Exhibit 4
================================================================================
GS MORTGAGE SECURITIES CORP.,
Depositor,
LITTON LOAN SERVICING LP,
Servicer,
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
Seller,
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
------------------------------------------------------------
C-BASS TRUST 2006-CB9
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
SERIES 2006-CB9
================================================================================
<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
Repurchase or Substitution of Mortgage Loans by the Seller...
Section 2.04
Representations and Warranties of the Seller with Respect
to the Mortgage Loans.......................................
Section 2.05
Representations, Warranties and Covenants of the Servicer....
Section 2.06
Representations and Warranties of the Seller.................
Section 2.07 Covenants
of the Seller......................................
Section 2.08 Execution
and Delivery of Certificates.......................
Section 2.09 REMIC
Matters................................................
Section 2.10
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
Assessment of Compliance with Servicing Criteria;
Independent Public Accountants' Attestation.................
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
Section 3.27 Optional
Purchases of Mortgage Loans by Servicer.............
Section 3.28 Advance
Facility.............................................
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 Trust..................................
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 and the
Seller; Third Party Claims..................................
Section 6.06 Servicing
Rights Pledge......................................
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 Trustee........................
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans........
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Trustee'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
Treatment of Basis Risk Carry Forward Amounts, the
Supplemental Interest Trust, the Cap Agreement and the
Interest Rate Swap Agreement................................
Section 8.14 Trustee
May Enforce Claims Without Possession of
Certificates................................................
Section 8.15 Suits for
Enforcement........................................
Section 8.16 Waiver of
Bond Requirement...................................
Section 8.17 Waiver of
Inventory, Accounting and Appraisal Requirement....
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 Rule of
Construction.........................................
Section 10.11 Waiver of Jury
Trial.........................................
Section 10.12 Third Party
Rights...........................................
Section 10.13 Regulation AB Compliance; Intent of the Parties;
Reasonableness..............................................
<PAGE>
SCHEDULES
Schedule I Mortgage
Loan Schedule
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
Exhibit C-2 Form of Class R-X Certificates
Exhibit D-1 Form of Class CE-1 Certificate
Exhibit D-2 Form of Class CE-2 Certificate
Exhibit E Form
of Initial Certification of Trustee
Exhibit F-1 Form of Initial Certification of Custodian
Exhibit F-2 Form of Certification
Exhibit G-1 Form of Class R Residual Transfer Affidavit
Exhibit G-2 Form of Class R-X Residual Transfer Affidavit
Exhibit H Form
of Transferor Certificate
Exhibit I-1 Form of Rule 144A Letter
Exhibit I-2 Form of Non-Rule 144A Investment 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 Servicer
Exhibit N
Servicing Criteria
Exhibit O Power
of Attorney
Exhibit P Seller
Mortgage Loan Purchase Agreement
Exhibit Q
Interest Rate Swap and Cap Agreements
Exhibit R
Custodial Agreement
Exhibit S Form
8-K Disclosure
Exhibit T Form
10-D Disclosure
Exhibit U Form
10-K Disclosure
Exhibit V
Additional Disclosure Notification
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1,
2006,
among GS MORTGAGE SECURITIES CORP., a Delaware corporation, as
depositor (the
"Depositor"), LITTON LOAN SERVICING LP, a Delaware limited
partnership, as
servicer (the "Servicer"), CREDIT-BASED ASSET SERVICING AND
SECURITIZATION LLC,
a Delaware limited liability company, as seller (the "Seller"), and
LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as trustee
(the
"Trustee").
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 nine segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement and the Interest Rate Cap Agreement, (iii) the
Supplemental
Interest Trust and the Supplemental Interest Trust Account, (iv)
the Excess
Reserve Fund Account and (v) the right of the Principal
Certificates to receive
Basis Risk Carry Forward Amounts and the obligation to pay Class IO
Shortfalls)
be treated for federal income tax purposes as comprising nine
REMICs (each, a
"Trust REMIC" or, in the alternative, Pooling-Tier REMIC-1,
Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC, the Class B-1
REMIC, the
Class B-2 REMIC, the Class B-3 REMIC, the Class CE-1 REMIC and the
Class CE-2
REMIC respectively). The Class CE-1 Interest, Class CE-2
Certificates, Class IO
Interest and each Class of Principal Certificates (other than the
right of each
Class of Principal Certificates to receive Basis Risk Carry Forward
Amounts and
the obligation to pay Class IO Shortfalls) represents ownership of
a regular
interest in a REMIC for purposes of the REMIC Provisions.
The Class R Certificates represent ownership of the sole class
of
residual interest in each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC
Provisions.
The Class R-X Certificates represent ownership of the sole class of
residual
interest in the Class B-1 REMIC, Class B-2 REMIC, the Class B-3
REMIC, the Class
CE-1 REMIC and the Class CE-2 REMIC for purposes of the REMIC
Provisions. The
Start-up Day for each Trust REMIC described herein is the Closing
Date. The
latest possible maturity date for each regular interest is the
latest date
referenced in Section 2.09.
The Class CE-1 REMIC shall hold as assets the Class UT-CE-1
Interest
and the Class UT-IO Interest as set out below. The Class CE-2 REMIC
shall hold
as assets the Class UT-CE-2 Interest as set out below. The
Upper-Tier REMIC
shall hold as assets the several classes of uncertificated
Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC shall hold as assets
the several
classes of uncertificated Pooling-Tier REMIC-2 Regular Interests
set out below.
Pooling-Tier REMIC-2 shall hold as assets the several classes of
uncertificated
Pooling-Tier REMIC-1 Regular Interests set out below. 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 Interest
Rate Cap
Agreement, (iii) the Supplemental Interest Trust and the
Supplemental Interest
Trust Account, (iv) the Excess Reserve Fund Account and (v) the
right of each
Class of Principal Certificates to receive Basis Risk Carry Forward
Amounts and
the obligation to pay Class IO Shortfalls). The Class LT-A-1, Class
LT-A-2,
Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class
LT-M-3, Class
LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8,
Class LT-M-9,
Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby
designated the
LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes"). Each of the
LT-Accretion Directed Classes, the Class LT-Accrual Interest, the
Class LT-FL
Interest, the Class LT-FX Interest, the Class LT-CE2 Interest and
the Class
LT-IO Interest is hereby designated as a regular interest in the
Lower-Tier
REMIC.
The Class B-1 REMIC shall hold as an asset the Class B-1
Interest
issued by the Upper-Tier REMIC, the Class B-1 Certificates shall
represent
ownership of the regular interest issued by the Class B-1 REMIC and
the Class
B1-R Interest shall represent the sole class of residual interest
in the Class
B-1 REMIC.
The Class B-2 REMIC shall hold as an asset the Class B-2
Interest
issued by the Upper-Tier REMIC, the Class B-2 Certificates shall
represent
ownership of the regular interest issued by the Class B-2 REMIC and
the Class
B2-R Interest shall represent the sole class of residual interest
in the Class
B-2 REMIC.
The Class B-3 REMIC shall hold as an asset the Class B-3
Interest
issued by the Upper-Tier REMIC, the Class B-3 Certificates shall
represent
ownership of the regular interest issued by the Class B-3 REMIC and
the Class
B3-R Interest shall represent the sole class of residual interest
in the Class
B-3 REMIC.
The Class CE-1 REMIC shall hold as an asset the Class UT-CE-1
Interest and the Class UT-IO Interest issued by the Upper-Tier
REMIC, the Class
CE-1 Interest and Class CE-IO Interest shall represent the regular
interests
issued by the Class CE-1 REMIC and the Class CE1-R Interest shall
represent the
sole class residual interest in the Class CE-1 REMIC.
The Class CE-2 REMIC shall hold as an asset the Class UT-CE-2
Interest issued by the Upper-Tier REMIC, the Class CE-2
Certificates shall
represent the regular interests issued by the Class CE-2 REMIC and
the Class
CE2-R Interest shall represent the sole class residual interest in
the Class
CE-2 REMIC.
For federal income tax purposes, each Class of Principal
Certificates represents a beneficial ownership of a regular
interest in the
Upper-Tier REMIC, the Class B-1 REMIC, the Class B-2 REMIC or the
Class B-3
REMIC, as applicable, and the right to receive Basis Risk Carry
Forward Amounts,
subject to the obligation to pay Class IO Shortfalls, the Class
CE-1
Certificates represent beneficial ownership of the Class CE-1
Interest, the
Class IO Interest, the Interest Rate Swap Agreement, the Interest
Rate Cap
Agreement, the Supplemental Interest Trust and the Supplemental
Interest Trust
Account, the Excess Reserve Fund Account and the right to receive
Class IO
Shortfalls, subject to the obligation to pay Basis Risk Carry
Forward Amounts,
and the Class P Certificates represent beneficial ownership of the
Prepayment
Premiums, 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 is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 shall
also issue the
Class PT1-R Interest, which shall be represented by the Class R
Certificates.
The Class PT1-R Interest is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class R-X Certificates shall
have no Class
Certificate Balance and shall have no interest rate.
Initial
Pooling-Tier
Pooling-Tier REMIC-1 Pooling-Tier REMIC-1
REMIC-1
Principal
Interest
Interest Rate
Amount
-------------------- --------------------
-----------------
Class PT1-1
(1)
$
39,363,926.23
Class PT1-2A
(2)
$
5,178,352.02
Class PT1-2B
(3)
$
5,178,352.02
Class PT1-3A
(2)
$
6,479,234.77
Class PT1-3B
(3)
$
6,479,234.77
Class PT1-4A
(2)
$
7,772,262.83
Class PT1-4B
(3)
$
7,772,262.83
Class PT1-5A
(2)
$
9,044,913.40
Class PT1-5B
(3)
$
9,044,913.40
Class PT1-6A
(2)
$
10,284,547.21
Class PT1-6B
(3)
$
10,284,547.21
Class PT1-7A
(2)
$
11,471,942.83
Class PT1-7B
(3)
$
11,471,942.83
Class PT1-8A
(2)
$
12,536,728.58
Class PT1-8B
(3)
$
12,536,728.58
Class PT1-9A
(2)
$
13,139,952.50
Class PT1-9B
(3)
$
13,139,952.50
Class PT1-10A
(2)
$
13,171,391.16
Class PT1-10B
(3)
$
13,171,391.16
Class PT1-11A
(2)
$
12,956,674.95
Class PT1-11B
(3)
$
12,956,674.95
Class PT1-12A
(2)
$
12,444,293.79
Class PT1-12B
(3)
$
12,444,293.79
Class PT1-13A
(2)
$
11,880,634.45
Class PT1-13B
(3)
$
11,880,634.45
Class PT1-14A
(2)
$
11,342,932.95
Class PT1-14B
(3)
$
11,342,932.95
Class PT1-15A
(2)
$
10,829,977.98
Class PT1-15B
(3)
$
10,829,977.98
Class PT1-16A
(2)
$
10,340,613.94
Class PT1-16B
(3)
$
10,340,613.94
Class PT1-17A
(2)
$
9,879,987.23
Class PT1-17B
(3)
$
9,879,987.23
Class PT1-18A
(2)
$
9,433,569.42
Class PT1-18B
(3)
$
9,433,569.42
Class PT1-19A
(2)
$
9,923,015.57
Class PT1-19B
(3)
$
9,923,015.57
Class PT1-20A
(2)
$
12,063,427.27
Class PT1-20B
(3)
$
12,063,427.27
Class PT1-21A
(2)
$
12,494,081.95
Class PT1-21B
(3)
$
12,494,081.95
Class PT1-22A
(2)
$
13,324,773.31
Class PT1-22B
(3)
$
13,324,773.31
Class PT1-23A
(2)
$
12,524,924.40
Class PT1-23B
(3)
$
12,524,924.40
Class PT1-24A
(2)
$
10,899,268.24
Class PT1-24B
(3)
$
10,899,268.24
Class PT1-25A
(2)
$
8,667,399.67
Class PT1-25B
(3)
$
8,667,399.67
Class PT1-26A
(2)
$
7,343,797.39
Class PT1-26B
(3)
$
7,343,797.39
Class PT1-27A
(2)
$
5,948,825.10
Class PT1-27B
(3)
$
5,948,825.10
Class PT1-28A
(2)
$
5,399,018.34
Class PT1-28B
(3)
$
5,399,018.34
Class PT1-29A
(2)
$
5,118,799.12
Class PT1-29B
(3)
$
5,118,799.12
Class PT1-30A
(2)
$
4,853,694.07
Class PT1-30B
(3)
$
4,853,694.07
Class PT1-31A
(2)
$
4,603,166.20
Class PT1-31B
(3)
$
4,603,166.20
Class PT1-32A
(2)
$
4,366,351.56
Class PT1-32B
(3)
$
4,366,351.56
Class PT1-33A
(2)
$
4,142,358.33
Class PT1-33B
(3)
$
4,142,358.33
Class PT1-34A
(2)
$
1,290,185.89
Class PT1-34B
(3)
$
1,290,185.89
Class PT1-35A
(2)
$
563,341.83
Class PT1-35B
(3)
$
563,341.83
Class PT1-36A
(2)
$
2,861,379.29
Class PT1-36B
(3)
$
2,861,379.29
Class PT1-37A
(2)
$
2,717,346.82
Class PT1-37B
(3)
$
2,717,346.82
Class PT1-38A
(2)
$
2,580,764.93
Class PT1-38B
(3)
$
2,580,764.93
Class PT1-39A
(2)
$
2,451,657.01
Class PT1-39B
(3)
$
2,451,657.01
Class PT1-40A
(2)
$
2,329,372.61
Class PT1-40B
(3)
$
2,329,372.61
Class PT1-41A
(2)
$
2,213,606.16
Class PT1-41B
(3)
$
2,213,606.16
Class PT1-42A
(2)
$
2,103,952.57
Class PT1-42B
(3)
$
2,103,952.57
Class PT1-43A
(2)
$
2,000,068.93
Class PT1-43B
(3)
$
2,000,068.93
Class PT1-44A
(2)
$
1,901,625.80
Class PT1-44B
(3)
$
1,901,625.80
Class PT1-45A
(2)
$
1,808,344.97
Class PT1-45B
(3)
$
1,808,344.97
Class PT1-46A
(2)
$
1,719,919.39
Class PT1-46B
(3)
$
1,719,919.39
Class PT1-47A
(2)
$
1,636,108.18
Class PT1-47B
(3)
$
1,636,108.18
Class PT1-48A
(2)
$
1,556,647.08
Class PT1-48B
(3)
$
1,556,647.08
Class PT1-49A
(2)
$
1,481,298.21
Class PT1-49B
(3)
$
1,481,298.21
Class PT1-50A
(2)
$
1,409,837.13
Class PT1-50B
(3)
$
1,409,837.13
Class PT1-51A
(2)
$
1,342,052.80
Class PT1-51B
(3)
$
1,342,052.80
Class PT1-52A
(2)
$
1,277,746.19
Class PT1-52B
(3)
$
1,277,746.19
Class PT1-53A
(2)
$
1,216,728.15
Class PT1-53B
(3)
$
1,216,728.15
Class PT1-54A
(2)
$
1,158,822.54
Class PT1-54B
(3)
$
1,158,822.54
Class PT1-55A
(2)
$
1,103,943.23
Class PT1-55B
(3)
$
1,103,943.23
Class PT1-56A
(2)
$
1,052,592.89
Class PT1-56B
(3)
$
1,052,592.89
Class PT1-57A
(2)
$
1,003,573.13
Class PT1-57B
(3)
$
1,003,573.13
Class PT1-58A
(2)
$
956,631.13
Class PT1-58B
(3)
$
956,631.13
Class PT1-59A
(2)
$
20,891,190.37
Class PT1-59B
(3)
$
20,891,190.37
Class PT1-CE2
(4)
$
0
Class PT1-R
(5)
$
N/A
--------------------
(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
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 WAC Rate, subject to a maximum
rate of
10.20%.
(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 WAC
Rate over
(B) 10.20%.
(4) This
Pooling-Tier REMIC-1 Regular Interest is an interest-only
interest
and does not have a
Pooling-Tier REMIC-1 Principal Amount. On each
Distribution Date, this Pooling-Tier REMIC-1 Regular Interest shall
be
entitled
to receive interest equal to the Excess Servicing Fee.
(5) The Class
PT1-R Interest shall not bear interest or have a principal
balance.
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, the
Custodian 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 shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-1 Regular
Interest with the
lowest numerical designation (other than the Class PT1-1 and Class
PT1-CE2
Interests) such that, at all times, the aggregate Pooling-Tier
Principal Amount
of such Pooling-Tier REMIC-1 Regular Interests equals the aggregate
Class
Certificate Balance of the then outstanding LIBOR Certificates, and
otherwise to
Class PT1-1 Interest until the Pooling-Tier REMIC-1 Principal
Amount of each
such interest is reduced to zero; provided that, with respect to
Pooling-Tier
REMIC-1 Regular Interests relating to certificates with the same
numerical
designation, such Realized Losses, Subsequent Recoveries 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
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier Pooling-Tier
REMIC-2
Corresponding
Corresponding
Corresponding
Pooling-Tier
REMIC-2
Initial Principal
Pooling-Tier REMIC-2 Pooling-Tier REMIC-1
Scheduled
Crossover
REMIC-2 Interest
Interest Rate
Amount
IO Interest
Regular Interest
Distribution Date
----------------
------------- --------------------
-------------------- --------------------
-------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1) $
39,363,876.23
N/A
N/A
N/A
Class PT2-2A
(2) $
5,178,352.02
Class PT2-IO-2
N/A
N/A
Class PT2-2B
(3) $
5,178,352.02
N/A
N/A
N/A
Class PT2-3A
(2) $
6,479,234.77
Class PT2-IO-3
N/A
N/A
Class PT2-3B
(3) $
6,479,234.77
N/A
N/A
N/A
Class PT2-4A
(2) $
7,772,262.83
Class PT2-IO-4
N/A
N/A
Class PT2-4B
(3) $
7,772,262.83
N/A
N/A
N/A
Class PT2-5A
(2) $
9,044,913.40
Class PT2-IO-5
N/A
N/A
Class PT2-5B
(3) $
9,044,913.40
N/A
N/A
N/A
Class PT2-6A
(2) $
10,284,547.21
Class PT2-IO-6
N/A
N/A
Class PT2-6B
(3) $
10,284,547.21
N/A
N/A
N/A
Class PT2-7A
(2) $
11,471,942.83
Class PT2-IO-7
N/A
N/A
Class PT2-7B
(3) $
11,471,942.83
N/A
N/A
N/A
Class PT2-8A
(2) $
12,536,728.58
Class PT2-IO-8
N/A
N/A
Class PT2-8B
(3) $
12,536,728.58
N/A
N/A
N/A
Class PT2-9A
(2) $
13,139,952.50
Class PT2-IO-9
N/A
N/A
Class PT2-9B
(3) $
13,139,952.50
N/A
N/A
N/A
Class PT2-10A
(2) $
13,171,391.16
Class
PT2-IO-10
N/A
N/A
Class PT2-10B
(3) $
13,171,391.16
N/A
N/A
N/A
Class PT2-11A
(2) $
12,956,674.95
Class
PT2-IO-11
N/A
N/A
Class PT2-11B
(3) $
12,956,674.95
N/A
N/A
N/A
Class PT2-12A
(2) $
12,444,293.79
Class
PT2-IO-12
N/A
N/A
Class PT2-12B
(3) $
12,444,293.79
N/A
N/A
N/A
Class PT2-13A
(2) $
11,880,634.45
Class
PT2-IO-13
N/A
N/A
Class PT2-13B
(3) $
11,880,634.45
N/A
N/A
N/A
Class PT2-14A
(2) $
11,342,932.95
Class
PT2-IO-14
N/A
N/A
Class PT2-14B
(3) $
11,342,932.95
N/A
N/A
N/A
Class PT2-15A
(2) $
10,829,977.98
Class
PT2-IO-15
N/A
N/A
Class PT2-15B
(3) $
10,829,977.98
N/A
N/A
N/A
Class PT2-16A
(2) $
10,340,613.94
Class
PT2-IO-16
N/A
N/A
Class PT2-16B
(3) $
10,340,613.94
N/A
N/A
N/A
Class PT2-17A
(2) $
9,879,987.23
Class
PT2-IO-17
N/A
N/A
Class PT2-17B
(3) $
9,879,987.23
N/A
N/A
N/A
Class PT2-18A
(2) $
9,433,569.42
Class
PT2-IO-18
N/A
N/A
Class PT2-18B
(3)
$
9,433,569.42
N/A
N/A
N/A
Class PT2-19A
(2) $
9,923,015.57
Class
PT2-IO-19
N/A
N/A
Class PT2-19B
(3) $
9,923,015.57
N/A
N/A
N/A
Class PT2-20A
(2) $
12,063,427.27
Class
PT2-IO-20
N/A
N/A
Class PT2-20B
(3) $
12,063,427.27
N/A
N/A
N/A
Class PT2-21A
(2) $
12,494,081.95
Class
PT2-IO-21
N/A
N/A
Class PT2-21B
(3) $
12,494,081.95
N/A
N/A
N/A
Class PT2-22A
(2) $
13,324,773.31
Class
PT2-IO-22
N/A
N/A
Class PT2-22B
(3) $
13,324,773.31
N/A
N/A
N/A
Class PT2-23A
(2) $
12,524,924.40
Class
PT2-IO-23
N/A
N/A
Class PT2-23B
(3) $
12,524,924.40
N/A
N/A
N/A
Class PT2-24A
(2) $
10,899,268.24
Class
PT2-IO-24
N/A
N/A
Class PT2-24B
(3) $
10,899,268.24
N/A
N/A
N/A
Class PT2-25A
(2)
$
8,667,399.67
Class
PT2-IO-25
N/A
N/A
Class PT2-25B
(3) $
8,667,399.67
N/A
N/A
N/A
Class PT2-26A
(2) $
7,343,797.39
Class
PT2-IO-26
N/A
N/A
Class PT2-26B
(3) $
7,343,797.39
N/A
N/A
N/A
Class PT2-27A
(2) $
5,948,825.10
Class
PT2-IO-27
N/A
N/A
Class PT2-27B
(3) $
5,948,825.10
N/A
N/A
N/A
Class PT2-28A
(2) $
5,399,018.34
Class
PT2-IO-28
N/A
N/A
Class PT2-28B
(3) $
5,399,018.34
N/A
N/A
N/A
Class PT2-29A
(2) $
5,118,799.12
Class
PT2-IO-29
N/A
N/A
Class PT2-29B
(3) $
5,118,799.12
N/A
N/A
N/A
Class PT2-30A
(2) $
4,853,694.07
Class
PT2-IO-30
N/A
N/A
Class PT2-30B
(3) $
4,853,694.07
N/A
N/A
N/A
Class PT2-31A
(2) $
4,603,166.20
Class
PT2-IO-31
N/A
N/A
Class PT2-31B
(3) $
4,603,166.20
N/A
N/A
N/A
Class PT2-32A
(2) $
4,366,351.56
Class
PT2-IO-32
N/A
N/A
Class PT2-32B
(3) $
4,366,351.56
N/A
N/A
N/A
Class PT2-33A
(2) $
4,142,358.33
Class
PT2-IO-33
N/A
N/A
Class PT2-33B
(3) $
4,142,358.33
N/A
N/A
N/A
Class PT2-34A
(2) $
1,290,185.89
Class
PT2-IO-34
N/A
N/A
Class PT2-34B
(3) $
1,290,185.89
N/A
N/A
N/A
Class PT2-35A
(2) $
563,341.83 Class
PT2-IO-35
N/A
N/A
Class PT2-35B
(3) $
563,341.83
N/A
N/A
N/A
Class PT2-36A
(2) $
2,861,379.29
Class
PT2-IO-36
N/A
N/A
Class PT2-36B
(3) $
2,861,379.29
N/A
N/A
N/A
Class PT2-37A
(2) $
2,717,346.82
Class
PT2-IO-37
N/A
N/A
Class PT2-37B
(3) $
2,717,346.82
N/A
N/A
N/A
Class PT2-38A
(2) $
2,580,764.93
Class
PT2-IO-38
N/A
N/A
Class PT2-38B
(3) $
2,580,764.93
N/A
N/A
N/A
Class PT2-39A
(2) $
2,451,657.01
Class
PT2-IO-39
N/A
N/A
Class PT2-39B
(3) $
2,451,657.01
N/A
N/A
N/A
Class PT2-40A
(2) $
2,329,372.61
Class
PT2-IO-40
N/A
N/A
Class PT2-40B
(3) $
2,329,372.61
N/A
N/A
N/A
Class PT2-41A
(2) $
2,213,606.16
Class
PT2-IO-41
N/A
N/A
Class PT2-41B
(3) $
2,213,606.16
N/A
N/A
N/A
Class PT2-42A
(2) $
2,103,952.57
Class
PT2-IO-42
N/A
N/A
Class PT2-42B
(3) $
2,103,952.57
N/A
N/A
N/A
Class PT2-43A
(2) $
2,000,068.93
Class
PT2-IO-43
N/A
N/A
Class PT2-43B
(3) $
2,000,068.93
N/A
N/A
N/A
Class PT2-44A
(2) $
1,901,625.80
Class
PT2-IO-44
N/A
N/A
Class PT2-44B
(3) $
1,901,625.80
N/A
N/A
N/A
Class PT2-45A
(2) $
1,808,344.97
Class
PT2-IO-45
N/A
N/A
Class PT2-45B
(3) $
1,808,344.97
N/A
N/A
N/A
Class PT2-46A
(2) $
1,719,919.39
Class
PT2-IO-46
N/A
N/A
Class PT2-46B
(3) $
1,719,919.39
N/A
N/A
N/A
Class PT2-47A
(2) $
1,636,108.18
Class
PT2-IO-47
N/A
N/A
Class PT2-47B
(3) $
1,636,108.18
N/A
N/A
N/A
Class PT2-48A
(2) $
1,556,647.08
Class
PT2-IO-48
N/A
N/A
Class PT2-48B
(3) $
1,556,647.08
N/A
N/A
N/A
Class PT2-49A
(2) $
1,481,298.21
Class
PT2-IO-49
N/A
N/A
Class PT2-49B
(3) $
1,481,298.21
N/A
N/A
N/A
Class PT2-50A
(2) $
1,409,837.13
Class
PT2-IO-50
N/A
N/A
Class PT2-50B
(3) $
1,409,837.13
N/A
N/A
N/A
Class PT2-51A
(2) $
1,342,052.80
Class
PT2-IO-51
N/A
N/A
Class PT2-51B
(3) $
1,342,052.80
N/A
N/A
N/A
Class PT2-52A
(2) $
1,277,746.19
Class
PT2-IO-52
N/A
N/A
Class PT2-52B
(3) $
1,277,746.19
N/A
N/A
N/A
Class PT2-53A
(2) $
1,216,728.15
Class
PT2-IO-53
N/A
N/A
Class PT2-53B
(3) $
1,216,728.15
N/A
N/A
N/A
Class PT2-54A
(2) $
1,158,822.54
Class
PT2-IO-54
N/A
N/A
Class PT2-54B
(3) $
1,158,822.54
N/A
N/A
N/A
Class PT2-55A
(2) $
1,103,943.23
Class
PT2-IO-55
N/A
N/A
Class PT2-55B
(3) $
1,103,943.23
N/A
N/A
N/A
Class PT2-56A
(2) $
1,052,592.89
Class
PT2-IO-56
N/A
N/A
Class PT2-56B
(3) $
1,052,592.89
N/A
N/A
N/A
Class PT2-57A
(2) $
1,003,573.13
Class
PT2-IO-57
N/A
N/A
Class PT2-57B
(3) $ 1,003,573.13
N/A
N/A
N/A
Class PT2-58A
(2) $
956,631.13 Class
PT2-IO-58
N/A
N/A
Class PT2-58B
(3) $
956,631.13
N/A
N/A
N/A
Class PT2-59A
(2) $
20,891,190.37
Class
PT2-IO-59
N/A
N/A
Class PT2-59B
(3) $
20,891,190.37
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-2A
December 2006
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-3A
January 2007
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-4A
February 2007
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-5A
March 2007
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-6A
April 2007
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-7A
May 2007
Class PT2-IO-8
(4)
(4)
N/A
Class PT1-8A
June 2007
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-9A
July 2007
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-10A
August 2007
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-11A
September 2007
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-12A
October 2007
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-13A
November 2007
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-14A
December 2007
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-15A
January 2008
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-16A
February 2008
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-17A
March 2008
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-18A
April 2008
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-19A
May 2008
Class PT2-IO-20
(4)
(4)
N/A
Class PT1-20A
June 2008
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-21A
July 2008
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-22A
August 2008
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-23A
September 2008
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-24A
October 2008
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-25A
November 2008
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-26A
December
2008
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-27A
January 2009
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-28A
February 2009
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-29A
March 2009
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-30A
April 2009
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-31A
May 2009
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-32A
June 2009
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-33A
July 2009
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-34A
August 2009
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-35A
November 2009
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-36A
December 2009
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-37A
January 2010
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-38A
February 2010
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-39A
March 2010
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-40A
April 2010
Class PT2-IO-41
(4)
(4)
N/A
Class PT1-41A
May 2010
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-42A
June 2010
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-43A
July 2010
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-44A
August 2010
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-45A
September 2010
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-46A
October 2010
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-47A
November 2010
Class PT2-IO-48
(4)
(4)
N/A
Class PT1-48A
December 2010
Class PT2-IO-49
(4)
(4)
N/A
Class PT1-49A
January 2011
Class PT2-IO-50
(4)
(4)
N/A
Class PT1-50A
February 2011
Class PT2-IO-51
(4)
(4)
N/A
Class PT1-51A
March 2011
Class PT2-IO-52
(4)
(4)
N/A
Class PT1-52A
April 2011
Class PT2-IO-53
(4)
(4)
N/A
Class PT1-53A
May 2011
Class PT2-IO-54
(4)
(4)
N/A
Class PT1-54A
June 2011
Class PT2-IO-55
(4)
(4)
N/A
Class PT1-55A
July 2011
Class PT2-IO-56
(4)
(4)
N/A
Class PT1-56A
August 2011
Class PT2-IO-57
(4)
(4)
N/A
Class PT1-57A
September 2011
Class PT2-IO-58
(4)
(4)
N/A
Class PT1-58A
October 2011
Class PT2-IO-59
(4)
(4)
N/A
Class PT1-59A
November 2011
Class PT2-CE2
(5)
(5)
N/A
N/A
N/A
Class PT2-R
(6)
(6)
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
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 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-2 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 Corresponding
Scheduled
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest shall
not accrue interest.
(5) This
Pooling-Tier REMIC-2 Regular Interest is an interest-only
interest
and does
not have a Pooling-Tier REMIC-2 Principal Amount. On each
Distribution Date, this Pooling-Tier REMIC-2 Regular Interest shall
be
entitled
to receive all interest distributable on the Class PT1-CE2
Interest.
(6) 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 shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO and Class PT2-CE2 Interests) with
the lowest
numerical designation (other than the Class PT2-1 Interest) such
that, at all
times, the aggregate Pooling-Tier Principal Amount of such
Pooling-Tier REMIC-2
Regular Interests equals the aggregate Class Certificate Balance of
the then
outstanding LIBOR Certificates and finally to the Class PT2-1
Interest until the
Pooling-Tier REMIC-2 Principal Amount of each such interest is
reduced to zero;
provided that, for Pooling-Tier REMIC-2 Regular Interests with the
same
numerical designation, 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 Certificates.
Corresponding
Initial Lower-
Upper-Tier
Lower-Tier Regular
Lower-Tier
Tier Principal
REMIC Regular
Interest
Interest Rate
Amount
Interest
------------------- -------------- -----------------------------
---------------
Class LT-A-1
(1) 1/2
initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-A-2
(1) 1/2
initial Class Certificate
A-2
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-A-3
(1) 1/2
initial Class Certificate
A-3
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-A-4
(1) 1/2
initial Class Certificate
A-4
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-1
(1) 1/2
initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-2
(1) 1/2
initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-3
(1) 1/2
initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-4
(1) 1/2
initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-5
(1) 1/2
initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-6
(1) 1/2
initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-7
(1) 1/2
initial Class Certificate
M-7
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-8
(1) 1/2
initial Class Certificate
M-8
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-M-9
(1) 1/2
initial Class Certificate
M-9
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-B-1
(1) 1/2
initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-B-2
(1) 1/2
initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-B-3
(1) 1/2
initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier REMIC Regular
interest
Class LT-Accrual
(1) 1/2 Pool
Principal Balance
N/A
plus 1/2 Overcollateralized
Amount, less the Initial
Lower-Tier Principal Amounts
of the Class LT-FX and
Class LT-FL interests
Class LT-FL
(2) 0.001%
aggregate Class
N/A
Certificate Balance of
Floating Rate Certificates(4)
Class LT-FX
(3) 0.001%
(aggregate Stated
N/A
Principal Balance of
Mortgage Loans minus
aggregate Class Certificate
Balance of Floating Rate
Certificates)(4)
Class LT-IO
(5) (5)
N/A
Class LT-CE2
(6) (6)
N/A
Class LT-R
(7) (7)
N/A
-----------------------------
(1) The interest
rate with respect to any Distribution Date for these
interests
is 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 and Class
PT-CE2
Interests).
(2) The interest
rate with respect to any Distribution Date for the Class
LT-FL Interest is a
per annum variable rate (expressed as a percentage
rounded to
eight decimal places) equal to the weighted average of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests
(other than the Class PT2-1 and Class PT2-CE2 Interests and the
Pooling-Tier REMIC-2 IO Interests).
(3) The interest
rate with respect to any Distribution Date for the Class
LT-FX
Interest is a per annum variable rate (expressed as a
percentage
rounded to
eight decimal places) equal to the Pooling-Tier REMIC-2
Interest
Rate of the Class PT2-1 Interest.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of this
Lower-Tier
Regular Interest shall be rounded to eight decimal places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier 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.
(6) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Class PT2-CE2 Interest.
(7) The Class
LT-R Interest does not have a principal amount or an interest
rate.
Each Lower-Tier 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-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class
LT-M-4, Class
LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8, Class LT-M-9,
Class LT-B-1,
Class LT-B-2 and Class LT-B-3 Interests are hereby designated the
LT-Accretion
Directed Classes (the "LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
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
Overcollateralized
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
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, Class LT-FL Interest and
Class LT-FX
Interest (and further allocated among these Lower-Tier Regular
Interests in the
manner described below), 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 CE-1 Interest that result in the reduction in the
Overcollateralized
Amount shall be allocated to the Class LT-Accrual Interest (until
paid in full).
Realized Losses shall be applied so that after all distributions
have been made
on each Distribution Date (i) the Lower-Tier Principal Amount of
each of the
LT-Accretion Directed Classes is equal to 50% of the Class
Certificate Balance
of their Corresponding Class, and (ii) the Class LT-Accrual
Interest, Class
LT-FL Interest and Class LT-FX Interest (and further allocated
among these
Lower-Tier Regular Interests in the manner described below) is
equal to 50% of
the aggregate Stated Principal Balance of the Mortgage Loans plus
50% of the
Overcollateralized Amount. Any increase in the Class Certificate
Balance of a
Class of Principal Certificates as a result of a Subsequent
Recovery shall
increase the Lower-Tier Principal Amount of the Corresponding
Lower-Tier Regular
Interest by 50% of such increase, and the remaining 50% of such
increase shall
increase the Lower-Tier Principal Amount of the Class LT-Accrual
Interest. As
among the Class LT-Accrual Interest, Class LT-FL Interest and the
Class LT-FX
Interest, all payments of scheduled principal and prepayments of
principal
generated by the Mortgage Loans, all Subsequent Recoveries and all
Realized
Losses allocable to such Lower-Tier Regular Interests shall be
allocated (i) to
the Class LT-FL Interest so that its Lower-Tier Principal Amount
(computed to at
least eight decimal places) is equal to 0.001% aggregate Class
Certificate
Balance of Floating Rate Certificates, (ii) to the Class LT-FX
Interest so that
its Lower-Tier Principal Amount (computed to at least eight decimal
places) is
equal to 0.001% of the aggregate Stated Principal Balance of
Mortgage Loans
minus the aggregate Class Certificate Balance of Floating Rate
Certificates and
(iii) the remainder to the Class LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following 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 Certificates.
Initial
Corresponding
Upper-Tier REMIC
Upper-Tier
Upper-Tier
Class of
Interest
Interest Rate Principal Amount
Certificates
--------------------- ----------------- ---------------------
----------------
Class A-1
(1)
$330,834,000
Class A-1
Class A-2
(1)
$72,092,000
Class A-2
Class A-3
(1)
$116,880,000
Class A-3
Class A-4
(1)
$82,496,000
Class A-4
Class M-1
(1)
$28,281,000
Class M-1
Class M-2
(1)
$22,930,000
Class M-2
Class M-3
(1)
$13,758,000
Class M-3
Class M-4
(1)
$11,848,000
Class M-4
Class M-5
(1)
$12,229,000
Class M-5
Class M-6
(1)
$9,554,000
Class M-6
Class M-7
(1)
$9,172,000
Class M-7
Class M-8
(1)
$8,790,000
Class M-8
Class M-9
(1)
$6,115,000
Class M-9
Class B-1
(1)
$13,376,000
Class B-1
Class B-2
(1)
$4,968,000
Class B-2
Class B-3
(1)
$7,644,000
Class B-3
Class UT-IO
(2)
(2)
N/A
Class UT-CE-1
(3)
(3)
N/A
Class UT-CE-2
(4)
(4)
N/A
Class UT-R
(5)
(5)
Class R
-----------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the Pass-Through Rate for the
Corresponding Class of Certificates (without reduction in the WAC
Cap, in
the case
of the LIBOR Certificates, for Swap Termination Payments).
(2) This
Upper-Tier Regular Interest is an interest-only interest and does
not
have an
Upper-Tier Principal Amount. On each Distribution Date, the
Class
UT-IO
Interest shall be entitled to receive all interest distributable
on
the Class
LT-IO Interest.
(3) The Class
UT-CE-1 Interest has an initial principal balance of
$13,376,172
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class
UT-CE-1
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO, Class LT-CE2, Class LT-FL and Class LT-FX
Interests)
as of the first day of the related Interest Accrual Period.
With
respect to any Interest Accrual Period, the Class UT-CE-1
Interest
shall bear
interest at a rate equal to the excess, if any, of the
Lower-Tier
Interest Rate for the Class LT-Accrual Interest over the
product of
(i) 2 and (ii) the weighted average of the Lower-Tier Interest
Rates of
the Lower-Tier REMIC Interests (other than the Class LT-IO,
Class
LT-CE2,
Class LT-FL and Class LT-FX Interests), where the Lower-Tier
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 UT-CE-1 Interest
shall be
deferred in an amount equal to any increase in the
Overcollateralized Amount on such Distribution Date. Such
deferred
interest
shall not itself bear interest.
(4) This
Upper-Tier Regular Interest is an interest-only interest and does
not
have an
Upper-Tier Principal Amount. On each Distribution Date, this
Upper-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Class LT-CE2 Interest.
(5) 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 UT-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.
Class B-1 REMIC
The Class B-1 REMIC shall issue the following classes of
interests.
The Class B-1 Certificates shall represent the regular interest in
the Class B-1
REMIC and the Class B1-R Interest shall represent the sole class of
residual
interest in the Class B-1 REMIC.
Class B-1 REMIC
Class B-1 REMIC
Designation
Interest Rate Principal
Amount
-------------------- ---------------- ----------------------
Class B-1 REMIC
(1)
(1)
Regular Interest
Class B1-R
(2)
(2)
------------
(1) The Class
B-1 REMIC shall issue one regular interest which shall be
represented by
the Class B-1 Certificates and shall be entitled to 100% of
all
amounts payable on the Class B-1 Interest issued by the
Upper-Tier
REMIC.
(2) The Class
B1-R Interest is the sole class of residual interest in the
Class B-1
REMIC and shall be represented by the Class R-X Certificates.
The Class
B1-R Interest does not have an interest rate or a principal
balance.
Class B-2 REMIC
The Class B-2 REMIC shall issue the following classes of
interests.
The Class B-2 Certificates shall represent the regular interest in
the Class B-2
REMIC and the Class B2-R Interest shall represent the sole class of
residual
interest in the Class B-2 REMIC.
Class B-2 REMIC
Class B-2 REMIC
Designation
Interest Rate Principal
Amount
-------------------- ---------------- ----------------------
Class B-2 REMIC
(1)
(1)
Regular Interest
Class B2-R
(2)
(2)
------------
(1) The Class
B-2 REMIC shall issue one regular interest which shall be
represented by the Class B-2 Certificates and shall be entitled to
100% of
all
amounts payable on the Class B-2 Interest issued by the
Upper-Tier
REMIC.
(2) The Class
B2-R Interest is the sole class of residual interest in the
Class B-2
REMIC and shall be represented by the Class R-X Certificates.
The Class
B2-R Interest does not have an interest rate or a principal
balance.
Class B-3 REMIC
The Class B-3 REMIC shall issue the following classes of
interests.
The Class B-3 Certificates shall represent the regular interest in
the Class B-3
REMIC and the Class B3-R Interest shall represent the sole class of
residual
interest in the Class B-3 REMIC.
Class B-3 REMIC
Class B-3 REMIC
Designation
Interest Rate Principal
Amount
-------------------- ---------------- ----------------------
Class B-3 REMIC
(1)
(1)
Regular Interest
Class B3-R
(2)
(2)
------------
(1) The Class B-3 REMIC shall issue one regular interest which
shall be
represented by
the Class B-3 Certificates and shall be entitled to 100% of
all amounts
payable on the Class B-3 Interest issued by the Upper-Tier
REMIC.
(2) The Class B3-R Interest is the sole class of residual interest
in the Class
B-3 REMIC and
shall be represented by the Class R-X Certificates. The Class
B3-R Interest
does not have an interest rate or a principal balance.
Class CE-1 REMIC
The Class CE-1 REMIC shall issue the following classes of
interests.
The Class CE-1 Interest and the Class IO Interest shall each
represent a regular
interest in the Class CE-1 REMIC and the Class R-X Certificates
shall represent
the Class CE1-R Interest, the sole class of residual interest in
the Class CE-1
REMIC.
Class CE-1
REMIC
Class CE-1 REMIC
Designation Interest Rate
Principal Amount
------------------------------- ----------------
-------------------
Class CE-1 Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class CE1-R Interest
(3)
(3)
------------
(1) The Class
CE-1 Interest has an initial principal balance equal to the
initial
principal balance of the Class UT-CE-1 Interest and is entitled
to
100% of the
interest and principal on the Class UT-CE-1 Interest on each
Distribution Date.
(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
100% of the interest distributable on the Class UT-IO Interest.
(3) The Class
CE1-R Interest does not have a principal balance or an interest
rate.
Class CE-2 REMIC
The Class CE-2 REMIC shall issue the following classes of
interests.
The Class CE-2 Certificates shall represent a regular interest in
the Class CE-2
REMIC and the Class R-X Certificates shall represent the Class
CE2-R Interest,
the sole class of residual interest in the Class CE-2 REMIC.
Class CE-2 REMIC
Class CE-2 REMIC
Designation Interest Rate
Principal Amount
------------------------------- ----------------
-------------------
Class CE-2 Certificates
(1)
(1)
Class CE2-R Interest
(2)
(2)
------------
(1) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class CE-2 Certificates shall be
entitled
to receive 100% of the interest distributable on the Class
UT-CE2
Interest.
(2) The Class
CE2-R Interest does not have a principal balance or an interest
rate.
Certificates
Class
Class Certificate
Class Designation Pass-Through Rate
Balance
----------------- -----------------
-----------------
Class A-1(3)
(1) $
330,834,000
Class A-2(3)
(1)
$
72,092,000
Class A-3(3)
(1) $
116,880,000
Class A-4(3)
(1) $
82,496,000
Class M-1(3)
(1) $
28,281,000
Class M-2(3)
(1) $
22,930,000
Class M-3(3)
(1) $
13,758,000
Class M-4(3)
(1) $
11,848,000
Class M-5(3)
(1) $
12,229,000
Class M-6(3)
(1) $
9,554,000
Class M-7(3)
(1) $
9,172,000
Class M-8(3)
(1) $
8,790,000
Class M-9(3)
(1) $
6,115,000
Class B-1(3)
(2) $
13,376,000
Class B-2(3)
(2)
$
4,968,000
Class B-3(3)
(2) $
7,644,000
Class CE-1
(4) $
0
Class CE-2
(5) $
0
Class R
(6) $
0
Class R-X
(7) $
0
------------
(1) Interest
will accrue during each Interest Accrual Period at a per annum
rate equal
to the least of (1) One-Month LIBOR plus the applicable
Pass-Through Margin, (2) the WAC Cap and (3) the Maximum Rate
Cap.
(2) Interest
will accrue during each Interest Accrual Period at a per annum
rate equal
to the least of (1) the applicable Fixed Rate, (2) the WAC Cap
and (3)
the Maximum Rate Cap.
(3) Each of
these Certificates will represent not only the ownership of a
regular
interest in the Corresponding REMIC but also the right to
receive
payments
from the Excess Reserve Fund Account and in the case of the
LIBOR
Certificates, the Supplemental Interest Trust. 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 Principal Certificates on any such Distribution
Date in
excess of
the amount distributable on the regular interest in the
Corresponding REMIC on such Distribution Date shall be treated as
having
been paid
from the Excess Reserve Fund Account or the Supplemental
Interest
Trust, as applicable, and any amount distributable on such
regular
interest on such Distribution Date in excess of the amount
distributable on the Principal Certificates on such Distribution
Date
shall be
treated as having been paid to the Supplemental Interest Trust,
all
pursuant to, and as further provided in, Section 8.13. The
Trustee
will treat
a Principal Certificateholder's right to receive payments from
the Excess
Reserve Fund Account and in the case of the LIBOR Certificates,
the
Supplemental Interest Trust, subject to the obligation to pay Class
IO
Shortfalls, as payments made pursuant to a notional principal
contract
with the
Class CE-1 Certificateholders.
(4) The Class
CE-1 Certificates will represent beneficial ownership of (i)
the
Class CE-1
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO Shortfalls, (iv) the Interest Rate Cap Agreement, (v)
amounts in
the Supplemental Interest Trust, including the Interest Rate
Swap
Agreement subject to the obligation to pay Net Swap Payments, to
pay
the LIBOR
Certificates their respective Basis Risk Carry Forward Amounts
and (vi)
amounts in the Excess Reserve Fund Account, subject to the
obligation
to make payments from the Excess Reserve Fund Account to the
Principal
Certificates in respect of Basis Risk Carry Forward Amounts.
For
federal
income tax purposes, the Trustee will treat a Class CE-1
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward
Amounts to the Principal Certificates from the Excess Reserve
Fund
Account
and, without duplication, to the LIBOR Certificates from the
Supplemental Interest Trust and the right to receive Class IO
Shortfalls
as
payments made pursuant to a notional principal contract between
the
Class CE-1
Certificateholders and each applicable Class of Principal
Certificates. Such rights of the Class CE-1 Certificateholders
and
Principal
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.
(5) The Class
CE2 Certificates represent ownership of the Class CE2 Interest.
(6) The Class R
Certificates do not have an interest rate. The Class R
Certificates represent ownership of the Class PT1-R Interest, the
Class
PT2-R
Interest, the Class LT-R Interest and the Class UT-R Interest.
(7) The Class
R-X Certificates do not have a principal balance or an interest
rate. The
Class R-X Certificates represent the residual interest in the
Class B-1
REMIC, Class B-2 REMIC, Class B-3 REMIC, Class CE-1 REMIC and
Class CE-2
REMIC.
The
minimum denomination for the Class A Certificates, will be
$25,000 with integral multiples of $1 in excess thereof and the
minimum
denomination for the Class M and Class B Certificates, will be
$25,000, except
that one Certificate in each Class may be issued in a different
amount. The
minimum denomination for each of the Class P, Class CE-1 and Class
CE-2
Certificates will be a 1% Percentage Interest in such Class, the
minimum
denomination for the Class R Certificates will be $50, and the
minimum
denomination for the Class R-X 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, Class A-3 and
Class A-4
Certificates.
Class B Certificates......... Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Delay Certificates........... Fixed-Rate Certificates.
ERISA-Restricted
Certificates............... The Class B-2, Class B-3, Class CE-1,
Class CE-2,
Class P, Class R and Class R-X Certificates; any
certificate with a rating below the lowest
applicable permitted rating under the
Underwriters' Exemption.
Fixed-Rate Certificates...... Class B Certificates.
LIBOR Certificates........... Class A Certificates and Class M
Certificates.
Non-Delay Certificates....... LIBOR Certificates.
Offered Certificates......... All Classes of Certificates other
than the
Private Certificates.
Physical Certificates........ The Class P, Class CE-1, Class
CE-2
Certificates and the Residual Certificates.
Principal Certificates....... The Fixed-Rate and LIBOR
Certificates.
Private Certificates......... Class B, Class P, Class CE-1, Class
CE-2 and
Residual Certificates.
Rating Agencies.............. Moody's, Fitch and DBRS.
Regular Certificates......... All Classes of Certificates other
than the
Residual Certificates.
Residual Certificates........ The Class R and Class R-X
Certificates.
Sequential Class M
Certificates Class
M-1,
Class M-2 and Class M-3 Certificates.
Subordinated Certificates.... Class M Certificates and Class B
Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement or in the Preliminary Statement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article. Unless otherwise specified,
interest on
the LIBOR Certificates will be calculated on the basis of the
actual number of
days in the related Interest Accrual Period and a 360-day year.
Interest on the
Fixed Rate Certificates and the Class CE-1 Certificates will be
calculated on
the basis of a 360-day year consisting of twelve 30-day months:
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 Trust Account and the
Excess
Reserve Fund Account. Each Account shall be an Eligible
Account.
Accrued Certificate Interest Distribution Amount: With respect
to
each Distribution Date and each Class of Certificates, an amount
equal to the
interest accrued at the applicable Pass-Through Rate during the
related Interest
Accrual Period on the Class Certificate Balance or Notional Amount
of such Class
immediately prior to such Distribution Date, reduced by such
Class's Interest
Percentage of Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls
for such Distribution Date allocated to such Certificates as
provided in Section
4.02 hereof.
Adjustable Rate Mortgage Loan: A Mortgage Loan which has a rate
at
which interest accrues that adjusts based on an Index plus a
related Gross
Margin, as set forth on and subject to the limitations in the
Mortgage Note.
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: As defined in Section 3.28 hereof.
Advance Facility Notice: As defined in Section 3.28 hereof.
Advance Financing Person: As defined in Section 3.28 hereof.
Advance Reimbursement Amounts: As defined in Section 3.28
hereof.
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.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
Principal 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 by the Seller 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 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 Overcollateralized Amount,
if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
Principal Certificates, as of any Distribution Date, the sum of (A)
if on such
Distribution Date the Pass-Through Rate for any Class of Principal
Certificates
is based upon the WAC Cap, the excess of (i) the amount of interest
such Class
of Certificates would otherwise be entitled to receive on such
Distribution Date
had such rate not been based upon the WAC Cap, up to but not
exceeding the
Maximum Rate Cap, for such Distribution Date, over (ii) the amount
of interest
payable on such Class of Certificates at the WAC 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 Pass-Through Rate for
such Class of
Certificates (without limiting that rate by the WAC Cap, up to but
not exceeding
the Maximum Rate Cap) 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 CE-1 Distributable Amount
(prior to any
reduction for (x) amounts paid to the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Payments 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, Texas, Illinois 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 Payment: With respect to the Interest Rate 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 Interest Rate Cap
Agreement.
Cap Provider: The Bank of New York, and its successors in
interest,
and any successor cap provider under any replacement Interest Rate
Cap
Agreement.
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 CE-1, Class CE-2, Class P or Residual
Certificates, on 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 (but not in excess
of the
Reimbursable Loss Amount for the applicable Class or Classes of
Certificates for
such Distribution Date). The Class CE-1, Class CE-2, Class P and
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.
Certification: As defined in Section 8.12(b).
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) 57.60% 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 the Overcollateralization Floor.
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 A-4 Certificates: All Certificates bearing the class
designation of "Class A-4".
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 Interest: The Upper-Tier Regular Interest held by the
Class B-1 REMIC and described in the Preliminary Statement and
related footnote
thereto.
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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
M-7
Certificates (after taking into account the distribution of the
Class M-7
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class M-8 Certificates (after taking
into account the
distribution of the Class M-8 Principal Distribution Amount for
such
Distribution Date), (H) the Class Certificate Balance of the Class
M-9
Certificates (after taking into account the distribution of the
Class M-9
Principal Distribution Amount for such Distribution Date) and (I)
the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
93.20% and (y)
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
the
Overcollateralization Floor.
Class B1-R Interest: The residual interest on the Class B-1
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B-1 REMIC: As described in the Preliminary Statement.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2".
Class B-2 Interest: The Upper-Tier Regular Interest held by the
Class B-2 REMIC and described in the Preliminary Statement and
related footnote
thereto.
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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
M-7
Certificates (after taking into account the distribution of the
Class M-7
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class M-8 Certificates (after taking
into account the
distribution of the Class M-8 Principal Distribution Amount for
such
Distribution Date), (H) the Class Certificate Balance of the Class
M-9
Certificates (after taking into account the distribution of the
Class M-9
Principal Distribution Amount for such Distribution Date), (I) 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 (J) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date, over (ii)
the lesser
of (A) the product of (x) 94.50% and (y) 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 the Overcollateralization Floor.
Class B2-R Interest: The residual interest on the Class B-2
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B-2 REMIC: As described in the Preliminary Statement.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".
Class B-3 Interest: The Upper-Tier Regular Interest held by the
Class B-3 REMIC and described in the Preliminary Statement and the
related
footnote thereto.
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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
M-7
Certificates (after taking into account the distribution of the
Class M-7
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class M-8 Certificates (after taking
into account the
distribution of the Class M-8 Principal Distribution Amount for
such
Distribution Date), (H) the Class Certificate Balance of the Class
M-9
Certificates (after taking into account the distribution of the
Class M-9
Principal Distribution Amount for such Distribution Date), (I) 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), (J) 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 (K)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
96.50% and (y)
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
the
Overcollateralization Floor.
Class B3-R Interest: The residual interest on the Class B-3
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B-3 REMIC: As described in the Preliminary Statement
Class CE-1 Certificates: All Certificates bearing the class
designation of "Class CE".
Class CE-1 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 CE-1 Interest (as set forth in the Preliminary
Statement)
and not applied as an Extra Principal Distribution Amount for 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
CE-1 Interest
which is distributable as an Overcollateralization Reduction
Amount, minus (iii)
the sum of (A) any amounts paid from the Excess Reserve Fund
Account or from the
Supplemental Interest Trust Account to pay Basis Risk Carry Forward
Amounts and
(B) any Defaulted Swap Termination Payment payable to the Swap
Provider.
Class CE-1 Interest: An uncertificated regular interest in the
Class
CE-1 REMIC held by the Trustee on behalf of the holders of the
Class CE-1
Certificates.
Class CE1-R Interest: The residual interest on the Class CE-1
REMIC,
as described in the Preliminary Statement and related footnote
thereto,
evidenced by the Class R-X Certificates.
Class CE-2 Certificates: All Certificates bearing the class
designation of "Class CE-2".
Class CE2-R Interest: The residual interest on the Class CE-2
REMIC,
as described in the Preliminary Statement and related footnote
thereto,
evidenced by the Class R-X Certificates.
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: An uncertificated regular interest in the
Class
CE-1 REMIC held by the Trustee on behalf of the holders of the
Class CE-1
Certificates.
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 CE-1 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 CE-1
Interest and 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 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) the product of (x)
77.70% and (y)
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
the
Overcollateralization Floor.
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) the product of (x) 80.90% and (y) 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 the Overcollateralization Floor.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6".
Class M-6 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) and (E)
the Class
Certificate Balance of the Class M-6 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
83.40% and (y)
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
the
Overcollateralization Floor.
Class M-7 Certificates: All Certificates bearing the class
designation of "Class M-7".
Class M-7 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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date) and (F) the Class Certificate Balance of the
Class M-7
Certificates immediately prior to such Distribution Date, over (ii)
the lesser
of (A) the product of (x) 85.80% and (y) 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 the Overcollateralization Floor.
Class M-8 Certificates: All Certificates bearing the class
designation of "Class M-8".
Class M-8 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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
M-7
Certificates (after taking into account the distribution of the
Class M-7
Principal Distribution Amount for such Distribution Date) and (G)
the Class
Certificate Balance of the Class M-8 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
88.10% and (y)
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
the
Overcollateralization Floor.
Class M-9 Certificates: All Certificates bearing the class
designation of "Class M-9".
Class M-9 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 M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
M-7
Certificates (after taking into account the distribution of the
Class M-7
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class M-8 Certificates (after taking
into account the
distribution of the Class M-8 Principal Distribution Amount for
such
Distribution Date) and (H) the Class Certificate Balance of the
Class M-9
Certificates immediately prior to such Distribution Date, over (ii)
the lesser
of (A) the product of (x) 89.70% and (y) 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 the Overcollateralization Floor.
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 Certificates: All Certificates bearing the class
designation
of "Class R".
Class R-X Certificates: All certificates bearing the class
designator of "Class R-X."
Class UT-IO Interest: A regular interest in the Upper-Tier REMIC
as
described in the Preliminary Statement and the related footnote
thereto.
Class UT-CE-1 Interest: A regular interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class UT-CE-2 Interest: A regular interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Closing Date: December 7, 2006.
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) 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
Seller, or
(ii) in the case of a refinancing, the lesser of (A) the appraised
value of the
Mortgaged property at the time of the refinancing or (B) the
appraised value
determined by a review appraisal conducted by the Seller.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount of the Prepayment Interest Shortfall, if any, for such
Distribution
Date, with respect to any voluntary Principal Prepayments in Full
(excluding any
payments made upon liquidation of any Mortgage Loan), and (b)
one-half of the
Servicing Fee for such Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Corporate Trust Office: The designated office of the Trustee 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 135 S. LaSalle Street, Suite 1511, Chicago,
Illinois
60603, Attention: Global Securities and Trust Services, C-BASS
2006- CB9, or at
such other address as the Trustee may designate from time to time
by notice to
the Certificateholders, the Depositor, the Seller and the
Servicer.
Corresponding Class and Corresponding REMIC: The class of
interests
in any Trust REMIC created under this Agreement that corresponds to
the Class of
interests in another Trust REMIC or to a Class of Certificates, the
Class CE-1
Interest or the Class CE-2 Certificates in the manner set out
below:
Corresponding
Corresponding
Corresponding
Class of
Lower-Tier REMIC Upper-Tier REMIC
Certificates or
Corresponding
Class Designation Regular Interest
Interest
REMIC
----------------- ----------------
---------------
----------------
Class LT-A-1
Class A-1
Class A-1
Upper-Tier
Class LT-A-2
Class A-2
Class A-2
Upper-Tier
Class LT-A-3
Class A-3
Class A-3
Upper-Tier
Class LT-A-4
Class A-4
Class A-4
Upper-Tier
Class LT-M-1
Class M-1
Class M-1
Upper-Tier
Class LT-M-2
Class M-2
Class M-2
Upper-Tier
Class LT-M-3
Class M-3
Class M-3
Upper-Tier
Class LT-M-4
Class M-4
Class M-4
Upper-Tier
Class LT-M-5
Class M-5
Class M-5
Upper-Tier
Class LT-M-6
Class M-6
Class M-6
Upper-Tier
Class LT-M-7
Class M-7
Class M-7
Upper-Tier
Class LT-M-8
Class M-8 Class M-8
Upper-Tier
Class LT-M-9
Class M-9
Class M-9
Upper-Tier
Class LT-B-1
Class B-1
Class B-1 Class B-1
REMIC
Class LT-B-2
Class B-2
Class B-2 Class B-2
REMIC
Class LT-B-3
Class B-3
Class B-3 Class B-3
REMIC
N/A
Class UT-CE-1
Class CE-1 Class CE-1
REMIC
Class LT-CE-2
Class UT-CE-2
Class CE-2 Class CE-2
REMIC
Class LT-IO
Class UT-IO
Class CE-1
Class CE-1 REMIC
Corresponding Pooling-Tier REMIC-2 IO Interests: As described in
the
Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
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.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate
amount of
Realized Losses incurred since the Cut-off Date through the last
day of the
related Prepayment Period, divided by (y) the Cut-off Date Pool
Principal
Balance, exceeds the applicable Cumulative Loss Percentages set
forth below with
respect to such Distribution Date:
Distribution Date
Occurring In
Loss Percentage
--------------------------------
--------------------------------------
December 2008 through November 1.25% for the first
month, plus an
2009
additional 1/12th of 1.60% for each
month thereafter
December 2009 through November 2.85% for the first
month, plus an
2010
additional 1/12th of 1.65% for each
month
thereafter
December 2010 through November 4.50% for the first
month, plus an
2011
additional 1/12th of 1.30% for each
month thereafter
December 2011 through November 5.80% for the first
month, plus an
2012
additional 1/12th of 0.80% for each
month thereafter
December 2012 through November 6.60% for the first
month, plus an
2013
additional 1/12th of 0.05% for each
month thereafter
December 2013 and thereafter 6.65%
Custodial Agreement: The Custodial Agreement, dated as of
November
1, 2006, among the Trustee, the Servicer and the Custodian, as the
same may be
amended or supplemented pursuant to the terms thereof, a copy of
which is
attached hereto as Exhibit R.
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee or the Custodian consisting of items in
Section
2.01(a)(i)-(vi).
Custodian: The Bank of New York, a New York banking corporation,
or
any successor custodian appointed pursuant to the terms of the
Custodial
Agreement.
Cut-off Date: November 1, 2006.
Cut-off Date Pool Principal Balance: The aggregate of the
Cut-off
Date Balances of all Mortgage Loans.
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 Seller
to the
Depositor pursuant to the Purchase Agreement: (1) the Seller'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) a
code indicating the documentation style (i.e., full, asset
verification, income
verification and no documentation); (28) the credit risk score
(FICO score);
(29) the loan credit grade classification (as described in the
underwriting
guidelines); (30) the Mortgage Rate at origination; (31) the
Mortgage Rate as of
the Cut-off Date; (32) the value of the Mortgaged Property; (33) a
code
indicating the term and amount of Prepayment Charges applicable to
such Mortgage
Loan (including any prepayment penalty term), if any; (34) 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; (35) a code indicating the documentation style, as
required by
Standard & Poor's criteria; (36) asset verification (Y/N); (37)
the date of
origination; (38) a code indicating whether the Mortgage Loan is a
Balloon Loan;
(39) the Due Date for the first Scheduled Payment; (40) the
original Scheduled
Payment due; (41) the debt-to-income ratio with respect to the
Mortgage Loan;
(42) the Mortgage Rate calculation method (i.e., 30/360, simple
interest,
other); (43) a code indicating whether the Mortgage Loan is a Home
Loan; (44)
appraisal verification (Y/N); (45) type of appraisal verification,
if any; and
(46) with respect to Second-Lien Mortgage Loans, the outstanding
principal
balance of the superior lien at origination. 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.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Supplemental Interest 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.
Delinquent: With respect to any Mortgage Loan, means any
monthly
payment that is due on a Due Date that is not made by the close of
business on
the next scheduled Due Date for that Mortgage Loan.
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
balances 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 41.86% 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: GS Mortgage Securities Corp., a Delaware corporation,
and
its successors in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, 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 R-1 by DBRS
(to the extent rated by DBRS).
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
16th
day (or if such day is not a Business Day, the immediately
following 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 clause (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 "LaSalle
Bank National
Association in trust for registered holders of C-BASS Trust
2006-CB9
Mortgage-Pass Through Certificates, Series 2006-CB9". Funds in the
Distribution
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such day is not a
Business Day, the
next succeeding Business Day, commencing in December 2006.
Distribution Information: The items calculated and reported by
the
Trustee pursuant to Section 4.03(a) (i)-(iv), (vi) (with respect to
the
Trustee's Fee), (vii), (xii), (xiv)-(xvi), (xviii)-(xxv), (xiii)
(only with
respect to the Excess Reserve Fund), (xxviii) with respect to the
pool factor
and any other information included in the Monthly Statement
aggregated or
calculated by the Trustee from (a) information contained in the
Servicer
Remittance Report or (b) other information furnished to the Trustee
by the
Servicer pursuant to Section 4.03.
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 "LaSalle Bank National Association in trust for
registered holders of
C-BASS Trust 2006-CB9 Mortgage-Pass Through Certificates, Series
2006-CB9".
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 Overcollateralized Amount: With respect to any
Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on
such
Distribution Date over (b) the Specified Overcollateralized Amount
for such
Distribution Date.
Excess Servicing Fee: As defined in Section 4.02(c).
Excess Special Hazard Loss: As defined in Section 4.05.
Exchange Act: As defined in Section 8.12(a).
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 Overcollateralization 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 Seller 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 LIBOR Certificates, Fixed Rate Certificates
and the Class
P Certificates is the Distribution Date occurring in November 2036
and for the
Class CE-1 Certificates, the Class CE-2 Certificates and the
Residual
Certificates is the Distribution Date occurring in November
2046.
First-Lien Mortgage Loan: A Mortgage Loan secured by a
first-lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., and its successors in interest. 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 - C-BASS
Trust 2006-CB9, or such other address as Fitch may hereafter
furnish to the
Depositor, the Trustee and the Servicer.
Fixed Rate: With respect to the Class B Certificates, 7.000%;
or
7.500%, commencing with the first Distribution Date after the
Optional
Termination Date and for each Distribution Date thereafter.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
40-Year Trigger Event: If on the 241st Distribution Date or any
Distribution Date thereafter, (i) the aggregate Stated Principal
Balance of the
Mortgage Loans with 40-year original terms to maturity, exceeds
(ii) the actual
Overcollateralized Amount for such Distribution Date (after giving
effect to
principal distributions on such Distribution Date other than
principal
distributions resulting from this event).
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, (b) classified as a "high cost
home,"
"threshold," "covered," "high risk home," or "predatory" loan under
any other
applicable federal, state 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 (c) 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.
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 any Distribution Date
and
(i) with respect to the LIBOR Certificates and the Corresponding
Class of
Lower-Tier Regular Interests and Corresponding Class in the
Corresponding REMIC,
the period from the preceding Distribution Date to the day prior to
the current
Distribution Date (or, in the case of the first Distribution Date,
the period
from the Closing Date through December 25, 2006) and calculations
of interest
will be made on the basis of the actual number of days in the
Interest Accrual
Period and on a 360-day year, and (ii) with respect to the Fixed
Rate
Certificates and the Corresponding Class of Lower-Tier Regular
Interests and
Corresponding Class in the Corresponding REMIC, each other
Lower-Tier Regular
Interest, the Class CE-1 Interest, the Class IO Interest, the Class
UT-IO
Interest, the Class UT-CE-1 Interest, the Class UT-CE-2 Interest,
each
Pooling-Tier REMIC 1 Regular Interest and Pooling-Tier REMIC 2
Regular Interest,
the Class P Certificates, the Class CE-1 Certificates and the Class
CE-2
Certificates, the calendar month immediately preceding the month in
which such
Distribution Date occurs, and calculations of interest will be made
on the basis
of a 360-day year assumed to consist of twelve 30-day months.
Interest Percentage: With respect to any Class of Certificates
and
the Class CE-1 Regular Interest and any Distribution Date, the
ratio (expressed
as a decimal carried to six places) of the Accrued Certificate
Interest for such
Class to the sum of the Accrued Certificate Interest for all
Classes, in each
case with respect to such Distribution Date.
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 Agreement: The interest rate cap agreement,
dated
as of December 7, 2006, between the Cap Provider and the Trustee,
on behalf of
the Trust, and the related confirmation, dated December 7, 2006, or
any other
cap agreement (including any related schedules) entered into, a
copy of which is
attached hereto as Exhibit Q.
Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of December 7, 2006, and the related confirmation, dated
December 7,
2006, between the Swap Provider and the Trustee, on behalf of the
Trust or any
swap agreement (including any related schedules) entered into, a
copy of which
is attached hereto as Exhibit Q.
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans, that portion of Available Funds
attributable to interest
received or advanced with respect to the Mortgage Loans, net of the
applicable
fees payable to the Servicer and Trustee for such Distribution
Date, 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).
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.
Litton: Litton Loan Servicing LP, a Delaware limited
partnership.
Litton Servicing Fee: For so long as Litton is servicing the
Mortgage Loans, a per annum rate equal to 0.15%.
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 Seller, or
(b) in the
case of a refinancing, the lesser of (i) the appraised value of the
Mortgaged
Property at the time of the refinancing or (ii) the appraised value
determined
by a review appraisal conducted by the Seller.
London
Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.
Lower-Tier Interest Rate: As described in the Preliminary
Statement.
Lower-Tier 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 Regular Interest: Each of the Class LT-A-1, Class
LT-A-2,
Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class
LT-M-3, Class
LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8,
Class LT-M-9,
Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-IO, Class
LT-CE2, Class
LT-FL, Class LT-FX and Class LT-Accrual Interests as described in
the
Preliminary Statement.
Lower-Tier REMIC: As described in the Preliminary Statement.
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.
Maximum Rate Cap: A per annum rate equal to the product of (i)
with
respect to the LIBOR Certificates, 30 divided by the actual number
of days in
the applicable Interest Accrual Period and with respect to the
Fixed Rate
Certificates, 1, and (ii) (A) the weighted average of the maximum
lifetime
interest rate on the Adjustable Rate Mortgage Loans and the
interest rate on the
Fixed Rate Mortgage Loans in effect on the beginning of the related
Due Period
(in each case, less the Expense Fee Rate) (B) plus, solely with
respect to
calculating the Maximum Rate Cap for the LIBOR Certificates, Net
Swap Receipts,
if any, for that Distribution Date, and Swap Termination Payments
owed to the
Trust, if any, for that Distribution Date, divided by the Class
Certificate
Balance of the LIBOR Certificates at the beginning of the related
Due Period
multiplied by 12.
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 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 referred to as Schedule I, such schedule setting
forth the Data
Tape Information with respect to 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 subsection 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 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) made 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
Supplement Interest 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 first full paragraph of Section
4.06 that is
required under that paragraph to be treated as a Net Swap Receipt
for purposes
of determining the distributions from the Supplemental Interest
Trust.
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 or Subservicer with responsibility for the servicing of
the Mortgage
Loans whose name is 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; 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.
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.
Overcollateralized 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 Principal Certificates as of such Distribution Date (after
giving effect
to the payment of the Principal Remittance Amount on such
Certificates on such
Distribution Date).
Overcollateralization Deficiency: With respect to any
Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized
Amount
applicable to such Distribution Date over (b) the
Overcollateralized Amount
applicable to such Distribution Date.
Overcollateralization Floor: With respect to any Distribution
Date,
0.50% of the aggregate Stated Principal Balance of the Mortgage
Loan as of the
Cut-off Date.
Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Net Monthly Excess Cash
Flow.
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 Certificates,
0.060%; Class
A-2 Certificates, 0.110%; Class A-3 Certificates, 0.150%; Class
A-4
Certificates, 0.230%; Class M-1 Certificates, 0.250%; Class M-2
Certificates,
0.320%; Class M-3 Certificates, 0.340%; Class M-4 Certificates,
0.390%; Class
M-5 Certificates, 0.550%; Class M-6 Certificates, 0.750%; Class
M-7
Certificates, 0.940%; Class M-8 Certificates, 1.960% and Class M-9
Certificates,
2.500%; provided, however that commencing with the first
Distribution Date after
the Optional Termination Date and for each Distribution Date
thereafter, the
Pass-Through Margins shall be the following percentages: Class A-1
Certificates,
0.120%; Class A-2 Certificates, 0.220%; Class A-3 Certificates,
0.300%; Class
A-4 Certificates, 0.460%; Class M-1 Certificates, 0.375%; Class
M-2
Certificates, 0.480%; Class M-3 Certificates, 0.510%; Class M-4
Certificates,
0.585%; Class M-5 Certificates, 0.825%; Class M-6 Certificates,
1.125%; Class
M-7 Certificates, 1.410%; Class M-8 Certificates, 2.940% and Class
M-9
Certificates, 3.750%.
Pass-Through Rate: For each Class of Certificates, each Class
of
Upper-Tier Regular Interest and each Class of Lower-Tier 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 and P-1 by Moody's;
(iii) repurchase obligations with respect to any security
described
in clause
(i) above entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are
issued by
any corporation incorporated under the laws of the United
States
of America
or any state thereof and that are rated by 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 S&P 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 or 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
(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 Interest Rate: As specified in the Preliminary
Statement.
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 WAC Rate: As of any Distribution Date, a
per
annum rate equal to (a) the weighted average of the Mortgage
Interest Rates for
each Mortgage Loan (in each case, less than the applicable Expense
Fee Rate)
then in effect on the beginning of the related Due Period on such
Mortgage
Loans, multiplied by (b) 30 divided by the actual number of days in
the related
Interest Accrual Period.
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 Remittance Date,
for
each Mortgage Loan that was the subject of a Principal Prepayment
in Full during
the portion of the related Prepayment Period occurring between the
first day of
the calendar month in which such Remittance Date occurs and the
last day of the
related Prepayment Period, an amount equal to interest (to the
extent received)
at the applicable net mortgage interest rate on the amount of such
Principal
Prepayment for the number of days commencing on the first day of
the calendar
month in which such Remittance Date occurs and ending on the date
on which such
Principal Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan that was, during the
portion of the
related 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 and
any
Principal Prepayments 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 and including the Cut-off Date) to and including the 15th day
of the month
in which such Distribution Date occurs.
Principal Certificates: As specified in the Preliminary
Statement.
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 by the
Seller or the
Depositor that was repurchased on or prior to the related
Determination Date;
and (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).
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated December
6,
2006, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchaser: Credit-Based Asset Servicing and Securitization LLC,
a
Delaware limited liability company, and its successors in
interest.
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 either such Rating Agency may
hereafter furnish
to the Depositor 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.
Record Date: With respect to any Distribution Date for (i) the
LIBOR
Certificates, 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
and (ii) the
Fixed-Rate Certificates, the last Business Day of the month
preceding the month
in which such applicable Distribution Date occurs; provided,
however, that with
respect to the first Distribution Date, the Record Date shall be
the Closing
Date.
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 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
Reimbursable Loss Amount: With respect to any Class of
Subordinated
Certificates and as to any Distribution Date, the excess of (i) the
aggregate
amount of Applied Realized Loss Amounts allocated to such Class
pursuant to
Section 4.05 (other than as a result of Excess Special Hazard
Losses) over (ii)
the sum of (a) all amounts distributed to such Class pursuant to
Section
4.02(a)(iii) or Section 4.06(iv) in respect of Reimbursable 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 Recovery on all previous Distribution Dates.
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, no
later
than 12:30 p.m. Central Standard Time on the 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.
Replacement Swap Provider Payment: Any payments that have been
received by the Trust as a result of entering into a replacement
interest rate
swap agreement following an Additional Termination Event described
in Part 5(c)
of the Schedule to the Interest Rate Swap Agreement.
Reportable Event: As defined in Section 8.12(g).
Repurchase Price: With respect to any Mortgage Loan or REO
Property,
an amount equal to the sum of (i) the unpaid principal balance of
such Mortgage
Loan as of the date of repurchase, or, with respect to any REO
Property, its
fair market value determined in good faith by the Servicer, (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, (iv) all expenses
incurred by the
Trustee arising out of the Trustee's enforcement of the Seller's
repurchase
obligation hereunder and (v) any costs and damages incurred by the
Trust in
connection with any violation by such Mortgage Loan of any
predatory lending law
or abusive lending law.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian, 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 and also 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 in each case who shall have direct
responsibility for
the administration of this Agreement.
Rule 144A Letter: As defined in Section 5.02(b).
Sarbanes Certification: As defined in Section 8.12(b).
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.
Seller: Credit-Based Asset Servicing and Securitization LLC, a
Delaware limited liability company, and its successors in
interest.
Seller Mortgage Loan Purchase Agreement: The mortgage loan
purchase
agreement, dated as of November 1, 2006, between the Seller and the
Depositor.
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
Overcollateralized Amount (in each case after taking into account
the
distributions of the Principal Distribution Amount, including any
principal
payments on such Classes from the Supplemental Interest Trust, 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, 42.40%.
Sequential Class M Certificates: As specified in the
Preliminary
Statement.
Sequential Class M 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), and (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates immediately prior to such Distribution Date, over (ii)
the lesser
of (A) the product of (x) 74.60% and (y) 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 the Overcollateralization Floor.
Servicer: Litton Loan Servicing LP, a Delaware limited
partnership,
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 customary, reasonable "out-of-pocket"
costs
and expenses (including legal fees) incurred by the Servicer in the
performance
of its servicing obligations, including, but not limited to, the
cost of (i) the
preservation, restoration, inspection and protection of a Mortgaged
Property,
(ii) any enforcement 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, as such may be amended from time to time
a form of
which as of the Closing Date is listed on Exhibit N.
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. For so long as Litton is servicing the Mortgage Loans,
the Litton
Servicing Fee will be paid to Litton and the Excess Servicing Fee
will be paid
to the Holder of the Class CE-2 Certificates. 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 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 Trustee or the
Custodian in the
Custodial File and copies of the Mortgage Loan Documents set forth
in Exhibit K
hereto.
Servicing Officer: Any employee or officer of the Servicer
involved
in, or responsible for, the administration and servicing of the
Mortgage Loans
whose name appears 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 Rights Pledgee: One or more lenders, selected by the
Servicer, to which the Servicer may pledge and assign all of its
right, title
and interest in, to and under this Agreement pursuant to and as
provided in
Section 6.06, including JP Morgan Chase Bank, N.A., as the
representative of
certain lenders.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: With respect to any date of
determination, each Mortgage Loan with respect to which any portion
of a
Scheduled Payment is, as of the last day of the prior Due Period,
two months or
more Delinquent, each Mortgage Loan in foreclosure, each REO
Property and each
Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing
Date.
Special Hazard Losses: Realized Losses that result from direct
physical damage to Mortgaged Properties caused by natural disasters
and other
hazards (i) which are not covered by hazard insurance policies
(such as
earthquakes) and (ii) for which claims have been submitted and
rejected by the
related hazard insurer and any shortfall in insurance proceeds for
partial
damage due to the application of the co-insurance clauses contained
in hazard
insurance policies.
Specified Overcollateralized Amount: Prior to the Stepdown Date,
an
amount equal to 1.75% of the Cut-off Date Pool Principal Balance.
On and after
the Stepdown Date, an amount equal to 3.50% of the aggregate Stated
Principal
Balance of the Mortgage Loans for such Distribution Date, subject,
until the
Class Certificate Balance of each Class of Principal Certificates
has been
reduced to zero, to a minimum amount equal to the
Overcollateralization Floor;
provided, however, that if, on any Distribution Date, a Trigger
Event has
occurred, the Specified Overcollateralized Amount shall not be
reduced to the
applicable percentage of the then current aggregate Stated
Principal Balance of
the Mortgage Loans but will instead remain the same as the prior
period's
Specified Overcollateralized Amount until the Distribution Date on
which a
Trigger Event is no longer in effect; provided, further, that when
the Class
Certificate Balance of each Class of Principal Certificates has
been reduced to
zero, the Specified Overcollateralized Amount will thereafter equal
zero.
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 - C-BASS Trust 2006-CB9, or such other address as Standard
& Poor's may
hereafter furnish to the Depositor and the Servicer.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, in effect as of the Closing Date.
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 been liquidated 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 a Servicer, a Subservicer, the Trustee
or the
Custodian, 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
Mortgage Loans.
Subordinated Certificates: As specified in the Preliminary
Statement.
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
a
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 a
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
Seller
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 2.04.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Interest Trust: The corpus of a trust created
pursuant
to Section 4.06 of this Agreement, consisting of the Interest Rate
Swap
Agreement, the Interest Rate Cap 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.
Supplemental Interest Trust Account: The account of that name
created pursuant to Section 4.06 of this Agreement.
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: The Bank of New York and its successors in
interest,
and any successor swap provider under any replacement Interest Rate
Swap
Agreement.
Swap Termination Payment: Any payment payable by the
Supplemental
Interest 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 Class R or Class R-X
Certificates designated as "tax matters person" of each related
Trust REMIC, 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).
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) and less Net Swap Payments or
Swap
Termination Payments (other than Defaulted Swap Termination
Payments) required
to be paid to the Swap Provider from Available Funds, if any, for
such
Distribution Date over (ii) the sum of the amounts payable to the
Certificates
pursuant to Section 4.02(a)(i).
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 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
Interest Rate
Swap Agreement; (v) the Interest Rate Cap Agreement; (vi) the
Supplemental
Interest Trust; (vii) the Supplemental Interest Trust Account; and
(viii) all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of the Pooling-Tier REMIC 1, Pooling-Tier
REMIC-2,
the Lower-Tier REMIC, the Upper-Tier REMIC, the Class B-1 REMIC,
the Class B-2
REMIC, the Class B-3 REMIC, the Class CE-1 REMIC or the Class CE-2
REMIC, as
applicable.
Trustee: LaSalle Bank National 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
aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the
related Due
Period.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0012%
per
annum.
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.
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).
Upper-Tier Interest Rate: As described in the Preliminary
Statement.
Upper-Tier Regular Interest: As described in the Preliminary
Statement.
Upper-Tier REMIC: As described in the Preliminary Statement.
Upper-Tier REMIC Rate: 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
each of the
Class CE-1 Certificates, the Class CE-2 Certificates and the Class
P
Certificates (such Voting Rights to be allocated among the Holders
of
Certificates of each such Class in accordance with their respective
Percentage
Interests), and (b) 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.
WAC Cap: A per annum rate equal to the product of (i) with
respect
to the LIBOR Certificates, 30 divided by the actual number of days
in the
applicable Interest Accrual Period, and with respect to the Fixed
Rate
Certificates, 1, and (ii)(A) the weighted average of the interest
rates on the
Mortgage Loans (in each case, less the Expense Fee Rate) in effect
at the
beginning of the related Due Period on the mortgage loans, and
minus (B) solely
for the purposes of calculating the WAC Cap for the LIBOR
Certificates, Net Swap
Payments, if any, for that Distribution Date, and Swap Termination
Payments
(other than Defaulted Swap Termination Payments) owed to the Swap
Provider, if
any, for that Distribution Date, divided by the Class Certificate
Balance of the
LIBOR Certificates at the beginning of the related Due Period,
multiplied by 12.
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 Trustee,
solely on
behalf of the Supplemental Interest Trust, shall pay, without any
right of
reimbursement from the Trust, to the Cap Provider the "Fixed
Amount" (as defined
in the related Interest Rate Cap Agreement) due and payable to the
Cap Provider
pursuant to the terms of each Interest Rate Cap Agreement.
In connection with such transfer and assignment, the Seller, on
behalf of the Depositor, does hereby deliver or cause to be
delivered to, and
deposit with the Custodian, the following documents or instruments
with respect
to each Mortgage Loan (a "Mortgage File") so transferred and
assigned:
(i) the original Mortgage Note, endorsed either (A) in blank or
(B)
in the
following form: "Pay to the order of LaSalle Bank National
Association, as Trustee for the C-BASS Trust 2006-CB9 C-BASS
Mortgage Loan
Asset-Backed Certificates, Series 2006-CB9, without recourse," or
with
respect to
any lost Mortgage Note, an original Lost Note Affidavit,
together
with a copy of the related Mortgage Note;
(ii) the original Mortgage with evidence of recording thereon,
and
the original
recorded power of attorney, if the Mortgage was executed
pursuant
to a power of attorney, with evidence of recording thereon or,
if
such
Mortgage or power of attorney has been submitted for recording
but
has not
been returned from the applicable public recording office, has
been lost
or is not otherwise available, a copy of such Mortgage or power
of
attorney, as the case may be, certified to be a true and complete
copy
of the
original submitted for recording;
(iii) an original Assignment of Mortgage, in form and substance
acceptable
for recording. The Mortgage shall be assigned either (A) in
blank or
(B) to "LaSalle Bank National Association, as Trustee for the
C-BASS
Trust 2006-CB9 C-BASS Mortgage Loan Asset-Backed Certificates,
Series
2006-CB9, without recourse";
(iv) an original or a certified copy of any intervening
assignment
of
Mortgage showing a complete chain of assignments;
(v) the original or a certified copy of lender's title
insurance
policy;
and
(vi) the original or copies of each assumption, modification,
written
assurance or substitution agreement, if any.
If any of the documents referred to in Section 2.01(b)(ii), (iii)
or
(iv) above has as of the Closing Date been submitted for recording
but either
(x) has not been returned from the applicable public recording
office or (y) has
been lost or such public recording office has retained the original
of such
document, the obligations of the Seller to deliver such documents
shall be
deemed to be satisfied upon (1) delivery to the Custodian no later
than the
Closing Date, of a copy of each such document certified by the
Seller in the
case of (x) above or the applicable public recording office in the
case of (y)
above to be a true and complete copy of the original that was
submitted for
recording and (2) if such copy is certified by the Seller, delivery
to the
Custodian, promptly upon receipt thereof of either the original or
a copy of
such document certified by the applicable public recording office
to be a true
and complete copy of the original. The Seller shall deliver or
cause to be
delivered to the Custodian promptly upon receipt thereof any other
documents
constituting a part of a Mortgage File received with respect to any
Mortgage
Loan, including, but not limited to, any original documents
evidencing an
assumption or modification of any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File,
the Seller
shall have 120 days to cure such defect or 150 days following the
Closing Date,
in the case of missing Mortgages or Assignments or deliver such
missing document
to the Trustee or the Custodian. If the Seller does not cure such
defect or
deliver such missing document within such time period, and the
failure to cure
or deliver a missing document has a material adverse effect on
the
certificateholders, the Seller shall either repurchase or
substitute for such
Mortgage Loan in accordance with Section 2.03.
The Servicer shall cause the Assignments of Mortgage which were
delivered in blank to be completed and shall cause all Assignments
referred to
in Section 2.01(a)(iii) hereof and, to the extent necessary, in
Section
2.01(a)(iv) hereof to be recorded. The Servicer shall be required
to deliver
such assignments for recording within 30 days of the Closing Date.
The Servicer
shall furnish the Trustee, or its designated agent, with a copy of
each
Assignment of Mortgage submitted for recording. In the event that
any such
Assignment is lost or returned unrecorded because of a defect
therein, the
Servicer shall promptly have a substitute Assignment prepared or
have such
defect cured, as the case may be, and thereafter cause each such
Assignment to
be duly recorded.
In the event that any Assignments of Mortgage are not recorded
or
are improperly recorded, neither the Trustee nor the Servicer shall
have any
liability for its failure to receive or act on notices not received
related to
such Assignment of Mortgage.
In the event that any Mortgage Note is endorsed in blank as of
the
Closing Date, promptly following the Closing Date the Servicer
shall cause to be
completed such endorsements in the following form: "Pay to the
order of LaSalle
Bank National Association, as Trustee for the C-BASS Trust 2006-CB9
C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2006-CB9, without
recourse."
The Depositor herewith delivers to the Trustee executed copies
of
the Seller Mortgage Loan Purchase Agreement.
The parties hereto understand and agree that it is not intended
that
any Mortgage Loan be included in the Trust that is a "High Cost
Home Loan" as
defined by the Homeownership and Equity Protection Act of 1994 or
any other
applicable predatory or abusive lending laws.
(b) 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 "C-BASS Trust
2006-CB9" and
LaSalle Bank National Association is hereby appointed as Trustee in
accordance
with the provisions of this Agreement. The Trust's fiscal year is
the calendar
year.
(c) 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 Interest
Rate Cap
Agreement and the Interest Rate Swap Agreement) pursuant to Section
2.01(a). The
Trustee is hereby directed to execute, deliver and perform its
obligations under
the Interest Rate Swap Agreement and the Interest Rate Cap
Agreement, on behalf
of the Trust and the Class A, Class M and Class B
Certificateholders, in the
forms presented to it by the Depositor. The Seller, the Servicer
and the
Depositor agree that (i) the Trustee shall execute, deliver and
perform its
obligations under the Interest Rate Swap Agreement and the Interest
Rate Cap
Agreement and shall do so solely in its capacity as Trustee of the
Trust and not
in its individual capacity, and (ii) the Trustee shall have no
responsibility
for the contents of such the Interest Rate Swap Agreement or the
Interest Rate
Cap Agreement, including, without limitation, the representations
and warranties
contained therein. Any funds payable by the Trust or Trustee under
the Swap
Agreement and the Interest Rate Cap Agreement at closing shall be
paid by the
Depositor. Notwithstanding anything to the contrary contained
herein or in the
Interest Rate Swap Agreement or the Interest Rate Cap Agreement,
the Trustee
shall not be required to make any payments to the Swap Provider or
the Cap
Provider. The parties hereby acknowledge and agree that the
execution and
delivery of the Interest Rate Swap Agreement and the Interest Rate
Cap Agreement
by the Trustee on behalf of the Trust were authorized and are
hereby ratified
and confirmed.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The
Trustee acknowledges the receipt by the Custodian on its behalf,
subject to the
provisions of Section 2.01 and subject to the review described
below and any
exceptions noted on the exception report described in the next
paragraph below,
the documents referred to in Section 2.01 above and all other
assets included in
the definition of "Trust Fund" and declares that the Custodian on
behalf of the
Trust Fund holds and will hold such documents and the other
documents delivered
to it constituting a Mortgage File pursuant to the Custodial
Agreement, and that
the Custodian on behalf of the Trust Fund holds or will hold all
such assets and
such other assets included in the definition of "Trust Fund" in
trust for the
exclusive use and benefit of all present and future
Certificateholders.
The Trustee agrees to cause the Custodian to execute and deliver
to
the Depositor on or prior to the Closing Date an acknowledgment of
receipt of
the original Mortgage Note (with any exceptions noted),
substantially in the
form attached as Exhibit E hereto.
The Trustee agrees, for the benefit of the Certificateholders,
to
cause the Custodian to review each Mortgage File within 60 days
after the
Closing Date (or, with respect to any document delivered after the
Startup Day,
within 60 days of receipt and with respect to any Qualified
Substitute Mortgage,
within 60 days after the assignment thereof) and to certify (or
cause the
Custodian to certify) in substantially the form attached hereto as
Exhibit F-1
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
the exception report annexed thereto as not being covered by
such
certification), (i) all documents required to be delivered to it
pursuant to
Section 2.01 of this Agreement are in its possession, (ii) such
documents have
been reviewed by it and have not been mutilated, damaged or torn
and relate to
such Mortgage Loan, (iii) based on its examination and only as to
the foregoing,
the information set forth in the Data Tape Information that
corresponds to items
(1), (2), (3), (9), (31) and (33) (but only as to whether the
Mortgage Loan has
a Prepayment Charge) of the Mortgage Loan Schedule accurately
reflects
information set forth in the Mortgage File, (iv) all Assignments of
Mortgage or
intervening assignments of mortgage, as applicable, have been
submitted for
recording and (v) each Mortgage Note has been endorsed as provided
in Section
2.01(a)(i) of this Agreement and each Mortgage has been assigned in
accordance
with Section 2.01(a)(iii) of this Agreement. It is herein
acknowledged that, in
conducting such review, the Trustee (or the Custodian, as
applicable) is under
no duty or obligation to inspect, review or examine any such
documents,
instruments, certificates or other papers to determine that they
are genuine,
enforceable, or appropriate for the represented purpose or that
they have
actually been recorded or that they are other than what they
purport to be on
their face.
Prior to the first anniversary date of this Agreement the
Trustee
shall deliver (or cause the Custodian to deliver) to the Depositor
and the
Servicer a final certification in the form annexed hereto as
Exhibit F-2
evidencing the completeness of the Mortgage Files, with any
applicable
exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to
above, the Trustee
(or the Custodian, as applicable) finds any document or documents
constituting a
part of a Mortgage File to be missing or defective in any material
respect, at
the conclusion of its review the Trustee, upon its notification by
the
Custodian, if applicable, shall so notify the Seller, the Depositor
and the
Servicer. In addition, upon the discovery by the Seller, Depositor,
the Trustee
or the Servicer (or upon receipt by the Trustee of written
notification of such
breach) of a breach of any of the representations and warranties
made by the
Seller, in the related Seller Mortgage Loan Purchase Agreement, in
respect of
any Mortgage Loan which materially adversely affects such Mortgage
Loan or the
interests of the related Certificateholders in such Mortgage Loan,
the party
discovering such breach shall give prompt written notice to the
other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage
Loans and the
Related Documents, conveying good title thereto free and clear of
any liens and
encumbrances, from the Depositor to the Trustee and that such
property not be
part of the Depositor's estate or property of the Depositor in the
event of any
insolvency by the Depositor. In the event that such conveyance is
deemed to be,
or to be made as security for, a loan, the parties intend that the
Depositor
shall be deemed to have granted and does hereby grant to the
Trustee, on behalf
of the Trust, a first priority perfected security interest in all
of the
Depositor's right, title and interest in and to the Mortgage Loans
and the
Related Documents, and that this Agreement shall constitute a
security agreement
under applicable law.
Section 2.03 Repurchase or Substitution of Mortgage Loans by
the
Seller. (a) Upon discovery or receipt of written notice of any
materially
defective document in, or that a document is missing from, a
Mortgage File or of
the breach by the Seller of any representa
