addresses......
Section 5.06 Maintenance of
Office or Agency................................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01 Respective
Liabilities of the Depositor and the Servicer.......
Section 6.02 Merger or
Consolidation of the Depositor or the Servicer.......
Section 6.03 Limitation on
Liability of the Depositor, the Servicer and
Others........................................................
Section 6.04 Limitation on
Resignation of the Servicer......................
Section 6.05 Additional
Indemnification by the Servicer; Third Party Claims.
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default..............................................
Section 7.02 Trustee to Act;
Appointment of Successor.......................
Section 7.03 Notification to
Certificateholders.............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee..........................................
Section 8.02 Certain Matters
Affecting the Custodian and the Trustee........
Section 8.03 Trustee and
Custodian Not Liable for Certificates or Mortgage
Loans.........................................................
Section 8.04 Trustee May Own
Certificates...................................
Section 8.05 Trustee's and
Custodian's Fees and Expenses....................
Section 8.06 Eligibility
Requirements for the Trustee.......................
Section 8.07 Resignation and
Removal of the Trustee.........................
Section 8.08 Successor
Trustee..............................................
Section 8.09 Merger or
Consolidation of the Trustee.........................
Section 8.10 Appointment of
Co-Trustee or Separate Trustee..................
Section 8.11 Tax
Matters....................................................
Section 8.12 Periodic
Filings...............................................
Section 8.13 Tax
Classification of the Excess Reserve Fund Account, the
Supplemental Interest Account, the Interest Rate Swap
Agreement and the Cap Agreement...............................
Section 8.14 Custodial
Responsibilities.....................................
Section 8.15 Limitations on
Custodial Responsibilities......................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon
Liquidation or Purchase of the Mortgage Loans.
Section 9.02 Final
Distribution on the Certificates.........................
Section 9.03 Additional
Termination Requirements............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment......................................................
Section 10.02 Recordation of
Agreement; Counterparts.........................
Section 10.03 Governing
Law..................................................
Section 10.04 Intention of
Parties...........................................
Section 10.05
Notices........................................................
Section 10.06 Severability of
Provisions.....................................
Section 10.07 Limitation on Rights
of Certificateholders.....................
Section 10.08 Inspection and Audit
Rights....................................
Section 10.09 Certificates
Nonassessable and Fully Paid......................
Section 10.10 Assignment; Sales;
Advance Facilities..........................
Section 10.11 Rule of
Construction...........................................
Section 10.12 Waiver of Jury
Trial...........................................
Section 10.13 Third Party
Rights.............................................
Section 10.14 Regulation AB
Compliance; Intent of the Parties;
Reasonableness................................................
<PAGE>
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of the Servicer
Schedule III Representations
and Warranties of the Responsible Party as to
the Mortgage Loans
Schedule IV
Representations and Warranties as to the Responsible Party
Schedule V
Representations and Warranties of the Depositor as to the
Mortgage Loans
Schedule VI
Representations and Warranties of the Custodian
EXHIBITS
Exhibit A
Form of Class A, Class M and Class B Certificates
Exhibit B
Form of Class P Certificate
Exhibit C-1 Form of
Class R-I Certificate
Exhibit C-2 Form of
Class R-II Certificate
Exhibit D
Form of Class X
Certificate
Exhibit E
Form of Initial Certification of Custodian
Exhibit F
Form of Document Certification and Exception Report of
Custodian
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of
Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Trustee's Certification to be provided to Depositor
Exhibit N
Form of Servicer's Certification to be provided to Depositor
Exhibit O
Sponsor Representation Letter
Exhibit P
Servicing Criteria
Exhibit Q
Additional Form 10-D Disclosure
Exhibit R
Additional Form 10-K Disclosure
Exhibit S
Form 8-K Disclosure Information
Exhibit T
Interest Rate Swap Agreement
Exhibit U
Cap Agreement
Exhibit V
Additional Disclosure Notification
Exhibit W
Form of Trustee's Limited Power of Attorney
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1,
2006,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited
liability
company, as depositor (the "Depositor"), BARCLAYS CAPITAL REAL
ESTATE INC.,
D/B/A HOMEQ SERVICING, a Delaware corporation, as servicer (the
"Servicer"), WMC
MORTGAGE CORP., a California corporation, as responsible party (the
"Responsible
Party"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
association,
as trustee (the "Trustee") and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a
national banking association, as trustee (the "Custodian").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the
Interest Rate Swap
Agreement and the Cap Agreement, (iii) the Supplemental Interest
Account, (iv)
the Excess Reserve Fund Account, and (v) the right of the LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication,
Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO
Shortfalls) be
treated for federal income tax purposes as comprising four REMICs
(each, a
"Trust REMIC" or, in the alternative, Pooling Tier REMIC-1, Pooling
Tier
REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC,
respectively). Each
Class of Certificates (other than the Class P Certificates and the
Residual
Certificates), other than the right of each Class of LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication,
Upper Tier
Carry Forward Amounts and the obligation to pay Class IO Shortfalls
and the
right of the Class X Certificates to receive payments from the
Interest Rate
Swap Agreement, the Cap Agreement and the right to receive Class IO
Shortfalls,
represents ownership of a regular interest in the Upper Tier REMIC
for purposes
of the REMIC Provisions. The Class R-I Certificates represent
ownership of the
sole class of residual interest in Pooling Tier REMIC-1 for
purposes of the
REMIC Provisions. The Class R-II Certificates represent ownership
of the sole
class of residual interest in each of Pooling Tier REMIC-2, the
Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions. The
Startup Day
for each Trust REMIC is the Closing Date. The latest possible
maturity date for
each regular interest is the latest date referenced in Section
2.06.
The Upper Tier REMIC shall hold as assets the several classes
of
uncertificated Lower Tier REMIC Regular Interests, set out below.
The Lower Tier
REMIC shall hold as assets the several classes of uncertificated
Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as
assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests.
Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund
(exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and the
Cap
Agreement, (iii) the Supplemental Interest Account, (iv) the Excess
Reserve Fund
Account, (v) the Cap Agreement and (vi) the right of the LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication,
Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO
Shortfalls).
For federal income tax purposes, the Class P Certificates
represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR
Certificates
represents beneficial ownership of a regular interest in the Upper
Tier REMIC
and the right to receive Basis Risk Carry Forward Amounts and,
without
duplication, Upper Tier Carry Forward Amounts, subject to the
obligation to pay
Class IO Shortfalls, and the Class X Certificates represent
beneficial ownership
of two regular interests in the Upper Tier REMIC, the Excess
Reserve Fund
Account, the Supplemental Interest Account, the Interest Rate Swap
Agreement,
the Cap Agreement and the right to receive Class IO Shortfalls,
which portions
of the Trust Fund shall be treated as a grantor trust.
Pooling Tier REMIC-1
Pooling Tier REMIC-1 shall issue the following interests in
Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R
Interest, is
hereby designated as a regular interest in the Pooling Tier
REMIC-1. Pooling
Tier REMIC-1 shall also issue the Class R-I Certificates. The Class
PT1-R
Interest is hereby designated as the sole class of residual
interest in Pooling
Tier REMIC-1.
Initial Pooling Tier
Pooling Tier
REMIC-1 Pooling
Tier REMIC-1
REMIC-1
Interest
Interest Rate
Principal Amount
------------------------ -----------------------
--------------------------
Class PT1-1
(1)
$ 25,974,119.00
Class PT1-2A
(2)
$ 9,443,062.35
Class PT1-2B
(3)
$ 9,443,062.35
Class PT1-3A
(2)
$ 14,134,164.38
Class PT1-3B
(3)
$ 14,134,164.38
Class PT1-4A
(2)
$ 14,526,827.78
Class PT1-4B
(3)
$ 14,526,827.78
Class PT1-5A
(2)
$ 14,872,854.49
Class PT1-5B
(3)
$ 14,872,854.49
Class PT1-6A
(2)
$ 15,170,889.43
Class PT1-6B
(3)
$ 15,170,889.43
Class PT1-7A
(2)
$ 15,419,838.05
Class PT1-7B
(3)
$ 15,419,838.05
Class PT1-8A
(2)
$ 15,782,413.26
Class PT1-8B
(3)
$ 15,782,413.26
Class PT1-9A
(2)
$ 15,924,370.91
Class PT1-9B
(3)
$ 15,924,370.91
Class PT1-10A
(2)
$ 16,015,236.66
Class PT1-10B
(3)
$ 16,015,236.66
Class PT1-11A
(2)
$ 16,055,150.24
Class PT1-11B
(3)
$ 16,055,150.24
Class PT1-12A
(2)
$
16,044,497.87
Class PT1-12B
(3)
$ 16,044,497.87
Class PT1-13A
(2)
$ 15,973,685.56
Class PT1-13B
(3)
$ 15,973,685.56
Class PT1-14A
(2)
$ 15,171,630.77
Class PT1-14B
(3)
$ 15,171,630.77
Class PT1-15A
(2)
$ 14,410,870.66
Class PT1-15B
(3)
$ 14,410,870.66
Class PT1-16A
(2)
$ 13,689,259.34
Class PT1-16B
(3)
$ 13,689,259.34
Class PT1-17A
(2)
$ 13,004,685.96
Class PT1-17B
(3)
$ 13,004,685.96
Class PT1-18A
(2)
$ 12,356,469.87
Class PT1-18B
(3)
$ 12,356,469.87
Class PT1-19A
(2)
$ 11,740,038.08
Class PT1-19B
(3)
$ 11,740,038.08
Class PT1-20A
(2)
$ 11,384,054.82
Class PT1-20B
(3)
$ 11,384,054.82
Class PT1-21A
(2)
$ 11,026,580.68
Class PT1-21B
(3)
$ 11,026,580.68
Class PT1-22A
(2)
$ 21,990,977.36
Class PT1-22B
(3)
$ 21,990,977.36
Class PT1-23A
(2)
$ 19,280,640.01
Class PT1-23B
(3)
$ 19,280,640.01
Class PT1-24A
(2)
$ 16,942,718.44
Class PT1-24B
(3)
$ 16,942,718.44
Class PT1-25A
(2)
$ 14,907,993.51
Class PT1-25B
(3)
$ 14,907,993.51
Class PT1-26A
(2)
$ 13,125,056.91
Class PT1-26B
(3)
$ 13,125,056.91
Class PT1-27A
(2)
$ 10,961,631.65
Class PT1-27B
(3)
$ 10,961,631.65
Class PT1-28A
(2)
$ 9,299,645.35
Class PT1-28B
(3)
$ 9,299,645.35
Class PT1-29A
(2)
$ 7,995,140.77
Class PT1-29B
(3)
$ 7,995,140.77
Class PT1-30A
(2)
$ 6,953,227.73
Class PT1-30B
(3)
$ 6,953,227.73
Class PT1-31A
(2)
$ 6,107,502.22
Class PT1-31B
(3)
$ 6,107,502.22
Class PT1-32A
(2)
$ 5,411,390.80
Class PT1-32B
(3)
$ 5,411,390.80
Class PT1-33A
(2)
$ 4,831,275.69
Class PT1-33B
(3)
$ 4,831,275.69
Class PT1-34A
(2)
$ 4,342,453.55
Class PT1-34B
(3)
$
4,342,453.55
Class PT1-35A
(2)
$ 3,933,149.29
Class PT1-35B
(3)
$ 3,933,149.29
Class PT1-36A
(2)
$ 3,581,826.39
Class PT1-36B
(3)
$ 3,581,826.39
Class PT1-37A
(2)
$ 3,277,443.19
Class PT1-37B
(3)
$ 3,277,443.19
Class PT1-38A
(2)
$ 3,012,995.20
Class PT1-38B
(3)
$ 3,012,995.20
Class PT1-39A
(2)
$ 2,854,956.42
Class PT1-39B
(3)
$ 2,854,956.42
Class PT1-40A
(2)
$ 2,705,380.49
Class PT1-40B
(3)
$ 2,705,380.49
Class PT1-41A
(2)
$ 2,563,818.64
Class PT1-41B
(3)
$ 2,563,818.64
Class PT1-42A
(2)
$ 2,429,806.00
Class PT1-42B
(3)
$ 2,429,806.00
Class PT1-43A
(2)
$ 2,302,945.26
Class PT1-43B
(3)
$ 2,302,945.26
Class PT1-44A
(2)
$ 2,052,022.83
Class PT1-44B
(3)
$ 2,052,022.83
Class PT1-45A
(2)
$ 1,945,534.71
Class PT1-45B
(3)
$ 1,945,534.71
Class PT1-46A
(2)
$ 1,844,688.31
Class PT1-46B
(3)
$ 1,844,688.31
Class PT1-47A
(2)
$ 1,749,127.86
Class PT1-47B
(3)
$ 1,749,127.86
Class PT1-48A
(2)
$ 1,658,676.67
Class PT1-48B
(3)
$ 1,658,676.67
Class PT1-49A
(2)
$ 1,573,001.50
Class PT1-49B
(3)
$ 1,573,001.50
Class PT1-50A
(2)
$ 1,491,844.88
Class PT1-50B
(3)
$ 1,491,844.88
Class PT1-51A
(2)
$ 1,414,963.50
Class PT1-51B
(3)
$ 1,414,963.50
Class PT1-52A
(2)
$ 1,342,127.56
Class PT1-52B
(3)
$ 1,342,127.56
Class PT1-53A
(2)
$ 1,273,127.94
Class PT1-53B
(3)
$ 1,273,127.94
Class PT1-54A
(2)
$ 1,207,740.91
Class PT1-54B
(3)
$ 1,207,740.91
Class PT1-55A
(2)
$ 1,145,782.30
Class PT1-55B
(3)
$ 1,145,782.30
Class PT1-56A
(2)
$
988,953.53
Class PT1-56B
(3)
$
988,953.53
Class PT1-57A
(2)
$
938,725.57
Class PT1-57B
(3)
$
938,725.57
Class PT1-58A
(2)
$
891,107.88
Class PT1-58B
(3)
$
891,107.88
Class PT1-59A
(2)
$ 14,011,518.20
Class PT1-59B
(3)
$ 14,011,518.20
Class PT1-R
(4)
(4)
--------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1
Net WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling Tier REMIC-1 Net WAC Rate, subject to a
maximum
rate of
10.55%.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Net
WAC
Rate over
(B) 10.55%.
(4) The Class
PT1-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized
Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be deemed to be
distributed
to the Pooling Tier REMIC-1 Regular Interests at the rates shown
above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans
(including, for the
first Distribution Date only, the Closing Date Deposit Amount)
shall be
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest
with the
lowest numerical denomination until the Pooling Tier REMIC-1
Principal Amount of
such interest or interests, as the case may be, is reduced to zero,
provided
that, with respect to Pooling Tier REMIC-1 Regular Interests with
the same
numerical denomination, such Realized Losses and payments of
principal shall be
allocated pro rata between such Pooling Tier REMIC-1 Regular
Interests.
Pooling Tier REMIC-2
Pooling Tier REMIC-2
shall issue the following interests in Pooling
Tier REMIC-2, and each such interest, other than the Class PT2-R
Interest, is
hereby designated as a regular interest in Pooling Tier REMIC-2.
The Class PT2-R
Interest is hereby designated as the sole class of residual
interest in Pooling
Tier REMIC-2 and shall be represented by the Class R-II
Certificates.
<TABLE>
<CAPTION>
Pooling
Corresponding
Corresponding
Corresponding
Tier REMIC-2 Pooling
Tier
Pooling Tier
Pooling Tier
Scheduled
Pooling Tier
Interest REMIC-2
Initial
REMIC-2 IO
REMIC-1 Regular
Crossover
REMIC-2 Interest Rate
Principal Amount
Interest
Interest
Distribution Date
----------------
------------ ----------------
----------------- --------------- -----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1)
$25,974,119.00
N/A
N/A
N/A
Class PT2-2
(2)
$9,443,062.35 Class PT2-I-IO-2
N/A
N/A
Class PT2-3
(3)
$9,443,062.35
N/A
N/A
N/A
Class PT2-3A
(2)
$14,134,164.38 Class PT2-I-IO-3
N/A
N/A
Class PT2-3B
(3)
$14,134,164.38
N/A
N/A
N/A
Class PT2-4A
(2)
$14,526,827.78 Class PT2-I-IO-4
N/A
N/A
Class PT2-4B
(3)
$14,526,827.78
N/A
N/A
N/A
Class PT2-5A
(2)
$14,872,854.49 Class PT2-I-IO-5
N/A
N/A
Class PT2-5B
(3)
$14,872,854.49
N/A
N/A
N/A
Class PT2-6A
(2)
$15,170,889.43 Class PT2-I-IO-6
N/A
N/A
Class PT2-6B
(3)
$15,170,889.43
N/A
N/A
N/A
Class PT2-7A
(2)
$15,419,838.05 Class PT2-I-IO-7
N/A
N/A
Class PT2-7B
(3)
$15,419,838.05
N/A
N/A
N/A
Class PT2-8A
(2)
$15,782,413.26 Class PT2-I-IO-8
N/A
N/A
Class PT2-8B
(3)
$15,782,413.26
N/A
N/A
N/A
Class PT2-9A
(2)
$15,924,370.91 Class PT2-I-IO-9
N/A
N/A
Class PT2-9B
(3)
$15,924,370.91
N/A
N/A
N/A
Class PT2-10A
(2)
$16,015,236.66 Class PT2-I-IO-10
N/A
N/A
Class PT2-10B
(3)
$16,015,236.66
N/A
N/A
N/A
Class PT2-11A
(2)
$16,055,150.24 Class PT2-I-IO-11
N/A
N/A
Class PT2-11B
(3)
$16,055,150.24
N/A
N/A
N/A
Class PT2-12A
(2)
$16,044,497.87 Class PT2-I-IO-12
N/A
N/A
Class PT2-12B
(3)
$16,044,497.87
N/A
N/A
N/A
Class PT2-13A
(2)
$15,973,685.56 Class PT2-I-IO-13
N/A
N/A
Class PT2-13B
(3)
$15,973,685.56
N/A
N/A
N/A
Class PT2-14A
(2)
$15,171,630.77 Class PT2-I-IO-14
N/A
N/A
Class PT2-14B
(3)
$15,171,630.77
N/A
N/A
N/A
Class PT2-15A
(2)
$14,410,870.66 Class PT2-I-IO-15
N/A
N/A
Class PT2-15B
(3)
$14,410,870.66
N/A
N/A
N/A
Class PT2-16A
(2)
$13,689,259.34 Class PT2-I-IO-16
N/A
N/A
Class PT2-16B
(3)
$13,689,259.34
N/A
N/A
N/A
Class PT2-17A
(2)
$13,004,685.96 Class PT2-I-IO-17
N/A
N/A
Class PT2-17B
(3)
$13,004,685.96
N/A
N/A
N/A
Class PT2-18A
(2)
$12,356,469.87 Class PT2-I-IO-18
N/A
N/A
Class PT2-18B
(3)
$12,356,469.87
N/A
N/A
N/A
Class PT2-19A
(2)
$11,740,038.08 Class PT2-I-IO-19
N/A
N/A
Class PT2-19B
(3)
$11,740,038.08
N/A
N/A
N/A
Class PT2-20A
(2)
$11,384,054.82 Class PT2-I-IO-20
N/A
N/A
Class PT2-20B
(3)
$11,384,054.82
N/A
N/A
N/A
Class PT2-21A
(2)
$11,026,580.68 Class PT2-I-IO-21
N/A
N/A
Class PT2-21B
(3)
$11,026,580.68
N/A
N/A
N/A
Class PT2-22A
(2)
$21,990,977.36 Class PT2-I-IO-22
N/A
N/A
Class PT2-22B
(3)
$21,990,977.36
N/A
N/A
N/A
Class PT2-23A
(2)
$19,280,640.01 Class PT2-I-IO-23
N/A
N/A
Class PT2-23B
(3)
$19,280,640.01
N/A
N/A
N/A
Class PT2-24A
(2)
$16,942,718.44 Class PT2-I-IO-24
N/A
N/A
Class PT2-24B
(3)
$16,942,718.44
N/A
N/A
N/A
Class PT2-25A
(2)
$14,907,993.51 Class PT2-I-IO-25
N/A
N/A
Class PT2-25B
(3)
$14,907,993.51
N/A
N/A
N/A
Class PT2-26A
(2)
$13,125,056.91 Class PT2-I-IO-26
N/A
N/A
Class PT2-26B
(3)
$13,125,056.91
N/A
N/A
N/A
Class PT2-27A
(2)
$10,961,631.65 Class PT2-I-IO-27
N/A
N/A
Class PT2-27B
(3)
$10,961,631.65
N/A
N/A
N/A
Class PT2-28A
(2)
$9,299,645.35 Class PT2-I-IO-28
N/A
N/A
Class PT2-28B
(3)
$9,299,645.35
N/A
N/A
N/A
Class PT2-29A
(2)
$7,995,140.77 Class PT2-I-IO-29
N/A
N/A
Class PT2-29B
(3)
$7,995,140.77
N/A
N/A
N/A
Class PT2-30A
(2)
$6,953,227.73 Class PT2-I-IO-30
N/A
N/A
Class PT2-30B
(3)
$6,953,227.73
N/A
N/A
N/A
Class PT2-31A
(2)
$6,107,502.22 Class PT2-I-IO-31
N/A
N/A
Class PT2-31B
(3)
$6,107,502.22
N/A
N/A
N/A
Class PT2-32A
(2)
$5,411,390.80 Class PT2-I-IO-32
N/A
N/A
Class PT2-32B
(3)
$5,411,390.80
N/A
N/A
N/A
Class PT2-33A
(2)
$4,831,275.69 Class PT2-I-IO-33
N/A
N/A
Class PT2-33B
(3)
$4,831,275.69
N/A
N/A
N/A
Class PT2-34A
(2)
$4,342,453.55 Class PT2-I-IO-34
N/A
N/A
Class PT2-34B
(3)
$4,342,453.55
N/A
N/A
N/A
Class PT2-35A
(2)
$3,933,149.29 Class PT2-I-IO-35
N/A
N/A
Class PT2-35B
(3)
$3,933,149.29
N/A
N/A
N/A
Class PT2-36A
(2)
$3,581,826.39 Class PT2-I-IO-36
N/A
N/A
Class PT2-36B
(3)
$3,581,826.39
N/A
N/A
N/A
Class PT2-37A
(2)
$3,277,443.19 Class PT2-I-IO-37
N/A
N/A
Class PT2-37B
(3)
$3,277,443.19
N/A
N/A
N/A
Class PT2-38A
(2)
$3,012,995.20 Class PT2-I-IO-38
N/A
N/A
Class PT2-38B
(3)
$3,012,995.20
N/A
N/A
N/A
Class PT2-39A
(2)
$2,854,956.42 Class PT2-I-IO-39
N/A
N/A
Class PT2-39B
(3)
$2,854,956.42
N/A
N/A
N/A
Class PT2-40A
(2)
$2,705,380.49 Class PT2-I-IO-40
N/A
N/A
Class PT2-40B
(3)
$2,705,380.49
N/A
N/A
N/A
Class PT2-41A
(2)
$2,563,818.64 Class PT2-I-IO-41
N/A
N/A
Class PT2-41B
(3)
$2,563,818.64
N/A
N/A
N/A
Class PT2-42A
(2)
$2,429,806.00 Class PT2-I-IO-42
N/A
N/A
Class PT2-42B
(3)
$2,429,806.00
N/A
N/A
N/A
Class PT2-43A
(2)
$2,302,945.26 Class PT2-I-IO-43
N/A
N/A
Class PT2-43B
(3)
$2,302,945.26
N/A
N/A
N/A
Class PT2-44A
(2)
$2,052,022.83 Class PT2-I-IO-44
N/A
N/A
Class PT2-44B
(3)
$2,052,022.83
N/A
N/A
N/A
Class PT2-45A
(2)
$1,945,534.71 Class PT2-I-IO-45
N/A
N/A
Class PT2-45B
(3)
$1,945,534.71
N/A
N/A
N/A
Class PT2-46A
(2)
$1,844,688.31 Class PT2-I-IO-46
N/A
N/A
Class PT2-46B
(3)
$1,844,688.31
N/A
N/A
N/A
Class PT2-47A
(2)
$1,749,127.86 Class PT2-I-IO-47
N/A
N/A
Class PT2-47B
(3)
$1,749,127.86
N/A
N/A
N/A
Class PT2-48A
(2)
$1,658,676.67 Class PT2-I-IO-48
N/A
N/A
Class PT2-48B
(3)
$1,658,676.67
N/A
N/A
N/A
Class PT2-49A
(2)
$1,573,001.50 Class PT2-I-IO-49
N/A
N/A
Class PT2-49B
(3)
$1,573,001.50
N/A
N/A
N/A
Class PT2-50A
(2)
$1,491,844.88 Class PT2-I-IO-50
N/A
N/A
Class PT2-50B
(3)
$1,491,844.88
N/A
N/A
N/A
Class PT2-51A
(2)
$1,414,963.50 Class PT2-I-IO-51
N/A
N/A
Class PT2-51B
(3)
$1,414,963.50
N/A
N/A
N/A
Class PT2-52A
(2)
$1,342,127.56 Class PT2-I-IO-52
N/A
N/A
Class PT2-52B
(3)
$1,342,127.56
N/A
N/A
N/A
Class PT2-53A
(2)
$1,273,127.94 Class PT2-I-IO-53
N/A
N/A
Class PT2-53B
(3)
$1,273,127.94
N/A
N/A
N/A
Class PT2-54A
(2)
$1,207,740.91 Class PT2-I-IO-54
N/A
N/A
Class PT2-54B
(3)
$1,207,740.91
N/A
N/A
N/A
Class PT2-55A
(2)
$1,145,782.30 Class PT2-I-IO-55
N/A
N/A
Class PT2-55B
(3)
$1,145,782.30
N/A
N/A
N/A
Class PT2-56A
(2)
$988,953.53 Class PT2-I-IO-56
N/A
N/A
Class PT2-56B
(3)
$988,953.53
N/A
N/A
N/A
Class PT2-57A
(2)
$938,725.57 Class PT2-I-IO-57
N/A
N/A
Class PT2-57B
(3)
$938,725.57
N/A
N/A
N/A
Class PT2-58A
(2)
$891,107.88 Class PT2-I-IO-58
N/A
N/A
Class PT2-58B
(3)
$891,107.88
N/A
N/A
N/A
Class PT2-59A
(2)
$14,011,518.20 Class PT2-I-IO-59
N/A
N/A
Class PT2-59B
(3)
$14,011,518.20
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-I-2A December
2006
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-I-3A January
2007
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-I-4A February
2007
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-I-5A
March 2007
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-I-6A
April 2007
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-I-7A
May 2007
Class PT2-IO-8
(4)
(4)
N/A
Class PT1-I-8A
June 2007
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-I-9A
July 2007
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-I-10A August
2007
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-I-11A September 2007
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-I-12A October 2007
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-I-13A November
2007
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-I-14A December
2007
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-I-15A January 2008
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-I-16A February
2008
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-I-17A March
2008
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-I-18A April
2008
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-I-19A May
2008
Class PT2-IO-20
(4)
(4)
N/A
Class PT1-I-20A June
2008
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-I-21A July
2008
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-I-22A August
2008
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-I-23A September 2008
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-I-24A October 2008
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-I-25A November
2008
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-I-26A December
2008
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-I-27A January 2009
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-I-28A February
2009
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-I-29A March
2009
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-I-30A April
2009
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-I-31A May
2009
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-I-32A June
2009
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-I-33A
July
2009
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-I-34A August
2009
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-I-35A September 2009
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-I-36A October 2009
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-I-37A November
2009
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-I-38A December
2009
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-I-39A January 1, 2010
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-I-40A
February 1, 2010
Class PT2-IO-41
(4)
(4)
N/A
Class PT1-I-41A March 1,
2010
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-I-42A April 1,
2010
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-I-43A May 1,
2010
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-I-44A June 1, 2010
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-I-45A July 1, 2010
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-I-46A August 1, 2010
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-I-47A
September 1, 2010
Class PT2-IO-48
(4)
(4)
N/A
Class PT1-I-48A October 1, 2010
Class PT2-IO-49
(4)
(4)
N/A
Class PT1-I-49A
November 1, 2010
Class PT2-IO-50
(4)
(4)
N/A
Class PT1-I-50A
December 1, 2010
Class PT2-IO-51
(4)
(4)
N/A
Class PT1-I-51A January 1, 2011
Class PT2-IO-52
(4)
(4)
N/A
Class PT1-I-52A
February 1, 2011
Class PT2-IO-53
(4)
(4)
N/A
Class PT1-I-53A March 1,
2011
Class PT2-IO-54
(4)
(4)
N/A
Class PT1-I-54A April 1,
2011
Class PT2-IO-55
(4)
(4)
N/A
Class PT1-I-55A May 1,
2011
Class PT2-IO-56
(4)
(4)
N/A
Class PT1-I-56A June 1, 2011
Class PT2-IO-57
(4)
(4)
N/A
Class PT1-I-57A July 1, 2011
Class PT2-IO-58
(4)
(4)
N/A
Class PT1-I-58A August 1, 2011
Class PT2-IO-59
(4)
(4)
N/A
Class PT1-I-59A
September 1, 2011
Class PT2-R
(5)
(5)
N/A
N/A
N/A
</TABLE>
--------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the Pooling Tier
REMIC-1
Net I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling Tier
REMIC-2 Regular Interest shall bear interest at a per annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests and having an "A" in their class designation,
provided
that, on each Distribution Date on which interest is
distributable on the Corresponding Pooling Tier REMIC-2 IO
Interest, this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate equal
to Swap LIBOR subject to a maximum rate equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests and having an "A" in their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests and having a "B" in their class designation.
(4) Each Pooling
Tier REMIC-2 IO Interest is an interest-only interest and
does not
have a principal balance but has a notional balance ("Pooling
Tier
REMIC-2 IO Notional Balance") equal to the Pooling Tier REMIC-1
Principal
Amount of the Corresponding Pooling Tier REMIC-1 Regular
Interest.
From the Closing Date through and including the Corresponding
Scheduled
Crossover Distribution Date, each Pooling Tier REMIC-2 IO
Interest
shall be entitled to receive interest that accrues on the
Corresponding Pooling Tier REMIC-1 Regular Interest at a rate equal
to the
excess, if
any, of (i) the Pooling Tier REMIC-1 Interest Rate for the
Corresponding Pooling Tier REMIC-1 Regular Interest over (ii) Swap
LIBOR.
After the
related Corresponding Scheduled Crossover Distribution Date,
the
Pooling
Tier REMIC-2 IO Interest shall not accrue interest.
(5) The Class
PT2-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling Tier REMIC-2 Regular Interests at the Pooling Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans
(including, for the
first Distribution Date only, the Closing Date Deposit Amount)
shall be
allocated to the then outstanding Pooling Tier REMIC-2 Regular
Interests (other
than the Pooling Tier REMIC-2 IO Interests) with the lowest
numerical
denomination until the Pooling Tier REMIC-2 Principal Amount of
such interest or
interests, as the case may be, is reduced to zero, provided that,
for Pooling
Tier REMIC-2 Regular Interests Mortgage Loans with the same
numerical
denomination, such Realized Losses, Subsequent Recoveries and
payments of
principal shall be allocated pro rata between such Pooling Tier
REMIC-2 Regular
Interests.
Lower Tier REMIC
The Lower Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower Tier
REMIC and
shall be represented by the Class R-II Certificates.
<TABLE>
<CAPTION>
Lower Tier
Corresponding
Lower Tier REMIC REMIC Interest
Initial Lower Tier
Upper Tier REMIC
Class Designation
Rate
REMIC Principal Amount
Regular Interest
----------------- --------------
---------------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1) 1/2
Corresponding Upper Tier REMIC
A-1
Regular Interest initial
Class Principal Balance
Class LT-A-2
(1)
1/2
Corresponding Upper Tier REMIC
A-2
egular Interest initial
lass Principal Balance
Class LT-A-3
(1) 1/2
Corresponding Upper Tier REMIC
A-3
Regular Interest initial
Class Principal Balance
Class LT-M-1
(1) 1/2
Corresponding Upper Tier REMIC
M-1
Regular Interest initial
Class Principal Balance
Class LT-M-2
(1) 1/2
Corresponding Upper Tier REMIC
M-2
Regular Interest initial
Class Principal Balance
Class LT-M-3
(1) 1/2
Corresponding Upper Tier REMIC
M-3
Regular Interest initial
Class Principal Balance
Class LT-M-4
(1) 1/2
Corresponding Upper Tier REMIC
M-4
Regular Interest initial
Class Principal Balance
Class LT-M-5
(1) 1/2
Corresponding Upper Tier REMIC
M-5
Regular Interest initial
Class Principal Balance
Class LT-B-1
(1) 1/2
Corresponding Upper Tier REMIC
B-1
Regular Interest initial
Class Principal Balance
Class LT-B-2
(1) 1/2
Corresponding Upper Tier REMIC
B-2
Regular Interest initial
Class Principal Balance
Class LT-B-3
(1) 1/2
Corresponding Upper Tier REMIC
B-3
Regular Interest initial
Class Principal Balance
Class LT-B-4
(1) 1/2
Corresponding Upper Tier REMIC
B-4
Regular Interest initial
Class Principal Balance
Class LT-Accrual
(1) 1/2 Pool
Stated Principal Balance
N/A
plus 1/2 Subordinated Amount
Class LT-IO
(4)
(4)
N/A
Class LT-R
(5)
(5)
N/A
</TABLE>
--------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the Lower Tier REMIC Net
WAC
Rate.
(2) This Lower
Tier Regular Interest is an interest-only interest and does not
have a
Lower Tier REMIC Principal Amount. On each Distribution Date,
this
Lower Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling Tier REMIC-2 IO Interests.
(3) The Class
LT-R Interest is the sole class of residual interest in the
Lower Tier REMIC and
it does not have a principal amount or an interest
rate.
Each Lower Tier REMIC Regular Interest is hereby designated as
a
regular interest in the Lower Tier REMIC. The Class LT-A-1, Class
LT-A-2, Class
LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4,
Class LT-M-5,
Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests
are hereby
designated the LT Accretion Directed Classes (the "LT Accretion
Directed
Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC
Principal Amount
of the LT Accretion Directed Classes (each such Class will be
reduced by an
amount equal to 50% of any increase in the Subordinated Amount that
is
attributable to a reduction in the Class Certificate Balance of
its
Corresponding Class) and shall be accrued and added to the Lower
Tier REMIC
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the Class
LT-Accrual
Interest may not exceed interest accruals for such Distribution
Date for the
Class LT-Accrual Interest. All payments of scheduled principal and
prepayments
of principal generated by the Mortgage Loans (including, for the
first
Distribution Date only, the Closing Date Deposit Amount) and all
Subsequent
Recoveries allocable to principal shall be allocated (i) 50% to the
Class
LT-Accrual Interest, and (ii) 50% to the LT Accretion Directed
Classes (such
principal payments and Subsequent Recoveries shall be allocated
among such LT
Accretion Directed Classes in an amount equal to 50% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full. Notwithstanding the above, principal payments
allocated to
the Class X Interest that result in the reduction in the
Subordinated Amount
shall be allocated to the Class LT-Accrual Interest (until paid in
full).
Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts
as a result
of Subsequent Recoveries shall be applied so that after all
distributions have
been made on each Distribution Date (i) the Lower Tier REMIC
Principal Amount of
each LT Accretion Directed Class is equal to 50% of the Class
Certificate
Balance of its Corresponding Class, and (ii) the Class LT-Accrual
Interest is
equal to 50% of the aggregate Stated Principal Balance of the
Mortgage Loans
plus 50% of the Subordinated Amount.
Upper Tier REMIC
The Upper Tier REMIC shall issue the following classes of Upper
Tier
REMIC Regular Interests and each such interest, other than the
Class UT-R
Interest, is hereby designated as a regular interest in the Upper
Tier REMIC.
The Class UT-R Interest is hereby designated as the sole class of
residual
interests in the Upper Tier REMIC and shall be represented by the
Class R-II
Certificates.
<TABLE>
<CAPTION>
Initial Upper Tier
Upper Tier REMIC Upper Tier REMIC
REMIC
Principal
Corresponding
Class Designation Interest Rate
Amount
Class of Certificates
----------------- ----------------
------------------ ---------------------
<S>
<C>
<C>
<C>
Class A-1
(1)
$413,494,000
Class A-1
Class A-2
(2)
$315,930,000
Class A-2
Class A-3
(2)
$ 85,717,000
Class A-3
Class M-1
(3)
$ 32,465,000
Class M-1
Class M-2
(3)
$ 29,471,000
Class M-2
Class M-3
(3)
$ 17,480,000
Class M-3
Class M-4
(3)
$ 30,967,000
Class M-4
Class M-5
(3)
$ 14,485,000
Class M-5
Class B-1
(3)
$ 13,486,000
Class B-1
Class B-2
(3)
$ 8,991,000
Class B-2
Class B-3
(3)
$ 7,992,000
Class B-3
Class B-4
(3)
$ 9,491,000
Class B-4
Class IO
(4)
(4)
Class X
(5)
(5)
Class X (5)
Class UT-R
(6)
(6)
Class R-II
</TABLE>
--------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Net WAC Rate Cap) for the
Corresponding
Class of
Certificates and (ii) the Upper Tier REMIC Net WAC Rate.
(2) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest. This
interest shall be beneficially owned by the holders of the
Class X
Certificates and shall be held as an asset of the Supplemental
Interest
Account.
(3) The Class X
Interest has an initial principal balance of $18,980,119 but
it will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class X
Interest
shall have a notional principal balance equal to the aggregate
of
the Lower
Tier Principal Amounts of the Lower Tier REMIC Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of
the Lower Tier REMIC Net WAC Rate over the product of (i) 2 and
(ii) the
weighted average Lower Tier REMIC Interest Rate of the Lower
Tier
REMIC
Regular Interests (other than Class LT-IO Interests), where the
Lower Tier
REMIC Interest Rate on the Class LT-Accrual Interest is subject
to a cap
equal to zero and each LT-Accretion Directed Class is subject
to
a cap
equal to the Upper Tier Interest Rate on its Corresponding Class
of
Upper Tier
Regular Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
X
Interest
shall be deferred in an amount equal to any increase in the
Subordinated Amount on such Distribution Date. Such deferred
interest
shall not
itself bear interest.
(4) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper Tier REMIC at the rates
shown above,
provided that the Class IO Interest shall be entitled to receive
interest before
any other interest in the Upper Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through Class
Certificate
Class
Designation
Rate
Balance
--------------------
----------------------- ----------------------
Class A-1 (6)
(1)
$413,494,000
Class A-2 (6)
(1)
$315,930,000
Class A-3 (6)
(1)
$ 85,717,000
Class M-1 (6)
(2)
$ 32,465,000
Class M-2 (6)
(2)
$ 29,471,000
Class M-3 (6)
(2)
$ 17,480,000
Class M-4 (6)
(2)
$ 30,967,000
Class M-5 (6)
(2)
$ 14,485,000
Class B-1 (6)
(2)
$ 13,486,000
Class B-2 (6)
(2)
$ 8,991,000
Class B-3 (6)
(2)
$ 7,992,000
Class B-4 (6)
(2)
$ 9,491,000
Class X
(3)
(3)
Class R-I
(4)
(4)
Class R-II
(5)
(5)
--------
(1) The Class
A-1, Class A-2 and Class A-3 Certificates will bear interest
during
each Interest Accrual Period at a per annum rate equal to the
lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) the
Net WAC
Rate Cap.
(2) The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1,
Class B-2,
Class B-3 and Class B-4 Certificates will bear interest during
each
Interest Accrual Period at a per annum rate equal to the lesser
of
(i) LIBOR
plus the applicable Pass-Through Margin and (ii) Net WAC Rate
Cap.
(3) The Class X
Certificates will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the right to receive Class IO
Shortfalls, the Cap Agreement, the Interest Rate Swap Agreement,
amounts
in the
Supplemental Interest Account, subject to the obligation to pay
Net
Swap
Payments to the Swap Provider and Basis Risk Carry Forward
Amounts
and,
without duplication, Upper Tier Carry Forward Amounts to the
LIBOR
Certificates and amounts in the Excess Reserve Fund Account,
subject to
the
obligation to make payments from the Excess Reserve Fund Account
in
respect of
Basis Risk Carry Forward Amounts to the LIBOR Certificates. For
federal
income tax purposes, the Trustee will treat a Class X
Certificateholder's obligation to make payments to the LIBOR
Certificates
of Basis
Risk Carry Forward Amounts from the Excess Reserve Fund Account
and the
Supplemental Interest Account and, without duplication, Upper
Tier
Carry
Forward Amounts from the Supplemental Interest Account and the
right
to receive
Class IO Shortfalls as payments made pursuant to a notional
principal
contract between the Class X Certificateholders and the holder
of each
Class of LIBOR Certificates. Such rights of the Class X
Certificateholders and LIBOR Certificateholders shall be treated as
held
in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E,
Part I of subchapter J of the Code. The Class X Certificates do
not have a
Class Certificate Balance.
(4) The Class
R-I Certificates do not have a principal balance or an interest
rate. The
Class R-I Certificates represent the residual interest in
Pooling
Tier REMIC-1.
(5) The Class
R-II Certificates do not have a principal balance or an
interest
rate. The
Class R-II Certificates represent ownership of the Class PT2-R
Interest,
the Class LT-R Interest and the Class UT-R Interest.
(6) Each of
these Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but also
the
right to
receive payments from the Excess Reserve Fund Account and
Supplemental Interest Account in respect of any Basis Risk Carry
Forward
Amounts
and, without duplication, from the Supplemental Interest
Account
in respect
of Upper Tier Carry Forward Amounts. Each of these Certificates
will also
be subject to the obligation to pay Class IO Shortfalls as
described
in Section 8.13. For federal income tax purposes, any amount
distributed on the LIBOR Certificates on any such Distribution Date
in
excess of
the amount distributable on their Corresponding Class of Upper
Tier
Regular Interest on such Distribution Date shall be treated as
having
been paid
from the Excess Reserve Fund Account or the Supplemental
Interest
Account, as applicable, and any amount distributable on such
Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date in
excess of the amount distributable on the Corresponding Class
of
Certificates on
such Distribution Date shall be treated as having been
paid to
the Supplemental Interest Account, all pursuant to, and as
further
provided
in Section 8.13. For federal income tax purposes, the Trustee
will treat
a LIBOR Certificateholder's right to receive payments from the
Excess
Reserve Fund Account and Supplemental Interest Account subject
to
the
obligation to pay Class IO Shortfalls as payments made pursuant to
a
notional
principal contract between the Class X Certificateholders and
each Class
of LIBOR Certificates.
The minimum denomination for each Class of Certificates, other
than
the Class P and Class X Certificates and the Residual Certificates,
will be
$25,000 with integral multiples of $1 in excess thereof except that
one
Certificate in each Class may be issued in a different amount. The
minimum
denomination for each of the Class P and Class X Certificates will
be a 1%
Percentage Interest in such Class, and the minimum denomination for
the Residual
Certificates shall be 100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution on or prior to the applicable Final Scheduled
Distribution
Date.
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 A-1, Class A-2, and Class
A-3
Certificates.
Class B Certificates............... Class B-1, Class B-2, Class B-3
and Class
B-4 Certificates.
Class M Certificates............... Class M-1, Class M-2, Class
M-3, Class M-4
and Class M-5 Certificates.
Delay Certificates................. None.
ERISA-Restricted
Certificates..................... Class B-4, Class P and Class X
Certificates
and the Residual Certificates; any
certificate with a rating below the lowest
applicable permitted rating under the
Underwriters' Exemption.
LIBOR Certificates................. Class A and Subordinated
Certificates.
Non-Delay Certificates............. Class A, Class X and
Subordinated
Certificates.
Offered Certificates............... All Classes of Certificates
other than the
Private Certificates.
Physical Certificates.............. Class P and Class X
Certificates and the
Residual Certificates.
Private Certificates............... Class A-1, Class B-4, Class P
and Class X
Certificates and the Residual Certificates.
Rating Agencies.................... Moody's, Fitch, Standard &
Poor's and DBRS.
Regular Certificates............... All Classes of Certificates
other than the
Class P Certificates and the Residual
Certificates.
Residual Certificates.............. Class R-I and Class R-II
Certificates.
Sequential Class M Certificates.... Class M-1, Class M-2 and Class
M-3
Certificates.
Subordinated Certificates.......... Class M and Class B
Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Supplemental Interest Account, the
Supplemental Float
Account or the Excess Reserve Fund Account. Each Account shall be
an Eligible
Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class' share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Disclosure Notification: As defined in Section
8.12(c).
Additional Form 10-D Disclosure: As defined in Section 8.12(b).
Additional Form 10-K Disclosure: As defined in Section 8.12(c).
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.10.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.10.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end
of the
related Prepayment Period and (ii) all Scheduled Payments on the
Mortgage Loans
due after the end of the related Due Period.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Trustee (x) the sum
of (i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received by the Servicer on or prior to the related
Determination Date,
together with any P&I Advances in respect thereof; (ii) all
Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries
received by the Servicer during the related Prepayment Period (in
each case, net
of unreimbursed expenses incurred in connection with a liquidation
or
foreclosure and unreimbursed Advances, if any); (iii) all partial
or full
prepayments on the Mortgage Loans received by the Servicer during
the related
Prepayment Period together with all Compensating Interest paid by
the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v) all
amounts
received with respect to such Distribution Date as the Repurchase
Price in
respect of a Mortgage Loan repurchased on or prior to the related
Determination
Date; and (vi) the proceeds with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 9.01; reduced by (y) amounts in
reimbursement
for Advances previously made with respect to the Mortgage Loans and
other
amounts as to which the Servicer, the Depositor, the Custodian or
the Trustee
are entitled to be paid or reimbursed pursuant to this
Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal (not including the payment due on its stated
maturity
date) that are based on an amortization schedule that would be
insufficient to
fully amortize the principal thereof by the stated maturity date of
the Mortgage
Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon the Net WAC Rate Cap, the excess of (i) the Accrued
Certificate
Interest Distribution Amount such Class of Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate been
calculated as
the sum of LIBOR and the applicable Pass-Through Margin on such
Class of
Certificates for such Distribution Date, over (ii) the Accrued
Certificate
Interest Distribution Amount payable on such Class of Certificates
at the Net
WAC Rate Cap for such Distribution Date and (B) the portion of any
such excess
described in clause (A) for such Class of Certificates from all
previous
Distribution Dates not previously paid, together with interest
thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin
for such Class
of Certificates for such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for (x) amounts paid from the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap
Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
State of New
York, California, New Jersey or Delaware, (b) the State in which
the Servicer's
servicing operations are located, or (c) any State in which the
Trustee's
Corporate Trust Office is located, are authorized or obligated by
law or
executive order to be closed.
Cap Agreement: The interest rate cap agreement, dated December
1,
2006, between the Cap Provider and the Trustee, on behalf of the
Trust, a copy
of which is attached hereto as Exhibit U.
Cap Provider: Barclays Bank PLC, a bank authorized and regulated
by
the United Kingdom's Financial Services Authority and a member of
the London
Stock Exchange, and its successors in interest.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X or Class P Certificates or the Residual
Certificates, at
any date, the maximum dollar amount of principal to which the
Holder thereof is
then entitled hereunder, such amount being equal to the
Denomination thereof
minus all distributions of principal previously made with respect
thereto and in
the case of any Certificates, reduced by any Applied Realized Loss
Amounts
allocated to such Class of Certificates pursuant to Section 4.05;
provided,
however, that immediately following the Distribution Date on which
a Subsequent
Recovery is distributed, the Class Certificate Balances of any
Class or Classes
of Certificates that have been previously reduced by Applied
Realized Loss
Amounts will be increased, in order of seniority, by the amount of
the
Subsequent Recovery distributed on such Distribution Date (up to
the amount of
Unpaid Realized Loss Amount for such Class or Classes for such
Distribution
Date). The Class P and Class X Certificates and the Residual
Certificates have
no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Trustee is entitled to rely
conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 63.20% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over $4,994,746.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2."
Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 90.90% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,994,746.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), and (F) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 92.70% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,994,746.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date) and (G)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 94.30% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,994,746.
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class B-3 Certificates (after taking
into account the
distribution of the Class B-3 Principal Distribution Amount for
such
Distribution Date) and (H) Class Certificate Balance of the Class
B-4
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 96.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (b) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,994,746.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfall: As defined in Section 8.13. For the avoidance
of
doubt, the Class IO Shortfall for any Distribution Date shall equal
the amount
payable to the Class X Certificates in respect of amounts due to
the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class X Interest
(prior to
reduction for any Basis Risk Payments or Defaulted Swap Termination
Payments) or
Class IO Interest on such Distribution Date, all as further
provided in Section
8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC evidenced by the Class R-II Certificates.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date) and (C)
the Class
Certificate Balance of the Class M-4 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 85.30% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,994,746.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date) and (D) the Class Certificate Balance of the
Class M-5
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 88.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,994,746.
Class P Certificates: All Certificates bearing the class
designation
of "Class P."
Class PT1-R Interest: The residual interest in Pooling Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R-I Certificates: All Certificates bearing the class
designation of "Class R-I."
Class R-II Certificates: All Certificates bearing the class
designation of "Class R-II."
Class UT-R Interest: The sole class of "residual interest" in
the
Upper Tier REMIC evidenced by the Class R-II Certificate.
Class X Certificates: All Certificates bearing the class
designation
of "Class X."
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution Amount on such
Distribution Date,
plus any such accrued interest remaining undistributed from prior
Distribution
Dates, plus (without duplication) (ii) as a distribution in respect
of
principal, any portion of the principal balance of the Class X
Interest which is
distributable as a Subordination Reduction Amount, minus (iii) any
Defaulted
Swap Termination Payment payable to the Swap Provider and any
amounts paid from
the Excess Reserve Fund Account to pay Basis Risk Carry Forward
Amounts.
Class X Interest: The Upper Tier REMIC Regular Interest
represented
by the Class X Certificates as specified and described in the
Preliminary
Statement and the related footnote thereto.
Closing Date: December 1, 2006.
Closing Date Deposit Amount: $0 (all of which is allocable to
principal) deposited by the Depositor into the Distribution Account
on the
Closing Date.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) its appraised value at the time of sale, or (ii) in the case of
a
refinancing or modification, the appraised value of the Mortgaged
Property at
the time of the refinancing or modification.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount, if any, by which the Prepayment Interest Shortfall, if
any, for such
Distribution Date, with respect to voluntary Principal Prepayments
in Full
(excluding any payments made upon liquidation of any Mortgage Loan)
exceeds all
Prepayment Interest Excesses for such Distribution Date on the
Mortgage Loans,
and (b) the amount of the Servicing Fee payable to the Servicer for
such
Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the Mortgagor is permitted
to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan in
accordance
with the terms of the related Mortgage Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - BC0601,
facsimile no. (714)
247-6478 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Class: The class of interests in the Lower Tier
REMIC
or Upper Tier REMIC created under this Agreement that corresponds
to the Class
of interests in the other such REMIC, as applicable, or to a Class
of
Certificates in the manner set out below:
Corresponding
Corresponding
Lower Tier
REMIC
Upper Tier REMIC
Corresponding Class of
Class
Designation
Regular Interest
Certificates
-----------------------
--------------------
--------------------------
Class
LT-A-1
Class A-1
Class A-1
Class
LT-A-2
Class A-2
Class A-2
Class
LT-A-3
Class A-3
Class A-3
Class
LT-M-1
Class M-1
Class M-1
Class
LT-M-2
Class M-2
Class M-2
Class
LT-M-3
Class M-3
Class M-3
Class
LT-M-4
Class M-4
Class M-4
Class
LT-M-5
Class M-5
Class M-5
Class
LT-B-1
Class B-1
Class B-1
Class
LT-B-2
Class B-2
Class B-2
Class
LT-B-3
Class B-3
Class
B-3
Class
LT-B-4
Class B-4
Class B-4
Corresponding Pooling Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling Tier REMIC-2 IO Interest.
Corresponding
Upper Tier REMIC Regular Interest: As defined in the
Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate
amount of
Realized Losses incurred since the Cut-off Date through the last
day of the
related Due Period, divided by (y) the Cut-off Date Pool Principal
Balance,
exceeds the applicable Cumulative Loss Percentages set forth below
with respect
to such Distribution Date:
<TABLE>
<CAPTION>
Distribution Date
Occurring In
Cumulative Loss Percentage
-----------------------------------
---------------------------------------------------
<S>
<C>
December 2008 through November 2009
1.450% for the first month, plus an additional
1/12th of 1.700% for each month thereafter (e.g.,
2.300% in June
2009)
December 2009 through November 2010
3.150% for the first month, plus an additional
1/12th of 1.750% for each month thereafter (e.g.,
4.025% in June 2010)
December 2010 through November 2011
4.900% for the first month, plus an additional
1/12th of 1.400% for each month thereafter (e.g.,
5.600% in June 2011)
December 2011 through November 2012
6.300% for the first month, plus an additional
1/12th of 0.750%
for each month thereafter (e.g.,
6.675% in June 2012)
December 2012 and thereafter
7.050%
</TABLE>
Custodial File: With respect to each Mortgage Loan, the file
retained by the Custodian on behalf of the Trustee consisting of
items (a) - (h)
as listed on Exhibit K hereto.
Custodian: Wells Fargo Bank, National Association, a national
banking association, and its successors in interest and, if any
successor
custodian is appointed hereunder, such successor.
Cut-off Date: November 1, 2006.
Cut-off Date Pool
Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Data Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the
Responsible Party
to the Sponsor pursuant to the Purchase Agreement: (1) the
Responsible Party's
Mortgage Loan identifying number; (2) the Mortgagor's name; (3) the
street
address of the Mortgaged Property including the city, state and zip
code; (4) a
code indicating whether the Mortgagor is self-employed; (5) as to
each Mortgage
Loan, the Stated Principal Balance as of the Cut-off Date; (6) the
Index; (7) a
code indicating whether the Mortgaged Property is owner-occupied;
(8) the number
and type of residential units constituting the Mortgaged Property;
(9) the
original stated months to maturity; (10) the original amortization
months to
maturity; (11) the stated maturity date; (12) the amount of the
Scheduled
Payment as of the Cut-off Date; (13) the first date on which the
Scheduled
Payment was due on the Mortgage Loan and, if such date is not
consistent with
the Due Date currently in effect, such Due Date; (14) the "paid
through date"
based on payments received from the related Mortgagor; (15) the
original
principal amount of the Mortgage Loan; (16) with respect to each
Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate; (17) with respect to each
Adjustable
Rate Mortgage Loan, the Maximum Mortgage Rate; (18) with respect to
each
Adjustable Rate Mortgage Loan, the initial Periodic Mortgage Rate
Cap; (19) with
respect to each Adjustable Rate Mortgage Loan, the subsequent
Periodic Mortgage
Rate Cap; (20) with respect to each Adjustable Rate Mortgage Loan,
the first
payment Adjustment Date immediately following the Cut-off Date;
(21) with
respect to each Adjustable Rate Mortgage Loan, the first Interest
Rate
Adjustment Date immediately following the Cut-off Date; (22) with
respect to
each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with
respect to each
Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment period;
(24) the
type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate Mortgage
Loan); (25)
lien position (i.e., First-Lien or Second-Lien Mortgage Loan); (26)
a code
indicating the purpose of the loan (i.e., purchase, rate and term
refinance,
equity take-out refinance); (27) the credit risk score (FICO
score); (28) the
loan credit grade classification (as described in the underwriting
guidelines);
(29) the Mortgage Rate at origination; (30) the Mortgage Rate as of
the Cut-off
Date; (31) the value of the Mortgaged Property; (32) a code
indicating the term
and amount of Prepayment Charges applicable to such Mortgage Loan
(including any
prepayment penalty term), if any; (33) with respect to each
First-Lien Mortgage
Loan, the Loan-to-Value Ratio at origination, and with respect to
each
Second-Lien Mortgage Loan, the Combined Loan-to-Value Ratio at
origination; (34)
the documentation level; (35) the date of origination; (36) a code
indicating
whether the Mortgage Loan is a Balloon Loan; (37) the Due Date for
the first
Scheduled Payment; (38) the original Scheduled Payment due; (39)
the
debt-to-income ratio with respect to the Mortgage Loan; (40) the
Mortgage Rate
calculation method (i.e., 30/360, simple interest, other); (41) a
code
indicating whether the Mortgage Loan is Home Loan; (42) appraisal
verification
(Y/N); (43) type of appraisal verification, if any; (44) with
respect to
Second-Lien Mortgage Loans, the outstanding principal balance of
the superior
lien at origination; (45) whether the Mortgagor is a first-time
home buyer and
(46) whether or not the Mortgage Loan has any silent-second lien
loans. With
respect to the Mortgage Loans in the aggregate, the Data Tape
Information shall
set forth the following information, as of the Cut-off Date: (1)
the number of
Mortgage Loans; (2) the current aggregate outstanding 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.
DBRS: Dominion Bond Rating Service. If DBRS is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to DBRS shall be Dominion Bond Rating Service,
55 Broadway,
15th Floor, New York, New York 10006, Attention: Quincy Tang, or
such other
address as DBRS may hereafter furnish to the Depositor, the Trustee
and the
Servicer.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except such a reduction resulting
from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Deemed Material and Adverse Representation: Each representation
and
warranty identified as such on Schedule III to this Agreement.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap 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
United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution
Date,
the circumstances in which the quotient (expressed as a percentage)
of (x) the
rolling three month average of the aggregate unpaid principal
balance of 60+ Day
Delinquent Mortgage Loans, divided by (y) the aggregate unpaid
principal balance
of the Mortgage Loans, as of the last day of the related Due
Period, equals or
exceeds 42.31% of the prior period's Senior Enhancement
Percentage.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
Depositor: Securitized Asset Backed Receivables LLC, a Delaware
limited liability company, and its successors in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F1+" by Fitch, "A-1" by Standard &
Poor's and, if
rated by DBRS, "R-1" by DBRS (in each case, to the extent they are
designated as
Rating Agencies in the Preliminary Statement).
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 Remittance Date, the
15th
day (or if such day is not a Business Day, the immediately
preceding Business
Day) in the calendar month in which such Remittance Date
occurs.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a
Non-U.S.
Person that holds the Residual Certificate in connection with the
conduct of a
trade or business within the United States and has furnished the
transferor and
the Trustee with an effective IRS Form W-8ECI, or (ii) any domestic
entity
classified as a partnership under the Code if any of its direct or
indirect
partners (other than through a U.S. corporation) are (or are
permitted to be
under the applicable partnership agreement) Disqualified Non-U.S.
Persons,
unless such Person described in (i) or (ii) above has delivered to
both the
transferor and the Trustee an opinion of a nationally recognized
tax counsel to
the effect that the transfer of the Residual Certificate to it is
in accordance
with the requirements of the Code and the regulations promulgated
thereunder and
that such transfer of the Residual Certificate will not be
disregarded for
federal income tax purposes.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name
of the Trustee
for the benefit of the Certificateholders and designated "Deutsche
Bank National
Trust Company in trust for registered holders of Securitized Asset
Backed
Receivables LLC Trust 2006-WM3 Mortgage Pass-Through Certificates,
Series
2006-WM3." Funds in the Distribution Account shall be held in trust
for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:00 noon New York City time on the second Business Day
immediately preceding
such Distribution Date.
Distribution Date: The 25th day of each calendar month, or if
such
day is not a Business Day, the next succeeding Business Day,
commencing in
December 2006.
Document Certification and Exception Report: The report attached
to
Exhibit F hereto.
Due
Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a federal
or
state-chartered depository institution or trust company that
complies with the
definition of Eligible Institution, (ii) an account maintained with
the
corporate trust department of a federal depository institution
or
state-chartered depository institution subject to regulations
regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal
Regulation Section 9.10(b), which, in either case, has corporate
trust powers
and is acting in its fiduciary capacity or (iii) any other account
acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt
obligations,
or other short-term deposits of which are rated "A-1+" by Standard
& Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more than
365 days, and
the commercial paper, short-term debt obligations or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case, to the extent they
are
designated as Rating Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying
Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of
Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002)
(or any
successor thereto), or any substantially similar administrative
exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve Fund Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Sections 3.07(b) and
3.07(c) in the
name of the Trustee for the benefit of the Regular
Certificateholders and
designated "Deutsche Bank National Trust Company in trust for
registered holders
of Securitized Asset Backed Receivables LLC Trust 2006-WM3,
Mortgage
Pass-Through Certificates, Series 2006-WM3". Funds in the Excess
Reserve Fund
Account shall be held in trust for the Regular Certificateholders
for the uses
and purposes set forth in this Agreement. Amounts on deposit in the
Excess
Reserve Fund Account shall not be invested.
Excess Subordinated Amount: With respect to any Distribution
Date,
the excess, if any, of (a) the Subordinated Amount on such
Distribution Date
over (b) the Specified Subordinated Amount for such Distribution
Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee
and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for such
Distribution
Date and (y) the related Subordination Deficiency for such
Distribution Date.
Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Responsible Party as contemplated by this Agreement), a
determination
made by the Servicer that all Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds and other payments or recoveries which the
Servicer, in its
reasonable good faith judgment, expects to be finally recoverable
in respect
thereof have been so recovered. The Servicer shall maintain
records, prepared by
a Servicing Officer, of each Final Recovery Determination made
thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution
Date for each Class of Certificates is the Distribution Date
occurring in
October 2036.
First-Lien Mortgage Loan: A Mortgage Loan secured by a
first-lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated
as a Rating Agency in the Preliminary Statement, for purposes of
Section
10.05(c) the address for notices to Fitch shall be Fitch, Inc., One
State Street
Plaza, New York, New York 10004, Attention: MBS Monitoring -
Securitized Asset
Backed Receivables LLC Trust 2006-WM3, or such other address as
Fitch may
hereafter furnish to the Depositor, the Trustee and the
Servicer.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
Form 8-K Disclosure Information: As defined in Section 8.12(g).
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Gross Margin: With respect to each Adjustable Rate Mortgage
Loan,
the fixed percentage amount set forth in the related Mortgage Note
to be added
to the applicable Index to determine the Mortgage Rate.
High Cost Loan: A Mortgage Loan (a) covered by the Home
Ownership
and Equity Protection Act of 1994 ("HOEPA"), (b) with an "annual
percentage
rate" or total "points and fees" payable by the related Mortgagor
(as each such
term is calculated under HOEPA) that exceed the thresholds set
forth by HOEPA
and its implementing regulations, including 12 C.F.R. ss.
226.32(a)(1)(i) and
(ii), (c) classified as a "high cost home," "threshold," "covered,"
(excluding
New Jersey "Covered Home Loans" as that term was defined in clause
(1) of the
definition of that term in the New Jersey Home Ownership Security
Act of 2002
that were originated between November 26, 2003 and July 7, 2004),
"high risk
home," "predatory" or similar loan under any other applicable
state, federal or
local law (or a similarly classified loan using different
terminology under a
law imposing heightened regulatory scrutiny or additional legal
liability for
residential mortgage loans having high interest rates, points
and/or fees) or
(d) a Mortgage Loan categorized as High Cost pursuant to Appendix E
of Standard
& Poor's Glossary.
Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.
HomEq: Barclays
Capital Real Estate Inc. d/b/a HomEq Servicing, a
Delaware corporation, and its successors in interest.
Index: As to each Adjustable Rate Mortgage Loan, the index from
time
to time in effect for the adjustment of the Mortgage Rate set forth
as such on
the related Mortgage Note.
Initial Certification: As defined in Section 2.02.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect, including any replacement policy or policies for any
Insurance
Policies.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Accrual Period: With respect to each Class of
Non-Delay
Certificates and the Corresponding Class of Lower Tier REMIC
Regular Interests
and any Distribution Date, the period commencing on the
Distribution Date
occurring in the month preceding the month in which the current
Distribution
Date occurs and ending on the day immediately preceding the current
Distribution
Date (or, in the case of the first Distribution Date, the period
from and
including the Closing Date to but excluding such first Distribution
Date). With
respect to each Lower Tier REMIC Regular Interest (other than each
Corresponding
Class of Lower Tier REMIC Regular Interest) and each Pooling Tier
REMIC-1
Regular Interest and Pooling Tier REMIC-2 Regular Interest and any
Distribution
Date, the calendar month preceding such Distribution Date. For
purposes of
computing interest accruals on each Class of Non-Delay
Certificates, each
Interest Accrual Period has the actual number of days in such month
and each
year is assumed to have 360 days.
Interest Rate Adjustment Date: With respect to each Adjustable
Rate
Mortgage Loan, the date, specified in the related Mortgage Note and
the Mortgage
Loan Schedule, on which the Mortgage Rate is adjusted.
Interest Rate Cap Payment: With respect to the Cap Agreement and
for
any Distribution Date, the amount, if any, required to be paid by
the Cap
Provider on such Distribution Date under the Cap Agreement.
Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of December 1, 2006 between the Swap Provider and the
Trustee, on
behalf of the Trust, a copy of which is attached hereto as Exhibit
T.
Interest Remittance Amount: With respect to any Distribution
Date,
that portion of Available Funds attributable to interest received
or advanced
with respect to the Mortgage Loans, net of the fees payable to the
Servicer and
the Trustee, and net of any Net Swap Payments and Swap Termination
Payments,
other than Defaulted Swap Termination Payments, payable to the Swap
Provider
with respect to such Distribution Date.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS System as the investor pursuant to the
MERS Procedures
Manual.
IRS: The Internal Revenue Service.
Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Determination Date
immediately following
such Due Period, whether as late payments of Scheduled Payments or
as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, Subsequent
Recoveries or
otherwise, which represent late payments or collections of
principal and/or
interest due (without regard to any acceleration of payments under
the related
Mortgage and Mortgage Note) but delinquent for such Due Period and
not
previously recovered.
LIBOR: With respect to any Interest Accrual Period for the
LIBOR
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided, that if such rate does not appear on
Telerate Page
3750, the rate for such date will be determined on the basis of the
rates at
which one-month U.S. dollar deposits are offered by the Reference
Banks at
approximately 11:00 a.m. (London time) on such date to prime banks
in the London
interbank market. In such event, the Trustee shall request the
principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at
least two such quotations are provided, the rate for that date will
be the
arithmetic mean of the quotations (rounded upwards if necessary to
the nearest
whole multiple of 1/16%). If fewer than two quotations are provided
as
requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee
(after
consultation with the Depositor), at approximately 11:00 a.m. (New
York City
time) on such date for one-month U.S. dollar loans to leading
European banks.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day
preceding the
commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the
Servicer has certified to the Trustee that it has received all
amounts it
expects to receive in connection with the liquidation of such
Mortgage Loan
including the final disposition of an REO Property.
Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a
trustee's sale,
foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: As of any date and as to any
First-Lien
Mortgage Loan, the ratio (expressed as a percentage) of the
outstanding
principal balance of the First-Lien Mortgage Loan to (a) in the
case of a
purchase, the lesser of (i) the sale price of the Mortgaged
Property and (ii)
the lesser of (y) its appraised value at the time of sale or (z)
the appraised
value determined by a review appraisal conducted by the Responsible
Party, or
(b) in the case of a refinancing or modification, the lesser of (i)
the
appraised value of the Mortgaged Property at the time of the
refinancing or
modification or (ii) the appraised value determined by a review
appraisal
conducted by the Responsible Party.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London interbank market.
Lower Tier REMIC: As described in the Preliminary Statement.
Lower Tier REMIC Interest Rate: As described in the Preliminary
Statement.
Lower Tier REMIC Regular Interest: Each of the Class LT-A-1,
Class
LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4,
Class LT-M-5, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class
LT-B-4, Class
LT-IO and Class LT-Accrual Interests as described in the
Preliminary Statement.
Lower Tier REMIC Principal Amount: The principal balance of
each
Lower Tier REMIC Regular Interest, determined as set forth in the
Preliminary
Statement. The Lower Tier REMIC Principal Amount shall be computed
to at least
eight (8) decimal places.
Lower Tier REMIC Net WAC Rate: A per annum variable rate equal
to
the weighted average of the Pooling Tier REMIC-2 Interest Rates of
the Pooling
Tier REMIC-2 Regular Interests (other than the Pooling Tier REMIC-2
IO
Interests).
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and
in the
related Mortgage Note and (ii) is the maximum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
increased during the
lifetime of such Adjustable Rate Mortgage Loan.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, and its successors in interest.
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Responsible Party has designated or will designate MERS as, and has
taken or
will take such action as is necessary to cause MERS to be, the
mortgagee of
record, as nominee for the Responsible Party, in accordance with
the MERS
Procedure Manual and (b) the Responsible Party has designated or
will designate
the Purchaser as the Investor on the MERS System.
MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.
MERS(R) System: MERS mortgage electronic registry system, as
more
particularly described in the MERS Procedures Manual.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and
in the
related Mortgage Note and (ii) is the minimum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
decreased during the
lifetime of such Adjustable Rate Mortgage Loan.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc. If Moody's is designated
as
a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(c)
the address for notices to Moody's shall be Moody's Investors
Service, Inc., 99
Church Street, New York, New York 10007, Attention: Residential
Mortgage
Pass-Through Group, or such other address as Moody's may hereafter
furnish to
the Depositor, the Trustee and the Servicer.
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan
contained in either the Servicing File or Custodial File.
Mortgage Loan: An individual Mortgage Loan that is the subject
of
this Agreement, each Mortgage Loan originally sold and subject to
this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes,
without limitation, the Mortgage File, the Scheduled Payments,
Principal
Prepayments, Liquidation Proceeds, Subsequent Recoveries,
Condemnation Proceeds,
Insurance Proceeds, REO Disposition proceeds, Prepayment Charges,
and all other
rights, benefits, proceeds and obligations arising from or in
connection with
such Mortgage Loan, excluding replaced or repurchased Mortgage
Loans.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered
to
the Trustee and Custodian and referred to as Schedule I, such
schedule setting
forth the Data Tape Information with respect to each Mortgage Loan.
In addition,
the Mortgage Loan Schedule shall include the Original Sale Date for
each
Mortgage Loan.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne on a Mortgage
Note,
which shall be adjusted from time to time in the case of an
Adjustable Rate
Mortgage Loan.
Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate,
and the Minimum
Mortgage Rate for such Mortgage Loan.
Mortgaged Property: With respect to each Mortgage Loan, the
real
property (or leasehold estate, if applicable) identified on the
Mortgage Loan
Schedule as securing repayment of the debt evidenced by the related
Mortgage
Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date, the
amount
remaining for distribution pursuant to Section 4.02(a)(iii) (before
giving
effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment Interest Shortfalls for
such
Distribution Date exceeds the sum of (i) all Prepayment Interest
Excesses for
such Distribution Date and (ii) Compensating Interest payments made
with respect
to such Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) payable by the
Trust to the Swap
Provider on the related Fixed Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Swap
Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement), or any amount withdrawn from the
reserve account
referred to in the third full paragraph of Section 4.06 that is
required under
that paragraph be treated as a Net Swap Receipt for purposes of
determining the
distributions from the Supplemental Interest Account.
Net WAC Rate Cap: For any Distribution Date, the product of a
per
annum rate equal to (i) the weighted average of the Adjusted Net
Mortgage Rates
for the Mortgage Loans then in effect on the beginning of the
related Due
Period, minus the product of (A) the Net Swap Payment plus any Swap
Termination
Payment (other than a Defaulted Swap Termination Payment), made
from Available
Funds to the Swap Provider, if any, expressed as a percentage equal
to a
fraction, the numerator of which is equal to the Net Swap Payment
plus any Swap
Termination Payment (other than a Defaulted Swap Termination
Payment) made from
Available Funds to the Swap Provider and the denominator of which
is equal to
the aggregate Stated Principal Balance of the Mortgage Loans at the
beginning of
such Due Period and (B) 12 and (ii) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days in the
related Interest
Accrual Period. With respect to the first Due Period and first
Distribution Date
only, the Net WAC Rate Cap shall be reduced by a fraction, the
numerator of
which is the Closing Date Deposit Amount and the denominator if
which is the
Cut-Off Date Pool Principal Balance.
NIM Issuer: The entity established as the issuer of the NIM
Securities.
NIM Securities: Any debt securities secured or otherwise backed
by
some or all of the Class X and Class P Certificates that are rated
by any Rating
Agency.
NIM Trustee: The trustee for the NIM Securities.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted
Transferee: A Person other than a Permitted
Transferee.
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 Servicer, will not or, in the
case of a
proposed P&I Advance, would not be ultimately recoverable from
related Late
Collections on such Mortgage Loan or REO Property as provided
herein.
Nonrecoverable Servicing Advance: Any Servicing Advances
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property,
which, in accordance with Accepted Servicing Practices, will not
or, in the case
of a proposed Servicing Advance, would not be ultimately
recoverable from
related Late Collections.
Non-U.S. Person: A person that is not a U.S. Person.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the
Servicer with responsibility for the servicing of the Mortgage
Loans and listed
on a list delivered to the Trustee pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or any Subservicer, reasonably
acceptable to
the Trustee (and/or such other Persons as may be set forth herein),
provided,
that any Opinion of Counsel relating to (a) qualification of any
Trust REMIC or
(b) compliance with the REMIC Provisions, must be (unless otherwise
stated in
such Opinion of Counsel) an opinion of counsel who (i) is in fact
independent of
the Servicer of the Mortgage Loans, (ii) does not have any material
direct or
indirect financial interest in the Servicer of the Mortgage Loans
or in an
Affiliate of the Servicer and (iii) is not connected with the
Servicer of the
Mortgage Loans as an officer, employee, director or person
performing similar
functions.
Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the
last day of
the related Due Period, is equal to 10% or less of the Cut-off Date
Pool
Principal Balance.
Original Sale Date: August 31, 2006.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a Stated Principal Balance greater than zero which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which did
not become a
Liquidated Mortgage Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the Servicer in respect of any Remittance Date representing
the
aggregate of all payments of principal and interest, net of the
Servicing Fee,
that were due during the related Due Period on the Mortgage Loans
and that were
delinquent on the related Determination Date, plus certain amounts
representing
assumed payments not covered by any current net income on the
Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure
as determined
pursuant to Section 4.01.
Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1, 0.050%; Class
A-2, 0.160%;
Class A-3, 0.220%; Class M-1, 0.230%; Class M-2, 0.310%; Class M-3,
0.330%;
Class M-4, 0.410%; Class M-5, 0.500%; Class B-1, 0.850%; Class B-2,
2.000%;
Class B-3, 2.250%; and Class B-4, 2.250%. On the first Distribution
Date after
the Optional Termination Date, the Pass-Through Margins shall
increase to: Class
A-1, 0.100%; Class A-2, 0.320%; Class A-3, 0.440%; Class M-1,
0.345%; Class M-2,
0.465%; Class M-3, 0.495%; Class M-4, 0.615%; Class M-5, 0.750%;
Class B-1,
1.275%; Class B-2, 3.000%; Class B-3, 3.375%; and Class B-4,
3.375%.
Pass-Through Rate: For each Class of Certificates and each Class
of
Upper Tier REMIC Regular Interest, the per annum rate set forth or
calculated in
the manner described in the Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Rate adjustment
as set forth
in the related Mortgage Note.
Permitted Investments: Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued by the Servicer, the Trustee or any of their
respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have an original maturity of more than 365 days
or
a remaining maturity of more than 30 days) denominated in
United
States dollars and issued by, any Depository Institution and
rated
"F1+" by Fitch, "A-1+" by Standard & Poor's, "P-1" by Moody's
and
"R-1" by DBRS (in each case, to the extent they are designated
as
Rating Agencies in the Preliminary Statement);
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities (which shall in no event have an original
maturity of more than 365 days) 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 Standard & Poor's and Moody's (in each case, to
the
extent they are designated as Rating Agencies in the
Preliminary
Statement), and by each other Rating Agency that rates such
securities in its highest long-term unsecured rating categories
at
the time of such investment or contractual commitment providing
for
such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on
demand or on a specified date not more than 30 days after the
date
of acquisition thereof) that is rated by Standard & Poor's
and
Moody's (in each case, to the extent they are designated as
Rating
Agencies in the Preliminary Statement), and by each other
Agency
that rates such securities in its highest short-term unsecured
debt
rating available at the time of such investment;
(vi) units of money market funds, including money market funds
managed or advised by the Depositor, the Trustee or an
Affiliate
thereof, that have been rated "Aaa" by Moody's, "AAAm" or
"AAAm-G"
by
Standard & Poor's and, if rated by Fitch, at least "AAA" by
Fitch
and "R-1" by DBRS (in each case, to the extent they are
designated
as Rating Agencies in the Preliminary Statement); and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to each of the
Rating
Agencies as a permitted investment of funds backing "Aaa" or
"AAA"
rated securities;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521 of
the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that
is a
Disqualified Non-U.S. Person or a U.S. Person with respect to whom
income from a
Residual Certificate is attributable to a foreign permanent
establishment or
fixed base, within the meaning of an applicable income tax treaty,
of such
Person or any other U.S. Person, (vi) an "electing large
partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so
designated by
the Depositor based upon an Opinion of Counsel that the Transfer of
an Ownership
Interest in a Residual Certificate to such Person may cause any
Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are
outstanding.
The terms "United States," "State" and "international organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or of
any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of Freddie
Mac, a majority
of its board of directors is not selected by such government
unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans
for such
Distribution Date that were Outstanding Mortgage Loans on the Due
Date in the
related Due Period.
Pooling Tier REMIC-1: As described in the Preliminary
Statement.
Pooling Tier REMIC-1 Interest Rate: As described in the
Preliminary
Statement.
Pooling Tier REMIC-1 Net WAC Rate: With respect to the Mortgage
Loans as of any Distribution Date, a per annum rate equal to (a)
the weighted
average of the Adjusted Net Mortgage Rates then in effect on the
beginning of
the related Due Period on the Mortgage Loans multiplied by (b) 30
divided by the
actual number of days in the related Interest Accrual Period. With
respect to
the first Due Period and first Distribution Date only, the Pooling
Tier REMIC 1
Net WAC Rate shall be reduced by a fraction, the numerator of which
is the
Closing Date Deposit Amount and the denominator of which is the
Cut-off-Date
Pool Principal Balance.
Pooling Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling Tier REMIC-2: As described in the Preliminary
Statement.
Pooling Tier REMIC-2 Interest Rate: As described in the
Preliminary
Statement.
Pooling Tier REMIC-2 IO Interest: Any of the Pooling Tier
REMIC-2
Regular Interests with the designation "IO" in its name.
Pooling Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.
Pooling Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.
Pooling Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.
Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a
Mortgagor in
connection with any Principal Prepayment pursuant to the terms of
the related
Mortgage Note.
Prepayment Interest Excess: With respect to any Distribution
Date,
any interest collected by the Servicer with respect to any Mortgage
Loan
serviced by the Servicer as to which a Principal Prepayment in Full
occurs from
the 1st day of the month through the 15th day of the month in which
such
Distribution Date occurs and that represents interest that accrues
from the 1st
day of such month to the date of such Principal Prepayment in
Full.
Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan that was, during the
portion of the
Prepayment Period from the first day of such Prepayment Period
through the last
day of the month preceding the month in which such Distribution
Date occurs, the
subject of a Principal Prepayment which is not accompanied by an
amount equal to
one month of interest that would have been due on such Mortgage
Loan on the Due
Date that occurs during such Prepayment Period and which was
applied by the
Servicer to reduce the outstanding principal balance of such
Mortgage Loan on a
date preceding such Due Date, an amount equal to the product of (a)
the Mortgage
Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the
amount of the
Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the
number of
days commencing on the date on which such Principal Prepayment was
applied and
ending on the last day of the calendar month in which the related
Prepayment
Period begins.
Prepayment Period: With respect to any Distribution Date, either
(i)
with respect to any Principal Prepayments in Full, the period from
and including
the 16th day of the month preceding the month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, from the
Cut-off Date)
to and including the 15th day of the month in which such
Distribution Date
occurs, or (ii) with respect to any partial Principal Prepayments,
the calendar
month preceding the month in which such Distribution Date
occurs.
Principal Distribution Amount: For any Distribution Date, the sum
of
(i) the Basic Principal Distribution Amount for such Distribution
Date and (ii)
the Extra Principal Distribution Amount for such Distribution
Date.
Principal Prepayment: Any full or partial payment or other
recovery
of principal on a Mortgage Loan (including upon liquidation of a
Mortgage Loan)
which is received in advance of its scheduled Due Date, excluding
any Prepayment
Charge thereon and which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution
Date,
the amount equal to the sum of the following amounts (without
duplication) with
respect to the related Due Period: (i) each Scheduled Payment of
principal on a
Mortgage Loan due during such Due Period and received by the
Servicer on or
prior to the related Determination Date or advanced by the Servicer
for the
related Remittance Date, (ii) all Principal Prepayments received
during the
related Prepayment Period; (iii) all net Liquidation Proceeds,
Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to
principal,
and all Subsequent Recoveries, actually collected by the Servicer
during the
related Prepayment Period; (iv) the portion of the Repurchase Price
allocable to
principal with respect to each Mortgage Loan repurchased on or
prior to the
related Determination Date; (v) all Substitution Adjustment Amounts
allocable to
principal with respect to the substitutions of Mortgage Loans that
occur on or
prior to the related Determination Date; (vi) the allocable portion
of the
proceeds received with respect to the termination of the Trust Fund
pursuant to
clause (a) of Section 9.01 (to the extent such proceeds relate to
principal) and
(vii) with respect to the Distribution Date in December 2006 only,
the Closing
Date Deposit Amount.
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated November
29,
2006, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated
as
of July 1, 2006, by and between the Responsible Party and the
Sponsor.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no
longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee. References
herein to a given rating or rating category of a Rating Agency
shall mean such
rating category without giving effect to any modifiers. For
purposes of Section
10.05(c), the addresses for notices to each Rating Agency shall be
the address
specified therefor in the definition corresponding to the name of
such Rating
Agency, or such other address as such Rating Agency may hereafter
furnish to the
Depositor, the Trustee and the Servicer.
Realized Losses: With respect to any date of determination and
any
Liquidated Mortgage Loan, the amount, if any, by which (a) the
unpaid principal
balance of such Liquidated Mortgage Loan together with accrued and
unpaid
interest thereon exceeds (b) the Liquidation Proceeds with respect
thereto net
of the expenses incurred by the Servicer in connection with the
liquidation of
such Liquidated Mortgage Loan and net of the amount of unreimbursed
Servicing
Advances with respect to such Liquidated Mortgage Loan.
Replacement Swap Provider Payment: As defined in Section 4.06.
Record Date: With respect to any Distribution Date, the close
of
business on the Business Day immediately preceding such
Distribution Date;
provided, however, that, for any Definitive Certificate, the Record
Date shall
be the close of business on the last Business Day of the month
preceding the
month in which such Distribution Date occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631
(January 7, 2005))
or by the staff of the Commission, or as may be provided by the
Commission or
its staff from time to time.
Relief Act Interest Shortfall: With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest
collectible on
such Mortgage Loan for the most recently ended Due Period as a
result of the
application of the Servicemembers Civil Relief Act or any similar
state
statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions,
and regulations promulgated thereunder, as the foregoing may be in
effect from
time to time as well as provisions of applicable state laws.
Remittance Date: With respect to any Distribution Date, the
second
Business Day immediately preceding such Distribution Date.
REO Disposition: The final sale by the Servicer of any REO
Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the Mortgage Rate net of the
Servicing Fee
Rate that would have been applicable to the related Mortgage Loan
had it been
outstanding) on the unpaid principal balance of the Mortgage Loan
as of the date
of acquisition thereof (as such balance is reduced pursuant to
Section 3.17 by
any income from the REO Property treated as a recovery of
principal).
REO Mortgage Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the Servicer in the name of
the Trustee
on behalf of the Certificateholders.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Reportable Event: As defined in Section 8.12(g).
Repurchase Price: With respect to any Mortgage Loan, an amount
equal
to the sum of (i) the unpaid principal balance of such Mortgage
Loan as of the
date of repurchase, (ii) interest on such unpaid principal balance
of such
Mortgage Loan at the Mortgage Rate from the last date through which
interest has
been paid to the date of repurchase, (iii) all unreimbursed
Servicing Advances
and (iv) all expenses incurred by the Trustee arising out of the
Trustee's
enforcement of the applicable Person's repurchase obligation
hereunder or under
the Sponsor Representation Letter.
Request for Release: The Request for Release submitted by the
Servicer to the Custodian (with a copy to the Trustee),
substantially in the
form of Exhibit J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president, any assistant secretary,
any assistant
treasurer, any associate, or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers who at such time shall be officers to whom, with respect
to a
particular matter, such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject and who shall have
direct
responsibility for the administration of this Agreement.
Responsible Party: WMC Mortgage Corp., a California corporation,
and
its successors in interest.
Rule 144A Letter: As defined in Section 5.02(b).
Sarbanes Certification: As defined in Section 8.12(c).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
monthly payment due on such Mortgage Loan.
Second-Lien Mortgage Loan: A Mortgage Loan secured by a
second-lien
Mortgage on the related Mortgaged Property.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the
Subordinated
Amount (in each case after taking into account the distribution of
the Principal
Distribution Amount, including any principal payments on such
Classes from the
Supplemental Interest Account and the Supplemental Float Account,
for such
Distribution Date) by (y) the aggregate Stated Principal Balance of
the Mortgage
Loans for such Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 36.80%.
Sequential Class M Certificates: As specified in the
Preliminary
Statement.
Sequential Class M Principal Distribution Amount: With respect
to
any Distribution Date, the excess, if any, of (i) the sum of (A)
the aggregate
Class Certificate Balances of the Class A certificates (after
taking into
account the distribution of the Class A Principal Distribution
Amount for such
Distribution Date) and (B) the aggregate Class Certificate Balances
of the
Sequential Class M Certificates immediately prior to such
Distribution Date over
(ii) the lesser of (A) 79.10% of the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over $4,994,746.
Servicer: Barclays Capital Real Estate Inc. d/b/a HomEq Servicing,
a
Delaware corporation, and its successors in interest, and if a
successor
servicer is appointed hereunder, such successor.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the
performance of
its servicing obligations in connection with a default, delinquency
or other
unanticipated event, including, but not limited to, the cost of (i)
the
preservation, restoration, inspection and protection of a Mortgaged
Property,
(ii) any enforcement, administrative or judicial proceedings,
including
foreclosures and litigation, in respect of a particular Mortgage
Loan, (iii) the
management (including reasonable fees in connection therewith) and
liquidation
of any REO Property and (iv) the performance of its obligations
under Sections
3.01, 3.09, 3.13 and 3.15. The Servicing Advances shall also
include any
reasonable "out-of-pocket" costs and expenses (including legal
fees) incurred by
the Servicer in connection with executing and recording instruments
of
satisfaction, deeds of reconveyance or Assignments of Mortgage in
connection
with any satisfaction or foreclosure in respect of any Mortgage
Loan to the
extent not recovered from the Mortgagor or otherwise payable under
this
Agreement. The Servicer shall not be required to make any
Nonrecoverable
Servicing Advances.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, which as of the Closing Date are listed
on Exhibit P
hereto.
Servicing Fee: With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the
event of any
payment of interest which accompanies a Principal Prepayment in
Full made by the
Mortgagor during such calendar month, interest for the number of
days covered by
such payment of interest) at the Servicing Fee Rate on the
applicable Stated
Principal Balance of such Mortgage Loan as of the first day of the
related Due
Period. Such fee shall be payable monthly, and shall be prorated
for any portion
of a month during which the Mortgage Loan is serviced by the
Servicer under this
Agreement. The Servicing Fee is payable solely from the interest
portion
(including recoveries with respect to interest from Liquidation
Proceeds,
Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds
and proceeds
received with respect to REO Properties) of such Scheduled Payment
collected by
the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum with respect to each remaining Distribution Date.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all
documents in
the Mortgage File which are not delivered to the Custodian in the
Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit K
hereto.
Servicing Function Participant: As defined in Section 3.23(a).
Servicing Officer: Any employee or officer of the Servicer
involved
in, or responsible for, the administration and servicing of the
Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers
furnished to the Trustee by the Servicer on the Closing Date
pursuant to this
Agreement, as such list may from time to time be amended.
Servicing Transfer Date: With respect to each Mortgage Loan,
September 30, 2006.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect
to
which any portion of a Scheduled Payment is, as of the last day of
the prior Due
Period (not including a Mortgage Loan that became a Liquidated
Mortgage Loan
after such last day of the prior Due Period and on or prior to the
end of the
Prepayment Period in which such Due Period ends), 60 days or more
delinquent,
each Mortgage Loan in foreclosure, each Mortgage Loan related to
REO Property
and each Mortgage Loan where the related Mortgagor has filed for
bankruptcy.
Specified
Subordinated Amount: Prior to the Stepdown Date, an amount
equal to 1.90% of the Cut-off Date Pool Principal Balance. On and
after the
Stepdown Date, an amount equal to 3.80% of the aggregate Stated
Principal
Balance of the Mortgage Loans for such Distribution Date, subject,
until the
Class Certificate Balance of each Class of LIBOR Certificates has
been reduced
to zero, to a minimum amount equal to 0.50% of the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date; provided,
however, that
if, on any Distribution Date, a Trigger Event exists, the Specified
Subordinated
Amount shall not be reduced to the applicable percentage of the
then current
aggregate Stated Principal Balance of the Mortgage Loans but
instead remain the
same as the prior period's Specified Subordinated Amount until the
Distribution
Date on which a Trigger Event no longer exists. When the Class
Certificate
Balance of each Class of LIBOR Certificates has been reduced to
zero, the
Specified Subordinated Amount will thereafter equal zero.
Sponsor: Sutton Funding LLC, a Delaware limited liability
company,
and its successors in interest.
Sponsor Representation Letter: The Side Letter, dated as of
December
1, 2006, by and between the Sponsor and the Depositor, a copy of
which is
attached hereto as Exhibit O.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc. If Standard & Poor's is
designated as a Rating
Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to Standard & Poor's shall be Standard
& Poor's, 55 Water
Street, New York, New York 10041, Attention: Residential Mortgage
Surveillance
Group - Securitized Asset Backed Receivables LLC Trust 2006-WM3, or
such other
address as Standard & Poor's may hereafter furnish to the
Depositor, the Trustee
and the Servicer.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, as may be in effect from time to time.
Startup Day: The Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of
any
date of determination, (i) the principal balance of the Mortgage
Loan at the
Cut-off Date after giving effect to payments of principal due on or
before such
date (whether or not received), minus (ii) all amounts previously
remitted to
the Trustee with respect to the related Mortgage Loan representing
payments or
recoveries of principal including advances in respect of scheduled
payments of
principal. For purposes of any Distribution Date, the Stated
Principal Balance
of any Mortgage Loan will give effect to any scheduled payments of
principal
received by the Servicer on or prior to the related Determination
Date or
advanced by the Servicer for the related Remittance Date and any
unscheduled
principal payments and other unscheduled principal collections
received during
the related Prepayment Period, and the Stated Principal Balance of
any Mortgage
Loan that has prepaid in full or has become a Liquidated Mortgage
Loan during
the related Prepayment Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur of
(a)
the Distribution Date in December 2009 and (b) the Distribution
Date following
the Distribution Date on which the aggregate Class Certificate
Balances of the
Class A Certificates have been reduced to zero and (ii) the first
Distribution
Date on which the Senior Enhancement Percentage (calculated for
this purpose
only after taking into account payments of principal on the
Mortgage Loans
applied to reduce the Stated Principal Balance of the Mortgage
Loans for the
applicable Distribution Date but prior to any applications of
Principal
Distribution Amount to the Certificates on such Distribution Date)
is greater
than or equal to the Senior Specified Enhancement Percentage.
Subcontractor: Any third-party or Affiliated vendor,
subcontractor
or other Person utilized by the Servicer, a Subservicer, the
Custodian or the
Trustee, as applicable, that is not responsible for the overall
servicing (as
"servicing" is commonly understood by participants in the
mortgage-backed
securities market) of Mortgage Loans but performs one or more
discrete functions
identified in Item 1122(d) of Regulation AB with respect to any of
the Mortgage
Loans.
Subordinated Amount: As of any Distribution Date, the excess,
if
any, of (a) the aggregate Stated Principal Balance of the Mortgage
Loans for
such Distribution Date over (b) the aggregate of the Class
Certificate Balances
of the LIBOR Certificates as of such Distribution Date (after
giving effect to
the payment of the Principal Remittance Amount on such Certificates
on such
Distribution Date).
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordination Deficiency: With respect to any Distribution Date,
the
excess, if any, of (a) the Specified Subordinated Amount applicable
to such
Distribution Date over (b) the Subordinated Amount applicable to
such
Distribution Date.
Subordination Reduction Amount: With respect to any
Distribution
Date, an amount equal to the lesser of (a) the Excess Subordinated
Amount and
(b) the Net Monthly Excess Cash Flow.
Subsequent Recovery: With respect to any Mortgage Loan or
related
Mortgaged Property that became a Liquidated Mortgage Loan or was
otherwise
disposed of, all amounts received in respect of such Liquidated
Mortgage Loan
after an Applied Realized Loss Amount related to such Mortgage Loan
or Mortgaged
Property is allocated to reduce the Class Certificate Balance of
any Class of
Subordinated Certificates. Any Subsequent Recovery that is received
during a
Prepayment Period will be included as part of the Principal
Remittance Amount
for the related Distribution Date.
Subservicer: Any Person that services Mortgage Loans on behalf
of
the Servicer or any Subservicer and is responsible for the
performance (whether
directly or through Subservicers or Subcontractors) of a
substantial portion of
the material servicing functions required to be performed by the
Servicer under
this Agreement, with respect to some or all of the Mortgage Loans,
that are
identified in Item 1122(d) of Regulation AB.
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by the
Responsible Party for a Deleted Mortgage Loan which must, on the
date of such
substitution, as confirmed in a Request for Release, substantially
in the form
of Exhibit J, (i) have a Stated Principal Balance, after deduction
of all
Scheduled Payments due in the month of substitution, not in excess
of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a
rate not lower than and not more than 1% higher than that of the
Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater
than (and not
more than one year less than) that of the Deleted Mortgage Loan;
(iv) be of the
same type as the Deleted Mortgage Loan; and (v) comply with each
applicable
representation and warranty set forth in Section 2.03.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Float Account: The trust account created pursuant
to
Section 4.07 of this Agreement consisting of any interest or
investment income
earned on funds deposited in the Collection Account, subject to
Section 3.21(c).
The Supplemental Float Account shall be an asset of Pooling Tier
REMIC-1.
Supplemental Interest Account: The trust account created pursuant
to
Section 4.06 of this Agreement consisting of the Cap Agreement, the
Interest
Rate Swap Agreement, the Class IO Interest and the right to receive
Class IO
Shortfalls, subject to the obligation to pay amounts specified in
Section 4.06.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used
in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of
(a) the
actual number of days in the Interest Accrual Period for the LIBOR
Certificates
divided by (b) 30.
Swap Provider: Barclays Bank PLC, a bank authorized and regulated
by
the United Kingdom's Financial Services Authority and a member of
the London
Stock Exchange, and its successors in interest.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the Interest Rate Swap Agreement
as a result
of an Event of Default (as defined in the Interest Rate Swap
Agreement) or a
Termination Event (as defined in the Interest Rate Swap
Agreement).
Tax Matters Person: The Holder of the (i) Class R-I Certificates
and
(ii) Class R-II Certificates designated as "tax matters person" of
(i) Pooling
Tier REMIC-1 and (ii) Pooling Tier REMIC-2, the Lower Tier REMIC
and the Upper
Tier REMIC, respectively, in the manner provided under Treasury
Regulations
Section 1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on
the
Bridge Telerate Service (or such other page as may replace that
page on that
service for displaying comparable rates or prices).
10-K Filing Deadline: As defined in Section 8.12(c).
Termination Price: As defined in Section 9.01.
Total Monthly Excess Spread: As to any Distribution Date, an
amount
equal to the excess, if any, of (i) the interest on the Mortgage
Loans (other
than Prepayment Interest Excesses) received by the Servicer on or
prior to the
related Determination Date or advanced by the Servicer for the
related
Remittance Date (net of Expense Fees) over (ii) the sum of (A) the
amounts
payable to the Certificates pursuant to Section 4.02(a)(i) on such
Distribution
Date, (B) any Net Swap Payments paid to the Swap Provider and (C)
any Swap
Termination Payment (other than a Defaulted Swap Termination
Payment) from
Available Funds to the Swap Provider.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loans and all interest and principal with respect
thereto
received on or after the related Cut-off Date, other than such
amounts which
were due on the Mortgage Loans on or prior to the related Cut-off
Date; (ii) the
Collection Account, Excess Reserve Fund Account, the Distribution
Account, the
Supplemental Float Account and all amounts deposited therein
pursuant to the
applicable provisions of this Agreement; (iii) property that
secured a Mortgage
Loan and has been acquired by foreclosure, deed-in-lieu of
foreclosure or
otherwise; (iv) the Cap Agreement; (v) the Interest Rate Swap
Agreement; (vi)
the Supplemental Interest Account; (vii) the Closing Date Deposit
Amount; (viii)
the Sponsor Representation Letter; and (ix) all proceeds of the
conversion,
voluntary or involuntary, of any of the foregoing.
Trust REMIC: Any of Pooling Tier REMIC-1, Pooling Tier REMIC-2,
the
Lower Tier REMIC or the Upper Tier REMIC, as applicable.
Trustee: Deutsche Bank National Trust Company, a national
banking
association, and its successors in interest and, if a successor
trustee is
appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount equal to
the
product of (a) one-twelfth of the Trustee Fee Rate and (b) the sum
of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
first day of
the related Due Period, and (ii) with respect to the first
Distribution Date
only, the portion of the Closing Date Deposit Amount allocable to
principal.
Trustee Fee Rate: With respect to any Distribution Date
(commencing
with the January 2007 Distribution Date), the amount charged by the
Custodian to
the Trustee for custodial services with respect to the Mortgage
Loans performed
by the Custodian during the preceding calendar month (commencing
with the month
of December 2006), based on a custodial fee schedule previously
furnished by the
Custodian to the Trustee, converted into a per annum rate
calculated on the
basis of a 360-day year consisting of twelve 30-day months;
provided, however,
that in no event shall such rate exceed 0.002% per annum.
Trustee Float Period: With respect to the Distribution Date and
the
related amounts in the Distribution Account, the period commencing
on the second
Business Day immediately preceding such Distribution Date and
ending on such
Distribution Date.
Underwriters' Exemption: Any exemption listed under footnote 1
of,
and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed.
Reg. 54487
(2002), or any successor exemption.
Underwriting Guidelines: The underwriting guidelines attached to
the
Purchase Agreement.
Unpaid Interest Amount: As of any Distribution Date and any Class
of
Certificates, the sum of (a) the portion of the Accrued Certificate
Interest
Distribution Amount from Distribution Dates prior to the current
Distribution
Date remaining unpaid immediately prior to the current Distribution
Date and (b)
interest on the amount in clause (a) above at the applicable
Pass-Through Rate
(to the extent permitted by applicable law).
Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the
excess of (i)
the Applied Realized Loss Amounts with respect to such Class over
(ii) the sum
of (a) all distributions in reduction of such Applied Realized Loss
Amounts on
all previous Distribution Dates, and (b) the amount by which the
Class
Certificate Balance of such Class has been increased due to the
distribution of
any Subsequent Recoveries on all previous Distribution Dates. Any
amounts
distributed to a Class of Subordinated Certificates in respect of
any Unpaid
Realized Loss Amount will not be applied to reduce the Class
Certificate Balance
of such Class.
Upper Tier Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Upper Tier REMIC Interest Rate for the
Corresponding Class
of Upper Tier REMIC Regular Interest is based upon the Upper Tier
REMIC Net WAC
Rate, the excess, if any, of (i) the Accrued Certificate Interest
Distribution
Amount such Class of LIBOR Certificates would otherwise be entitled
to receive
on such Distribution Date taking into account the Net WAC Rate Cap,
over (ii)
the Accrued Certificate Interest Distribution Amount such Class of
Upper Tier
REMIC Regular Interest would otherwise be entitled to receive on
such
Distribution Date taking into account the Upper Tier REMIC Net WAC
Rate and (B)
the Upper Tier Carry Forward Amount for such Class of Certificates
for all
previous Distribution Dates not previously paid, together with
interest thereon
at a rate equal to the applicable Upper Tier REMIC Interest Rate
for such Class
of Certificates for such Distribution Date, without giving effect
to the Upper
Tier REMIC Net WAC Rate.
Upper Tier REMIC: As described in the Preliminary Statement.
Upper Tier REMIC Net WAC Rate: For any Distribution Date, the
weighted average of the Lower Tier REMIC Interest Rate of the Lower
Tier REMIC
Regular Interests (other than the Class LT-IO Interest), weighted
on the basis
of the Lower Tier REMIC Principal Amounts.
Upper Tier REMIC Regular Interest: As described in the
Preliminary
Statement.
U.S. Person: (i) A citizen or resident of the United States; (ii)
a
corporation (or entity treated as a corporation for tax purposes)
created or
organized in the United States or under the laws of the United
States or of any
State thereof, including, for this purpose, the District of
Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes)
organized in
the United States or under the laws of the United States or of any
State
thereof, including, for this purpose, the District of Columbia
(unless provided
otherwise by future Treasury regulations); (iv) an estate whose
income is
includible in gross income for United States income tax purposes
regardless of
its source; or (v) a trust, if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more U.S. Persons have authority to control substantial decisions
of the trust.
Notwithstanding the last clause of the preceding sentence, to the
extent
provided in Treasury regulations, certain trusts in existence on
August 20,
1996, and treated as U.S. Persons prior to such date, may elect to
continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class X
Certificates, if any (such Voting Rights to be allocated among the
Holders of
Certificates of each such Class in accordance with their respective
Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the
Class P
Certificates, if any, and (c) the remaining Voting Rights shall be
allocated
among Holders of the remaining Classes of Certificates in
proportion to the
Certificate Balances of their respective Certificates on such
date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for the
benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund, and the Trustee, on behalf of
the Trust,
hereby accepts the Trust Fund. On the Closing Date, the Depositor
shall pay,
without any right of reimbursement from the Trust, to the Cap
Provider the
"Fixed Amount" (as defined in the related Cap Agreement) due and
payable to the
Cap Provider pursuant to the terms of each Cap Agreement.
(b) In connection with the transfer and assignment of each
Mortgage
Loan, the Depositor has delivered or caused to be delivered to the
Custodian the
following documents or instruments with respect to each Mortgage
Loan so
assigned:
(i) the original Mortgage Note bearing all intervening
endorsements
showing a
complete chain of endorsement from the originator to the last
endorsee,
endorsed "Pay to the order of _____________, without recourse"
and signed
(which may be by facsimile signature) in the name of the last
endorsee
by an authorized officer. To the extent that there is no room
on
the face
of the Mortgage Notes for endorsements, the endorsement may be
contained
on an allonge, unless state law does not so allow and the
Custodian
is so advised in writing by the Responsible Party that state
law
does not
so allow;
(ii) the original of any guarantee executed in connection with
the
Mortgage
Note;
(iii) the original Mortgage with evidence of recording thereon or
a
certified
true copy of such Mortgage submitted for recording. If, in
connection
with any Mortgage Loan, the original Mortgage cannot be
delivered
with evidence of recording thereon on or prior to the Closing
Date
because of a delay caused by the public recording office where
such
Mortgage
has been delivered for recordation or because such Mortgage has
been lost
or because such public recording office retains the original
recorded
Mortgage, the Responsible Party shall deliver or cause to be
delivered
to the Custodian a photocopy of such Mortgage, together with
(A)
in the
case of a delay caused by the public recording office, an
Officer's
Certificate of the Responsible Party (or certified by the title
company,
escrow
agent, or closing attorney) stating that such Mortgage has been
dispatched
to the appropriate public recording office for recordation and
that the
original recorded Mortgage or a copy of such Mortgage certified
by such
public recording office to be a true and complete copy of the
original
recorded Mortgage will be promptly delivered to the Custodian
upon
receipt thereof by the Responsible Party; or (B) in the case of
a
Mortgage
where a public recording office retains the original recorded
Mortgage
or in the case where a Mortgage is lost after recordation in a
public
recording office, a copy of such Mortgage certified by such
public
recording
office to be a true and complete copy of the original recorded
Mortgage;
(iv) the originals of all assumption, modification,
consolidation
and
extension agreements, if any, with evidence of recording
thereon;
(v) the original Assignment of Mortgage for each Mortgage Loan
endorsed
in blank (except with respect to MERS Designated Loans);
(vi) the originals of all intervening assignments of Mortgage
(if
any)
evidencing a complete chain of assignment from the applicable
originator
to the last endorsee (or, in the case of a MERS Designated
Loan,
MERS) with evidence of recording thereon, or if any such
intervening
assignment
has not been returned from the applicable recording office or
has been
lost or if such public recording office retains the original
recorded
assignments of Mortgage, the Responsible Party shall deliver or
cause to
be delivered a photocopy of such intervening assignment,
together
with (A)
in the case of a delay caused by the public recording office,
an
Officer's
Certificate of the Responsible Party or a certificate from an
escrow
company, a title company or a closing attorney stating that
such
intervening assignment of Mortgage has been dispatched to the
appropriate
public
recording office for recordation and that such original
recorded
intervening assignment of Mortgage or a copy of such
intervening
assignment
of Mortgage certified by the appropriate public recording
office to
be a true and complete copy of the original recorded
intervening
assignment
of Mortgage will be promptly delivered to the Custodian upon
receipt
thereof by the Responsible Party; or (B) in the case of an
intervening assignment where a public recording office retains
the
original
recorded intervening assignment or in the case where an
intervening assignment is lost after recordation in a public
recording
office, a
copy of such intervening assignment certified by such public
recording
office to be a true and complete copy of the original recorded
intervening assignment;
(vii) the original mortgagee title insurance policy or, in the
event
such
original title policy is unavailable, a copy of the title
policy,
certified
by the Responsible Party, or certified true copy of the related
policy
binder or commitment for title certified to be true and complete
by
the title
insurance company;
(viii) the original or, if unavailable, a copy of any security
agreement,
chattel mortgage or equivalent document executed in connection
with the
Mortgage (if provided); and
(ix) if any of the above documents has been executed by a
person
holding a
power of attorney, an original or photocopy of such power
certified
by the Responsible Party to be a true and correct copy of the
original.
To the extent not previously delivered to the Sponsor pursuant
to
the Purchase Agreement, the Responsible Party shall promptly upon
receipt from
the respective recording office cause to be delivered to the
Custodian the
original recorded document described in (iii), (iv) and (vi)
above.
From time to time, the Responsible Party, the Depositor or the
Servicer, as applicable, shall forward to the Custodian, additional
original
documents, additional documents evidencing an assumption,
modification,
consolidation or extension of a Mortgage Loan, in accordance with
the terms of
this Agreement upon receipt of such documents. All such mortgage
documents held
by the Custodian as to each Mortgage Loan shall constitute the
"Custodial File."
To the extent not previously delivered to the Sponsor pursuant
to
this Agreement, on or prior to the Closing Date, the Responsible
Party shall
deliver to the Custodian, Assignments of Mortgages, in blank, for
each Mortgage
Loan that is not a MERS Designated Loan. No later than thirty (30)
Business Days
following the later of the Closing Date and the date of receipt by
the Servicer
of the complete recording information for a Mortgage, the Servicer
shall
promptly submit or cause to be submitted for recording, at the
expense of the
Responsible Party and at no expense to the Trust Fund, the
Custodian, the
Servicer or the Depositor, in the appropriate public office for
real property
records, each Assignment of Mortgage referred to in Section
2.01(b)(v).
Notwithstanding the foregoing, however, for administrative
convenience and
facilitation of servicing and to reduce closing costs, the
Assignments of
Mortgage shall not be required to be completed and submitted for
recording with
respect to any Mortgage Loan (i) if the Custodian, the Trustee and
each Rating
Agency have received an Opinion of Counsel, satisfactory in form
and substance
to the Custodian, the Trustee and each Rating Agency to the effect
that the
recordation of such Assignments of Mortgage in any specific
jurisdiction is not
necessary to protect the Trustee's interest in the related Mortgage
Note, (ii)
if such Mortgage Loan is a MERS Designated Mortgage Loan or (iii)
if the Rating
Agencies have each notified the Depositor and the Servicer in
writing that not
recording any such Assignments of Mortgage would not cause the
initial ratings
on any LIBOR Certificates to be downgraded or withdrawn; provided,
however, that
the Servicer shall not be held responsible or liable for any loss
that occurs
because an Assignment of Mortgage was not recorded, but only to the
extent the
Servicer does not have prior knowledge of the act or omission that
causes such
loss. Unless the Depositor gives the Servicer notice to the
contrary, the
Depositor is deemed to have given the Servicer notice that the
condition set
forth in clause (iii) above is applicable. In addition to the
foregoing, the
Servicer shall cause each Assignment of Mortgage to be recorded in
accordance
with Accepted Servicing Practices in order to convey, upon
foreclosure, the
title of any Mortgaged Property to the Trust as set forth in
Section 3.17
hereof. If the Assignment of Mortgage is to be recorded, the
applicable Mortgage
shall be assigned by the Responsible Party, at the expense of the
Responsible
Party to "Deutsche Bank National Trust Company, as trustee under
the Pooling and
Servicing Agreement dated as of November 1, 2006, Securitized Asset
Backed
Receivables LLC Trust 2006-WM3." In the event that any such
Assignment of
Mortgage is lost or returned unrecorded because of a defect
therein, the
Responsible Party shall promptly cause to be delivered a substitute
Assignment
of Mortgage to cure such defect and thereafter cause each such
assignment to be
duly recorded at no expense to the Trust Fund.
On or prior to the Closing Date, the Depositor shall deliver to
the
Trustee and the Custodian a copy of the Data Tape Information in
electronic,
machine readable medium in a form mutually acceptable to the
Depositor, the
Trustee and the Custodian. Within ten (10) Business Days of the
Closing Date,
the Depositor shall deliver a copy of the complete Mortgage Loan
Schedule to the
Custodian and the Trustee.
In the event that such original or copy of any document
submitted
for recordation to the appropriate public recording office is not
so delivered
to the Custodian within 180 days (or such other time period as may
be required
by any Rating Agency) following the Closing Date, and in the event
that the
Responsible Party does not cure such failure within 30 days of
discovery or
receipt of written notification of such failure from the Depositor,
the related
Mortgage Loan shall, upon the request of the Depositor, be
repurchased by the
Responsible Party at the price and in the manner specified in
Section 2.03. The
foregoing repurchase obligation shall not apply in the event that
the
Responsible Party cannot deliver such original or copy of any
document submitted
for recordation to the appropriate public recording office within
the specified
period due to a delay caused by the recording office in the
applicable
jurisdiction; provided, that the Responsible Party shall instead
deliver a
recording receipt of such recording office or, if such recording
receipt is not
available, an officer's certificate of an officer of the
Responsible Party,
confirming that such document has been accepted for recording.
Notwithstanding anything to the contrary contained in this
Section
2.01, in those instances where the public recording office retains
or loses the
original Mortgage or assignment after it has been recorded, the
obligations of
the Responsible Party shall be deemed to have been satisfied upon
delivery by
the Responsible Party to the Custodian, prior to the Closing Date
of a copy of
such Mortgage or assignment, as the case may be, certified (such
certification
to be an original thereof) by the public recording office to be a
true and
complete copy of the recorded original thereof.
(c) The Depositor does hereby establish, pursuant to the
further
provisions of this Agreement and the laws of the State of New York,
an express
trust (the "Trust") to be known, for convenience, as "Securitized
Asset Backed
Receivables LLC Trust 2006-WM3" and Deutsche Bank National Trust
Company is
hereby appointed as Trustee in accordance with the provisions of
this Agreement.
The parties hereto acknowledge and agree that it is the policy and
intention of
the Trust to acquire only Mortgage Loans meeting the requirements
set forth in
this Agreement, including without limitation, the representation
and warranty
set forth in paragraph (aaa) of Schedule III. The Trust's fiscal
year is the
calendar year.
(d) The Trust shall have the capacity, power and authority, and
the
Trustee on behalf of the Trust is hereby authorized, to accept the
sale,
transfer, assignment, set over and conveyance by the Depositor to
the Trust of
all the right, title and interest of the Depositor in and to the
Trust Fund
(including, without limitation, the Mortgage Loans, the Cap
Agreement and the
Interest Rate Swap Agreement) pursuant to Section 2.01(a). The
Trustee on behalf
of the Trust is hereby authorized to enter into the Cap Agreement
and the
Interest Rate Swap Agreement.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The
Custodian shall acknowledge, on the Closing Date, receipt by it on
behalf of the
Trustee, of the documents identified in the Initial Certification
in the form
annexed hereto as Exhibit E ("Initial Certification"), and declares
that it
holds and will hold such documents and the other documents
delivered to it
pursuant to Section 2.01, and that it holds or will hold such other
assets as
are included in the Trust Fund, in trust for the exclusive use and
benefit of
all present and future Certificateholders. The Custodian shall
maintain
possession of the related Mortgage Notes in the States of
Minnesota, California
or Utah, unless otherwise permitted by the Rating Agencies.
In connection with the Closing Date, the Custodian shall be
required
to deliver via facsimile (with original to follow the next Business
Day) to the
Depositor and the Trustee an Initial Certification prior to the
Closing Date,
or, as the Depositor agrees on the Closing Date, certifying receipt
of a
Mortgage Note and Assignment of Mortgage for each Mortgage Loan.
The Custodian
shall not be responsible to verify the validity, sufficiency or
genuineness of
any document in any Custodial File.
Within 90 days after the Closing Date, the Custodian shall
ascertain
that all documents identified in the Document Certification and
Exception Report
in the form attached hereto as Exhibit F are in its possession, and
shall
deliver to the Depositor, the Servicer and the Trustee a Document
Certification
and Exception Report, in the form annexed hereto as Exhibit F, to
the effect
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than
any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in
such certification as an exception and not covered by such
certification): (i)
all documents identified in the Document Certification and
Exception Report and
required to be reviewed by it are in its possession; (ii) such
documents have
been reviewed by it and appear regular on their face and relate to
such Mortgage
Loan; (iii) based on its examination and only as to the foregoing
documents, the
information set forth in items (1), (2), (3), (15), (22) and (29)
of the Data
Tape Information respecting such Mortgage Loan is correct; and (iv)
each
Mortgage Note has been endorsed as provided in Section 2.01 of this
Agreement.
The Custodian shall not be responsible to verify the validity,
sufficiency or
genuineness of any document in any Custodial File.
The Custodian shall retain possession and custody of each
Custodial
File in accordance with and subject to the terms and conditions set
forth
herein. The Servicer shall promptly deliver to the Custodian, upon
the execution
or receipt thereof, the originals of such other documents or
instruments
constituting the Custodial File as come into the possession of the
Servicer from
time to time.
The Responsible Party shall deliver to the Servicer copies of
all
trailing documents required to be included in the Custodial File at
the same
time the original or certified copies thereof are delivered to the
Custodian,
including but not limited to such documents as the title insurance
policy and
any other Mortgage Loan documents upon return from the public
recording office.
The documents shall be delivered to the Responsible Party at the
Responsible
Party's expense to the Servicer.
Section 2.03 Representations, Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for Breaches of
Representations and
Warranties with Respect to the Mortgage Loans. (a) The Servicer
hereby makes the
representations and warranties set forth in Schedule II hereto to
the Depositor
and the Trustee, as of the Closing Date. The Custodian hereby makes
the
representations and warranties set forth in Schedule VI hereto to
the Depositor
and the Trustee.
(b) The Responsible Party hereby makes the representations and
warranties set forth in Schedule III and Schedule IV to the
Depositor and the
Trustee, as of the Closing Date. The Depositor hereby makes the
representations
and warranties set forth in Schedule V hereto to the Trustee, as of
the dates
set forth in such Schedule.
(c) It is understood and agreed by the Servicer and the
Responsible
Party that the representations and warranties set forth in this
Section 2.03
shall survive the transfer of the Mortgage Loans by the Depositor
to the Trustee
on the Closing Date, and shall inure to the benefit of the
Depositor and the
Trustee notwithstanding any restrictive or qualified endorsement on
any Mortgage
Note or Assignment of Mortgage or the examination or failure to
examine any
Mortgage File. Upon discovery by the Responsible Party, the
Depositor, the
Trustee, the Custodian or the Servicer of a breach of any of the
foregoing
representations and warranties, the party discovering such breach
shall give
prompt written notice to the others. The Trustee shall enforce the
rights of the
Trust under the Sponsor Representation Letter.
(d) Within 30 days of the earlier of either discovery by or
notice
to the Responsible Party that any Mortgage Loan does not conform to
the
requirements as determined in the Custodian's review of the related
Custodial
File or within 60 days of the earlier of either discovery by or
notice to the
Responsible Party of any breach of a representation or warranty,
set forth in
Section 2.03(b), that materially and adversely affects the value of
any Mortgage
Loan or the interest of the Trustee or the Certificateholders
therein, the
Responsible Party shall use its best efforts to cause to be
remedied a material
defect in a document constituting part of a Mortgage File or
promptly to cure
such breach in all material respects and, if such defect or breach
cannot be
remedied, the Responsible Party shall, at the Depositor's option as
specified in
writing and provided to the Responsible Party, the Custodian and
the Trustee,
(i) if such 30- or 60-day period, as applicable, expires prior to
the second
anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage
Loan") from the Trust Fund and substitute in its place a Substitute
Mortgage
Loan, in the manner and subject to the conditions set forth in this
Section
2.03; or (ii) repurchase such Mortgage Loan at the Repurchase
Price; provided,
however, that any such substitution pursuant to clause (i) above
shall not be
effected prior to the delivery to the Custodian of a Request for
Release
substantially in the form of Exhibit J, and the delivery of the
Custodial File
to the Custodian for any such Substitute Mortgage Loan.
Notwithstanding the
foregoing, a breach (i) which causes a Mortgage Loan not to
constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code or
(ii) by the Responsible Party of any of the representations and
warranties
identified as a Deemed Material and Adverse Representation on
Schedule III, will
be deemed automatically to materially and adversely affect the
value of such
Mortgage Loan and the interests of the Trustee and
Certificateholders in such
Mortgage Loan. In the event that the Trustee receives notice from
any party
discovering such a breach by the Responsible Party of any of the
representations
and warranties identified as a Deemed Material and Adverse
Representation on
Schedule III, the Trustee shall give notice of such breach to the
Responsible
Party and request the Responsible Party to repurchase the Mortgage
Loan at the
Repurchase Price within sixty (60) days of receipt by the
Responsible Party of
such notice. The Responsible Party shall repurchase each such
Mortgage Loan
within 60 days of the earlier of discovery or receipt of notice
with respect to
each such Mortgage Loan. Within 90 days of the earlier of either
discovery by or
notice to the Depositor of any breach of a representation or
warranty set forth
in clause (a) or (b) of Schedule V hereto with respect to any
Mortgage Loan that
is also a breach of the representation and warranty set forth in
clause (g) or
(aaa), as applicable, of Schedule III, and the Responsible Party
has not
repurchased such Mortgage Loan within the applicable time period
for repurchase
set forth above, the Depositor shall repurchase such Mortgage Loan
at the
Repurchase Price or substitute a Substitute Mortgage Loan for such
Mortgage
Loan.
(e) With respect to any Substitute Mortgage Loan or Loans, the
Responsible Party shall deliver to the Custodian the Mortgage Note,
the
Mortgage, the related assignment of the Mortgage, and such other
documents and
agreements as are required by Section 2.01, with the Mortgage Note
endorsed and
the Mortgage assigned as required by Section 2.01. No substitution
is permitted
to be made with respect to any Distribution Date after the end of
the related
Prepayment Period. Scheduled Payments due with respect to
Substitute Mortgage
Loans in the Due Period of substitution shall not be part of the
Trust Fund and
will be retained by the Responsible Party on the next succeeding
Distribution
Date. For the Due Period of substitution, distributions to
Certificateholders
will include the Scheduled Payment due on any Deleted Mortgage Loan
for such Due
Period and thereafter the Responsible Party shall be entitled to
retain all
amounts received in respect of such Deleted Mortgage Loan.
(f) The Servicer, based upon information provided by the
Depositor
or the Responsible Party, shall amend the Mortgage Loan Schedule
for the benefit
of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan
and the substitution of the Substitute Mortgage Loan or Loans and
the Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee and
the
Custodian. Upon such substitution, the Substitute Mortgage Loan or
Loans shall
be subject to the terms of this Agreement in all respects, and the
Responsible
Party shall be deemed to have made with respect to such Substitute
Mortgage Loan
or Loans, as of the date of substitution, the representations and
warranties
made pursuant to Section 2.03(b) with respect to such Mortgage
Loan. Upon any
such substitution and the deposit to the Collection Account of the
amount
required to be deposited therein in connection with such
substitution as
described in the following paragraph, the Custodian shall release
the Mortgage
File held for the benefit of the Certificateholders relating to
such Deleted
Mortgage Loan to the Responsible Party and the Trustee shall
execute and deliver
at the Responsible Party's written direction such instruments of
transfer or
assignment prepared by the Responsible Party, in each case without
recourse, as
shall be necessary to vest title in the Responsible Party, of the
Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to
this Section
2.03.
(g) For any month in which the Responsible Party substitutes one
or
more Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the
Servicer will determine the amount (if any) by which the aggregate
unpaid
principal balance of all such Substitute Mortgage Loans as of the
date of
substitution is less than the aggregate unpaid principal balance of
all such
Deleted Mortgage Loans. The amount of such shortage plus an amount
equal to the
aggregate of any unreimbursed Advances with respect to such Deleted
Mortgage
Loans (collectively, the "Substitution Adjustment Amount") shall be
remitted by
the Responsible Party to the Servicer for deposit into the
Collection Account on
or before the Distribution Account Deposit Date for the
Distribution Date in the
month succeeding the calendar month during which the related
Mortgage Loan
became required to be purchased or replaced hereunder.
(h) In addition to such repurchase or substitution obligation
referred to in Section 2.03(d), the Responsible Party shall
indemnify the
Depositor, any of its Affiliates, the Servicer, the Trustee and the
Trust and
hold such parties harmless against any losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments
and other costs and expenses (including, without limitation, any
taxes payable
by the Trust) resulting from any third party claim, demand, defense
or assertion
based on or grounded upon, or resulting from, a breach by the
Responsible Party
of any of its representations and warranties or obligations
contained in this
Agreement. This indemnity shall survive the termination of this
Agreement.
(i) In addition to such repurchase or substitution obligation
referred to in Section 2.03(d), the Depositor shall indemnify the
Trustee and
the Trust and hold the Trustee and the Trust harmless against any
losses,
damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and
related costs, judgments and other costs and expenses (including,
without
limitation, any taxes payable by the Trust) resulting from any
third party
claim, demand, defense or assertion based on or grounded upon, or
resulting
from, a breach by the Depositor of any of its representations and
warranties or
obligations contained in this Agreement. This indemnity shall
survive the
termination of this Agreement.
(j) The Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the Servicer shall deliver the amended Mortgage
Loan Schedule
to the Trustee and the Custodian.
(k) In the event that a Mortgage Loan shall have been
repurchased
pursuant to this Agreement or the Sponsor Representation Letter,
the proceeds
from such repurchase shall be deposited by the Servicer in the
Collection
Account pursuant to Section 3.10 on or before the Distribution
Account Deposit
Date for the Distribution Date in the month following the month
during which the
applicable Person became obligated to repurchase or replace such
Mortgage Loan
and upon such deposit of the Repurchase Price, and receipt of a
Request for
Release in the form of Exhibit J hereto, the Custodian shall
release within two
Business Days the related Custodial File held for the benefit of
the
Certificateholders to such Person as directed by the Servicer, and
the Trustee
shall execute and deliver at such Person's written direction such
instruments of
transfer or assignment prepared by such Person, in each case
without recourse,
as shall be necessary to transfer title from the Trustee. In
accordance with
Section 10.05(b), the Trustee shall promptly notify each Rating
Agency of a
purchase of a Mortgage Loan pursuant to this Section 2.03.
It is understood and agreed that the obligation of the
Responsible
Party under this Agreement to cure, repurchase or substitute any
Mortgage Loan
as to which a breach of a representation and warranty has occurred
and is
continuing, together with any related indemnification obligations
of the
Responsible Party set forth in Section 2.03(h), shall constitute
the sole
remedies against such Person respecting such breach available
to
Certificateholders, the Depositor and any of its Affiliates, or the
Trustee on
their behalf.
It is understood and agreed that the obligation of the
Depositor
under this Agreement to cure, repurchase or substitute any Mortgage
Loan as to
which a breach of a representation and warranty has occurred and is
continuing,
together with any related indemnification obligations of the
Depositor set forth
in Section 2.03(i), shall constitute the sole remedies against such
Person
respecting such breach available to Certificateholders, the Trust,
or the
Trustee on their behalf.
The provisions of this Section 2.03 shall survive delivery of
the
respective Custodial Files to the Custodian.
Section 2.04 [Reserved].
Section 2.05 Execution and Delivery of Certificates. The
Trustee
acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and
delivered to or
upon the order of the Depositor, the Certificates in authorized
Denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. The
Trustee agrees to hold the Trust Fund and exercise the rights
referred to above
for the benefit of all present and future Holders of the
Certificates.
Section 2.06 REMIC Matters. The Preliminary Statement sets forth
the
designations for federal income tax purposes of all interests
created hereby.
The "Startup Day" of each Trust REMIC for purposes of the REMIC
Provisions shall
be the Closing Date. The "latest possible maturity date" of the
regular
interests in each Trust REMIC is the Distribution Date occurring in
October
2036, which is the Distribution Date in the month following the
latest Mortgage
Loan maturity date.
Amounts distributable to the Class X Certificates (prior to any
reduction for any Basis Risk Payment, Net Swap Payment or Swap
Termination
Payment), exclusive of any amounts received from the Swap Provider,
shall be
deemed paid from the Upper Tier REMIC in respect of the Class X
Interest and the
Class IO Interest to the Holders of the Class X Certificates prior
to
distribution of any Basis Risk Payments to the LIBOR Certificates
or Net Swap
Payments or Swap Termination Payment to the Swap Provider.
For federal income tax purposes, any amount distributed on the
LIBOR
Certificates on any Distribution Date in excess of the amount
distributable on
their Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date shall be treated as having been paid from the Excess Reserve
Fund Account
or the Supplemental Interest Account, as applicable, and any
amount
distributable on such Corresponding Class of Upper Tier Regular
Interest on such
Distribution Date in excess of the amount distributable on the
Corresponding
Class of LIBOR Certificates on such Distribution Date shall be
treated as having
been paid to the Supplemental Interest Account, all pursuant to and
as further
provided in Section 8.13.
Section 2.07 Representations and Warranties of the Depositor.
The
Depositor hereby represents, warrants and covenants to the Trustee
and the
Servicer that as of the date of this Agreement or as of such date
specifically
provided herein:
(a) The Depositor is a limited liability company duly
organized,
validly existing and in good standing under the laws of the State
of Delaware;
(b) The Depositor has the power and authority to convey the
Mortgage
Loans and to execute, deliver and perform, and to enter into and
consummate
transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized,
executed
and delivered by the Depositor, all requisite company action having
been taken,
and, assuming the due authorization, execution and delivery hereof
by the other
parties hereto, constitutes or will constitute the legal, valid and
binding
agreement of the Depositor, enforceable against the Depositor in
accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the
rights of creditors generally, and by general equity principles
(regardless of
whether such enforcement is considered in a proceeding in equity or
at law);
(d) No consent, approval, authorization or order of, or
registration
or filing with, or notice to, any governmental authority or court
is required
for the execution, delivery and performance of or compliance by the
Depositor
with this Agreement or the consummation by the Depositor of any of
the
transactions contemplated hereby, except as have been received or
obtained on or
prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or
the
fulfillment of or compliance with the terms and conditions of this
Agreement,
(i) conflicts or will conflict with or results or will result in a
breach of, or
constitutes or will constitute a default or results or will result
in an
acceleration under (A) the certificate of formation or limited
liability company
agreement of the Depositor, or (B) of any term, condition or
provision of any
material indenture, deed of trust, contract or other agreement or
instrument to
which the Depositor or any of its subsidiaries is a party or by
which it or any
of its subsidiaries is bound; (ii) results or will result in a
violation of any
law, rule, regulation, order, judgment or decree applicable to the
Depositor of
any court or governmental authority having jurisdiction over the
Depositor or
its subsidiaries; or (iii) results in the creation or imposition of
any lien,
charge or encumbrance which would have a material adverse effect
upon the
Mortgage Loans or any documents or instruments evidencing or
securing the
Mortgage Loans;
(f) There are no actions, suits or proceedings before or against
or
investigations of, the Depositor pending, or to the knowledge of
the Depositor,
threatened, before any court, administrative agency or other
tribunal, and no
notice of any such action, which, in the Depositor's reasonable
judgment, might
materially and adversely affect the performance by the Depositor of
its
obligations under this Agreement, or the validity or enforceability
of this
Agreement;
(g) The Depositor is not in default with respect to any order
or
decree of any court or any order, regulation or demand of any
federal, state,
municipal or governmental agency that would materially and
adversely affect its
performance hereunder; and
(h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had
good title to,
and was the sole owner of each Mortgage Loan, free of any interest
of any other
Person, and the Depositor has transferred all right, title and
interest in each
Mortgage Loan to the Trustee. The transfer of the Mortgage Note and
the Mortgage
as and in the manner contemplated by this Agreement is sufficient
either (i)
fully to transfer to the Trustee, for the benefit of the
Certificateholders, all
right, title, and interest of the Depositor thereto as note holder
and mortgagee
or (ii) to grant to the Trustee, for the benefit of the
Certificateholders, the
security interest referred to in Section 10.04.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.07 shall survive delivery of
the
respective Custodial Files to the Custodian and shall inure to the
benefit of
the Trustee.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and
administer the
Mortgage Loans in accordance with the terms of this Agreement and
the respective
Mortgage Loans and, to the extent consistent with such terms, in
the same manner
in which it services and administers similar mortgage loans for its
own
portfolio, giving due consideration to customary and usual
standards of practice
of mortgage lenders and loan servicers administering similar
mortgage loans but
without regard to:
(i) any relationship that the Servicer, any Subservicer or any
Affiliate
of the Servicer or any Subservicer may have with the related
Mortgagor;
(ii) the ownership or non-ownership of any Certificate by the
Servicer
or any Affiliate of the Servicer;
(iii) the Servicer's obligation to make P&I Advances or
Servicing
Advances;
or
(iv) the Servicer's or any Subservicer's right to receive
compensation for its services hereunder or with respect to any
particular
transaction.
To the extent consistent with the foregoing, if the Servicer
shall
seek to maximize the timely and complete recovery of principal and
interest on
the Mortgage Notes. Subject only to the above-described servicing
standards and
the terms of this Agreement and of the respective Mortgage Loans,
the Servicer
shall have full power and authority, acting alone or through
Subservicers as
provided in Section 3.02, to do or cause to be done any and all
things in
connection with such servicing and administration which it may deem
necessary or
desirable. Without limiting the generality of the foregoing, the
Servicer in its
own name or in the name of a Subservicer is hereby authorized and
empowered by
the Trustee when the Servicer believes it appropriate in its best
judgment in
accordance with Accepted Servicing Practices, to execute and
deliver any and all
instruments of satisfaction or cancellation, or of partial or full
release or
discharge, and all other comparable instruments, with respect to
the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure
proceedings or
obtain a deed-in-lieu of foreclosure so as to convert the ownership
of such
properties, and to hold or cause to be held title to such
properties, on behalf
of the Trustee. The Servicer shall be responsible for preparing and
recording
all lien releases and mortgage satisfactions in accordance with
state and local
regulations, and shall be responsible for all expenses in
connection therewith
if not paid by the Mortgagor if permitted by applicable law and the
related
Mortgage Loan Documents (except if such expense would constitute a
Servicing
Advance) and all other consequences resulting from its failure to
fully
discharge such obligation. The Servicer shall service and
administer the
Mortgage Loans in accordance with applicable state and federal law
and shall
provide to the Mortgagors any reports required to be provided to
them thereby.
The Servicer shall also comply in the performance of this Agreement
with all
reasonable rules and requirements of each insurer under any
standard hazard
insurance policy. Subject to Section 3.16, the Trustee shall
execute, at the
written request of the Servicer, and furnish to the Servicer and
any Subservicer
such documents provided to the Trustee as are necessary or
appropriate to enable
the Servicer or any Subservicer to carry out their servicing and
administrative
duties hereunder, and the Trustee hereby grants to the Servicer,
and this
Agreement shall constitute, a power of attorney to carry out such
duties
including a power of attorney to take title to Mortgaged Properties
after
foreclosure on behalf of the Trustee. The Trustee shall execute a
separate power
of attorney, substantially in the form attached as Exhibit W, in
favor of the
Servicer for the purposes described herein to the extent necessary
or desirable
to enable the Servicer to perform its duties hereunder. The Trustee
shall not be
liable for the actions of the Servicer or any Subservicers under
such powers of
attorney. Notwithstanding anything contained herein to the
contrary, no Servicer
or Subservicer shall without the Trustee's consent: (i) initiate
any action,
suit or proceeding solely under the Trustee's name without
indicating such
Servicer's or Subservicer's, as applicable, representative
capacity, or (ii)
take any action with the intent to, or which actually does cause,
the Trustee to
be registered to do business in any state.
(b) Subject to Section 3.09(b), in accordance with the standards
of
the preceding paragraph, the Servicer shall advance or cause to be
advanced
funds as necessary for the purpose of effecting the timely payment
of taxes and
assessments on the Mortgaged Properties, which advances shall be
Servicing
Advances reimbursable in the first instance from related
collections from the
Mortgagors pursuant to Section 3.09(b), and further as provided in
Section 3.11.
Any cost incurred by the Servicer or by Subservicers in effecting
the timely
payment of taxes and assessments on a Mortgaged Property shall not
be added to
the unpaid principal balance of the related Mortgage Loan,
notwithstanding that
the terms of such Mortgage Loan so permit.
(c) Notwithstanding anything in this Agreement to the contrary,
the
Servicer may not make any future advances with respect to a
Mortgage Loan
(except as provided in Section 4.01 and except for Servicing
Advances) and the
Servicer shall not (i) permit any modification with respect to any
Mortgage Loan
that would change the Mortgage Rate, reduce or increase the
principal balance
(except for reductions resulting from actual payments of principal)
or change
the final maturity date on such Mortgage Loan (except for a
reduction of
interest payments resulting from the application of the
Servicemembers Civil
Relief Act or any similar state statutes) or (ii) permit any
modification,
waiver or amendment of any term of any Mortgage Loan that would
both (A) effect
an exchange or reissuance of such Mortgage Loan under Section 1001
of the Code
(or final, temporary or proposed Treasury regulations promulgated
thereunder)
and (B) cause any Trust REMIC to fail to qualify as a REMIC under
the Code or
the imposition of any tax on "prohibited transactions" or
"contributions after
the startup day" under the REMIC Provisions, or (iii) except as
provided in
Section 3.07(a), waive any Prepayment Charges.
(d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release
the Servicer
from the responsibilities or liabilities arising under this
Agreement.
Section 3.02 Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing
agreements with
Subservicers for the servicing and administration of the Mortgage
Loans
("Subservicing Agreements"). The Servicer represents and warrants
to the other
parties hereto that no Subservicing Agreement is in effect as of
the Closing
Date with respect to any Mortgage Loans required to be serviced by
it hereunder.
The Servicer shall give notice to the Depositor and the Trustee of
any such
Subservicer and Subservicing Agreement, which notice shall contain
all
information (including without limitation a copy of the
Subservicing Agreement)
reasonably necessary to enable the Trustee, pursuant to Section
8.12(g), to
accurately and timely report the event under Item 6.02 of Form 8-K
pursuant to
the Exchange Act (if such reports under the Exchange Act are
required to be
filed under the Exchange Act). No Subservicing Agreement shall be
effective
until 30 days after such written notice is received by both the
Depositor and
the Trustee. The Trustee shall not be required to review or consent
to such
Subservicing Agreements and shall have no liability in connection
therewith.
(b) Each Subservicer shall be (i) authorized to transact business
in
the state or states in which the related Mortgaged Properties it is
to service
are situated, if and to the extent required by applicable law to
enable the
Subservicer to perform its obligations hereunder and under the
Subservicing
Agreement, (ii) an institution approved as a mortgage loan
originator by the
Federal Housing Administration or an institution that has deposit
accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved
mortgage
servicer. Each Subservicing Agreement must impose on the
Subservicer
requirements conforming to the provisions set forth in Section 3.08
and provide
for servicing of the Mortgage Loans consistent with the terms of
this Agreement.
The Servicer will examine each Subservicing Agreement and will be
familiar with
the terms thereof. The terms of any Subservicing Agreement will not
be
inconsistent with any of the provisions of this Agreement. The
Servicer and the
Subservicers may enter into and make amendments to the Subservicing
Agreements
or enter into different forms of Subservicing Agreements; provided,
however,
that any such amendments or different forms shall be consistent
with and not
violate the provisions of this Agreement, and that no such
amendment or
different form shall be made or entered into which could be
reasonably expected
to be materially adverse to the interests of the Trustee, without
the consent of
the Trustee. Any variation without the consent of the Trustee from
the
provisions set forth in Section 3.08 relating to insurance or
priority
requirements of Subservicing Accounts, or credits and charges to
the
Subservicing Accounts or the timing and amount of remittances by
the
Subservicers to the Servicer, are conclusively deemed to be
inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver
to the
Trustee and the Depositor copies of all Subservicing Agreements,
and any
amendments or modifications thereof, promptly upon the Servicer's
execution and
delivery of such instruments.
(c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this
paragraph), for the
benefit of the Trustee, shall enforce the obligations of each
Subservicer under
the related Subservicing Agreement, including, without limitation,
any
obligation to make advances in respect of delinquent payments as
required by a
Subservicing Agreement. Such enforcement, including, without
limitation, the
legal prosecution of claims, termination of Subservicing
Agreements, and the
pursuit of other appropriate remedies, shall be in such form and
carried out to
such an extent and at such time as the Servicer, in its good faith
business
judgment, would require were it the owner of the related Mortgage
Loans. The
Servicer shall pay the costs of such enforcement at its own
expense, and shall
be reimbursed therefor only (i) from a general recovery resulting
from such
enforcement, to the extent, if any, that such recovery exceeds all
amounts due
in respect of the related Mortgage Loans or (ii) from a specific
recovery of
costs, expenses or attorneys' fees against the party against whom
such
enforcement is directed.
(d) The Servicer shall cause any Subservicer engaged by the
Servicer
(or by any Subservicer) for the benefit of the Depositor and the
Trustee to
comply with the provisions of this Section 3.02 and with Sections
3.22, 3.23,
6.02 and 6.05 of this Agreement to the same extent as if such
Subservicer were
the Servicer, and to provide the information required with respect
to such
Subservicer under Section 8.12 of this Agreement. The Servicer
shall be
responsible for obtaining from each such Subservicer and delivering
to
applicable Persons any servicer compliance statement required to be
delivered by
such Subservicer under Section 3.22 and any assessment of
compliance report and
related accountant's attestation required to be delivered by such
Subservicer
under Section 3.23, in each case as and when required to be
delivered.
(e) Subject to the conditions set forth in this Section 3.02(e),
the
Servicer and any Subservicer engaged by the Servicer is permitted
to utilize one
or more Subcontractors to perform certain of its obligations
hereunder. The
Servicer shall promptly upon request provide to the Depositor and
the Trustee a
written description (in form and substance satisfactory to the
Depositor and the
Trustee) of the role and function of each Subcontractor utilized by
the Servicer
or any such Subservicer, specifying, not later than the date
specified for
delivery of the annual report on assessment of compliance set forth
in Section
3.23(a) (i) the identity of each such Subcontractor, if any, that
is
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, and (ii) which elements of the Servicing Criteria
will be
addressed in assessments of compliance provided by each
Subcontractor identified
pursuant to clause (i) of this paragraph. As a condition to the
utilization by
the Servicer or any such Subservicer of any Subcontractor
determined to be
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used
by the
Servicer (or by any such Subservicer) for the benefit of the
Depositor and the
Trustee to comply with the provisions of Section 3.23 of this
Agreement to the
same extent as if such Subcontractor were the Servicer. The
Servicer shall be
responsible for obtaining from each such Subcontractor and
delivering to the
applicable Persons any assessment of compliance report and related
accountant's
attestation required to be delivered by such Subcontractor under
Section 3.23,
in each case as and when required to be delivered.
Notwithstanding the foregoing, the Servicer engages a
Subcontractor
in connection with the performance of any of its duties under this
Agreement,
the Servicer shall be responsible for determining whether such
Subcontractor is
a "servicer" within the meaning of Item 1101 of Regulation AB and
whether any
such affiliate or third-party vendor meets the criteria in Item
1108(a)(2)(i)
through (iii) of Regulation AB. If the Servicer determines,
pursuant to the
preceding sentence, that such Subcontractor is a "servicer" within
the meaning
of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i)
through (iii) of Regulation AB, then such Subcontractor shall be
deemed to be a
Subservicer for purposes of this Agreement, the engagement of such
Subservicer
shall not be effective unless and until notice is given pursuant to
Section
3.02(a) and the Servicer shall comply with Section 3.02(d) with
respect thereto.
Section 3.03 Successor Subservicers. The Servicer shall be
entitled
to terminate any Subservicing Agreement and the rights and
obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance
with the terms
and conditions of such Subservicing Agreement; provided, however,
that the
termination, resignation or removal of a Subservicer shall be not
be effective
until 30 days after written notice is received by both the
Depositor and the
Trustee that contains all information reasonably necessary to
enable the
Trustee, pursuant to Section 8.12(g), to accurately and timely
report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under
the Exchange Act are required to be filed under the Exchange Act).
In the event
of termination of any Subservicer, all servicing obligations of
such Subservicer
shall be assumed simultaneously by the Servicer without any act or
deed on the
part of such Subservicer or the Servicer, and the Servicer either
shall service
directly the related Mortgage Loans or shall enter into a
Subservicing Agreement
with a successor Subservicer which qualifies under Section
3.02.
