“ Affiliate ”: With
respect to any Person, any other Person controlling, controlled by
or under common control with such Person. For purposes of this
definition, “control” means the power to direct the
management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or
otherwise and “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“ Aggregate Collateral
Balance ”: With respect to any date of determination
(other than the Closing Date), an amount equal to the aggregate
Stated Principal Balance of the Mortgage Loans as of such date plus
the amount, if any, then on deposit in the Prefunding Account. With
respect to the Closing Date, an amount equal to the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date plus the amount on deposit in the Prefunding Account on the
Closing Date.
“ Aggregate Final Maturity Reserve
Amount ”: With respect any Distribution Date,
the sum of the Group I Final Maturity Reserve Amount for such date
and the Group II Final Maturity Reserve Amount for such
date.
“ Aggregate Premium
Amount ”: With respect to any Distribution Date and
the Insured Certificates, the product of one-twelfth of the Premium
Rate and the aggregate Class Principal Balance of the Class 2A-1B
and Class 2A-2C Certificates for the immediately preceding
Distribution Date, or, in the case of the first Distribution Date,
the Closing Date, in each case after giving effect to distributions
of principal made on such Distribution Date.
“ Aggregate Subsequent Transfer
Amount ”: With respect to any Subsequent Transfer
Date, the aggregate Stated Principal Balance as of the applicable
Subsequent Cut-off Date of the Subsequent Mortgage Loans conveyed
on such Subsequent Transfer Date, as listed on the revised Mortgage
Loan Schedule delivered pursuant to Section 2.01(b);
provided , however, that such amount shall not
exceed the amount on deposit in the Prefunding Account as of such
Subsequent Transfer Date.
“ Agreement ”: This
Pooling and Servicing Agreement dated as of November 1, 2006, as
amended, supplemented and otherwise modified from time to
time.
“ Allocated Realized Loss
Amount ”: With respect to any Distribution Date and
any Class of Offered Certificates, an amount equal the sum of any
Realized Losses allocated to that Class of Certificates on such
Distribution Date and any Allocated Realized Loss Amounts
previously allocated to such Class pursuant to Section 5.03
minus any amounts distributed to such Class pursuant to
Section 5.01(a)(iv) in respect of Allocated Realized Loss
Amounts.
“ Apportioned Principal
Balance ”: With respect to any Class of Subordinate
Certificates, either Loan Group and any Distribution Date, the
Class Principal Balance of such Class immediately prior to such
Distribution Date multiplied by a fraction, the numerator of which
is the Subordinate Component for the related Loan Group for such
date and the denominator of which is the sum of the Subordinate
Components (in the aggregate) for such date.
“ Assignment ”:
With respect to any Mortgage, an assignment of mortgage, notice of
transfer or equivalent instrument, in recordable form, which is
sufficient, under the laws of the jurisdiction in which the related
Mortgaged Property is located, to reflect or record the sale of
such Mortgage.
“ Available Funds
”: With respect to any Distribution Date and any Loan Group,
an amount equal to (i) the sum, without duplication, of
(a) the aggregate of the Monthly Payments received on or prior
to the related Determination Date (excluding Monthly Payments due
in future Due Periods but received by the related Determination
Date) in respect of the Mortgage Loans in such Loan Group,
(b) Net Liquidation Proceeds, Insurance Proceeds (including
from primary mortgage insurance policies), Principal Prepayments
(excluding Prepayment Penalty Amounts), Recoveries and other
unscheduled recoveries of principal and interest in respect of the
Mortgage Loans in such Loan Group received during the related
Prepayment Period, (c) the aggregate of any amounts received in
respect of REO Properties for such Distribution Date in respect of
Mortgage Loans in such Loan Group, (d) the aggregate of any
amounts of Interest Shortfalls (excluding for such purpose all
shortfalls as a result of Relief Act Reductions) paid by the
Servicer pursuant to the Servicing Agreement and Compensating
Interest Payments deposited in the Distribution Account for that
Distribution Date in respect of the Mortgage Loans in such Loan
Group, (e) the aggregate of the Purchase Prices, Substitution
Adjustments, Repurchase Prices and other amounts collected for
purchases or substitutions pursuant to Section 2.03 deposited in
the Distribution Account during the related Prepayment Period in
respect of the Mortgage Loans in such Loan Group, (f) the aggregate
of any Advances made by the Servicer for that Distribution Date in
respect of the Mortgage Loans in such Loan Group, (g) the
aggregate of any Advances made by the Trustee (as successor
Servicer) for such Distribution Date pursuant to Section 7.02
hereof in respect of the Mortgage Loans in such Loan Group and
(h) the Termination Price allocated to such Loan Group on the
Distribution Date on which the Trust Fund is terminated and (i)
with respect to the Distribution Date in the month immediately
following the end of the Prefunding Period, any amounts remaining
in the Prefunding Account (other than investment earnings thereon),
minus (ii) the sum of (u) if there is a Deficiency Amount
(1) prior to the end of the Prefunding Period, any amount remaining
in the Prefunding Account equal to such Deficiency Amount, and (2)
in the case of the Distribution Date immediately following the end
of the Prefunding Period, the amount released from the Prefunding
Account and transferred to the Distribution Account, if any, equal
to such Deficiency Amount, (v) to the extent of amounts
attributable to interest, the related Premium Amount payable on
such Distribution Date to the Certificate Insurer from the
applicable Loan Group, (w) to the extent of amounts
attributable to interest, the Expense Fees for such Distribution
Date in respect of the Mortgage Loans in such Loan Group, (x) to
the extent of amounts attributable to interest or principal, as
applicable, amounts in reimbursement for Advances previously made
in respect of the Mortgage Loans in such Loan Group and other
amounts as to which the Servicer, the Trustee and the Custodian are
entitled to be reimbursed pursuant to Section 4.03, (y) first, to
the extent of amounts attributable to interest, and second, if such
amounts are insufficient, to the extent of amounts attributable to
principal, the amount payable to the Trustee pursuant to Section
8.05 and to the Custodian pursuant to this Agreement in respect of
Mortgage Loans in such Loan Group or if not related to a Mortgage
Loan, allocated to each Loan Group on a pro rata basis and
(z) amounts deposited in the Distribution Account, as the case may
be, in error, in respect of Mortgage Loans in such Loan
Group.
“ Bankruptcy Code
”: The Bankruptcy Reform Act of 1978 (Title 11 of the United
States Code), as amended.
“ Basis Risk Reserve Fund
”: A fund created as part of the Trust Fund pursuant to
Section 5.07 of this Agreement but which is not an asset of any of
the REMICs.
“ Basis Risk Shortfall
”: With respect to any Distribution Date and the LIBOR
Certificates, the sum of:
(i) the excess, if any, of the Interest
Distributable Amount that such Class would have been entitled to
receive if the Pass-Through Rate for such Class were calculated
without regard to clause (ii) in the definition thereof, over the
actual Interest Distributable Amount such Class is entitled to
receive for such Distribution Date (computed without regard to any
allocation of Net Interest Shortfalls);
(ii) any excess described in clause (i) above
remaining unpaid from prior Distribution Dates; and
(iii) interest for the applicable Accrual Period on
the amount described in clause (ii) above based on the applicable
Pass-Through Rate, determined without regard to clause (ii) in the
definition thereof.
“ Book-Entry Certificates
”: Any of the Certificates that shall be registered in the
name of the Depository or its nominee, the ownership of which is
reflected on the books of the Depository or on the books of a
Person maintaining an account with the Depository (directly, as a
“Depository Participant”, or indirectly, as an indirect
participant in accordance with the rules of the Depository and as
described in Section 6.02 hereof). On the Closing Date, all Classes
of the Certificates other than the Physical Certificates shall be
Book-Entry Certificates.
“ Bulk PMI Fee ”:
Not applicable.
“ Bulk PMI Fee Rate
”: Not applicable.
“ Bulk PMI Policy
”: Not applicable.
“ Business Day ”:
Any day other than a Saturday, a Sunday or a day on which banking
or savings institutions in the State of California, the State of
Texas, the State of New York or in the city in which the Corporate
Trust Office of the Trustee is located are authorized or obligated
by law or executive order to be closed.
“ Call Option ”:
The right to terminate this Agreement and the Trust Fund pursuant
to the second paragraph of Section 10.01(a) hereof.
“ Call Option Date
”: As defined in Section 10.01(a) hereof.
“ Capitalized
Interest Account ”: The account established and
maintained by the Trustee pursuant to Section 4.07. Such account
will not be an asset of any REMIC.
“ Capitalized
Interest Requirement ”: As to any of the first four Distribution Dates, an
amount equal to the excess of the Basis Risk Shortfalls for such
Distribution Date over the sum of (i) the Required Reserve Fund
Deposit for such Distribution Date and (ii) any amounts available
from the Yield Maintenance Account, the Class 2A-1A2 Yield
Maintenance Account and the Class 2A-1A3 Yield Maintenance Account
to pay Basis Risk Shortfalls for such Distribution Date.
“ Certificate ”:
Any Regular Certificate, Residual Certificate, Class C Certificate
or Class P Certificate.
“ Certificate Group 1
”: At any time, the Group 1 Certificates.
“ Certificate Group 2
”: At any time, the Group 2 Certificates.
“ Certificate Group
”: Either Certificate Group 1 or Certificate Group 2, as the
context requires.
“ Certificate Insurer
”: Financial Security Assurance Inc., a New York financial
guaranty insurance company.
“ Certificate Insurer
Default ”: (a) The failure by the Certificate
Insurer to make a payment required under the Financial Guaranty
Insurance Policy in accordance with its terms (unless such failure
was due to the failure of the Trustee to provide a correct and
timely notice of claim); (b) the entry of a final and
non-appealable decree or order of a court or agency having
jurisdiction in respect of the Certificate Insurer in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law appointing a conservator or
receiver or liquidator or other similar official of the Certificate
Insurer or of any substantial part of its property, or the entering
of a final and non-appealable order for the winding up or
liquidation of the affairs of the Certificate Insurer; (c) the
Certificate Insurer shall consent to the appointment of a
conservator or receiver or liquidator or other similar official in
any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the
Certificate Insurer or of or relating to all or substantially all
of its property; or (d) the Certificate Insurer shall admit in
writing its inability to pay its debts generally as they become
due, file a petition to take advantage of or otherwise voluntarily
commence a case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations.
“ Certificate Insurer
Reimbursement Amount ”: For any Distribution Date,
the sum of (a) all amounts previously paid by the Certificate
Insurer in respect of Insured Amounts for which the Certificate
Insurer has not been reimbursed prior to such Distribution Date and
(b) interest accrued on the foregoing at the Late Payment Rate from
the date the Trustee received such amounts paid by the Certificate
Insurer to such Distribution Date.
“ Certificate Owner
”: With respect to each Book-Entry Certificate, any
beneficial owner thereof and with respect to each Physical
Certificate, the Certificateholder thereof.
“ Certificate Principal
Balance ”: With respect to each Certificate of a
given Class (other than the Class C and Class R Certificates) and
any date of determination, the product of (i) the Class Principal
Balance of such Class and (ii) the applicable Percentage Interest
of such Certificate.
“ Certificate Register
” and “ Certificate Registrar ”:
The register maintained and registrar appointed pursuant to Section
6.02 hereof. Wells Fargo Bank, N.A. will act as Certificate
Registrar, for so long as it is the Trustee under this
Agreement.
“ Certificateholder
” or “ Holder ”: The Person in
whose name a Certificate is registered in the Certificate Register,
except that a Disqualified Organization or non-U.S. Person shall
not be a Holder of the Residual Certificate for any purpose hereof;
provided that solely for the purposes of taking any action
or giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Trustee, the NIMS
Insurer, the Servicer or any Affiliate thereof shall be deemed not
to be outstanding in determining whether the requisite percentage
necessary to effect any such consent has been obtained, except
that, in determining whether the Trustee shall be protected in
relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be
disregarded.
“ Certification Parties
”: As defined in Section 3.06.
“ Certifying Person
”: As defined in Section 3.06.
“ Class ”:
Collectively, Certificates that have the same priority of payment
and bear the same class designation and the form of which is
identical except for variation in the Percentage Interest evidenced
thereby.
“ Class 2A-1A2
Strike Rate ”: With respect to any
Distribution Date and the Class 2A-1A2 Yield Maintenance Agreement,
the strike rate for such date set forth on Exhibit I to the Class
2A-1A2 Yield Maintenance Agreement.
“ Class 2A-1A2 Yield Maintenance
Account ”: The account established and maintained by
the Trustee pursuant to Section 5.11, which shall be entitled
“Yield Maintenance Account, Wells Fargo Bank, N.A., as
Trustee, in trust for the registered Holders of Class 2A-1A2
Certificates, HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-12” and which must be
an Eligible Account.
“ Class 2A-1A2 Yield Maintenance
Agreement ”: The interest rate cap agreement for the
benefit of the Class 2A-1A2 Certificates by and between the Yield
Maintenance Provider and the Administrator, on behalf of the Trust
Fund, including the ISDA Master Agreement between the Yield
Maintenance Provider and the Administrator, the schedule thereto
and the related confirmation (Ref. No. FXNEC9002), dated as of
December 13, 2006 attached as Exhibit X-1 hereto. The Yield
Maintenance Agreement shall be an asset of the Trust Fund and not
of any REMIC.
“ Class 2A-1A2 Yield Maintenance
Distributable Amount ”: With respect to each
Distribution Date and the Class 2A-1A2 Certificates, an amount
equal to the product of (i) the excess, if any, of (x) LIBOR,
subject to the applicable strike rate cap set forth on Schedule I,
over (y) the applicable Class 2A-1A2 Strike Rate, (ii) the related
Class 2A-1A2 Yield Maintenance Notional Balance and (iii) a
fraction, the numerator of which is the actual number days in the
related interest Accrual Period and the denominator of which is
360.
“ Class 2A-1A2 Yield Maintenance
Notional Balance ”: For any Distribution Date, the
lesser of (i) the amount set forth on Schedule I to the Class
2A-1A2 Yield Maintenance Agreement for the Class 2A-1A2
Certificates and (ii) the Class Principal Balance of the Class
2A-1A2 Certificates.
“ Class 2A-1A2 Yield Maintenance
Payment Amount ”: With respect to each Distribution
Date, an amount equal to any Basis Risk Shortfalls with respect to
the Class 2A-1A2 Certificates for such date.
“ Class 2A-1A3
Strike Rate ”: With respect to any
Distribution Date and the Class 2A-1A3 Yield Maintenance Agreement,
the strike rate for such date set forth on Exhibit I to the Class
2A-1A3 Yield Maintenance Agreement.
“ Class 2A-1A3 Yield Maintenance
Account ”: The account established and maintained by
the Trustee pursuant to Section 5.11, which shall be entitled
“Yield Maintenance Account, Wells Fargo Bank, N.A., as
Trustee, in trust for the registered Holders of Class 2A-1A3
Certificates, HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-12” and which must be
an Eligible Account.
“ Class 2A-1A3 Yield Maintenance
Agreement ”: The interest rate cap agreement for the
benefit of the Class 2A-1A3 Certificates by and between the Yield
Maintenance Provider and the Administrator, on behalf of the Trust
Fund, including the ISDA Master Agreement between the Yield
Maintenance Provider and the Administrator, the schedule thereto
and the related confirmation (Ref. No. FXNEC9001), dated as of
December 13, 2006 attached as Exhibit X-2 hereto. The Yield
Maintenance Agreement shall be an asset of the Trust Fund and not
of any REMIC.
“ Class 2A-1A3 Yield Maintenance
Distributable Amount ”: With respect to each
Distribution Date and the Class 2A-1A3 Certificates, an amount
equal to the product of (i) the excess, if any, of (x) LIBOR,
subject to the applicable strike rate cap set forth on Schedule I,
over (y) the applicable Class 2A-1A3 Strike Rate, (ii) the related
Class 2A-1A3 Yield Maintenance Notional Balance and (iii) a
fraction, the numerator of which is the actual number days in the
related interest Accrual Period and the denominator of which is
360.
“ Class 2A-1A3 Yield Maintenance
Notional Balance ”: For any Distribution Date, the
lesser of (i) the amount set forth on Schedule I to the Class
2A-1A3 Yield Maintenance Agreement for the Class 2A-1A3
Certificates and (ii) the Class Principal Balance of the Class
2A-1A3 Certificates.
“ Class 2A-1A3 Yield Maintenance
Payment Amount ”: With respect to each Distribution
Date, an amount equal to any Basis Risk Shortfalls with respect to
the Class 2A-1A3 Certificates for such date.
“ Class 2A-1B Premium
Amount ”: With respect to any Distribution Date and
the Class 2A-1B Certificates, the product of one-twelfth of the
Premium Rate and the Class Principal Balance of the Class 2A-1B
Certificates on the immediately preceding Distribution Date, or, in
the case of the first Distribution Date, on the Closing Date, in
each case after giving effect to distributions of principal made on
such Distribution Date.
“ Class 2A-2C Premium
Amount ”: With respect to any Distribution Date and
the Class 2A-2C Certificates, the product of one-twelfth of the
Premium Rate and the Class Principal Balance of the Class 2A-2C
Certificates on the immediately preceding Distribution Date, or, in
the case of the first Distribution Date, on the Closing Date, in
each case after giving effect to distributions of principal made on
such Distribution Date.
“ Class B-1 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-1
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date) and (ii) the Class Principal Balance of the
Class B-1 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) for each Distribution
Date prior to December 2012, 82.375% and thereafter 85.900% and
(ii) the aggregate Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period)
minus $24,700,000.
“ Class B-2 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) for each Distribution Date prior to December 2012, 87.125% and
thereafter 89.700% and (ii) the aggregate Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus $24,700,000.
“ Class B-3 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-3
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date) and (iv) the Class Principal Balance of the
Class B-3 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) for each Distribution
Date prior to December 2012, 88.750% and thereafter 91.000% and
(ii) the aggregate Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period)
minus $24,700,000.
“ Class B-4 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-4
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (iv) the Class Principal Balance of the Class
B- 3 Certificates immediately prior to such Distribution Date
(after taking into account the distribution of the Class B-3
Principal Distribution Amount on such Distribution Date) and (v)
the Class Principal Balance of the Class B-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) for each Distribution Date prior to December
2012, 92.500% and thereafter 94.000% and (ii) the aggregate
principal balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate
principal balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus
$24,700,000.
“ Class B-5 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-5
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (iv) the Class Principal Balance of the Class
B-3 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Principal Balance of the Class B-4 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-4 Principal Distribution Amount on such
Distribution Date) and (vi) the Class Principal Balance of the
Class B-5 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) for each Distribution
Date prior to December 2012, 95.250% and thereafter 96.200% and
(ii) the aggregate principal balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate principal balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period)
minus $24,700,000.
“ Class B-6 Principal Distribution
Amount” : For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-6
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (iv) the Class Principal Balance of the Class
B-3 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Principal Balance of the Class B-4 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-4 Principal Distribution Amount on such
Distribution Date), (vi) the Class Principal Balance of the Class
B-5 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Class
Principal Balance of the Class B-6 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i) for each Distribution Date prior to December 2012, 97.500% and
thereafter 98.000% and (ii) the aggregate principal balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate principal balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus $24,700,000.
“ Class B-7 Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the lesser of (a) the Class Principal Balance of the Class B-7
Certificates immediately prior to such Distribution Date and (b)
the excess of (x) the sum of (i) the aggregate Class Principal
Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class B-2 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution Date), (iv) the Class Principal Balance of the Class
B-3 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Principal Balance of the Class B-4 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-4 Principal Distribution Amount on such
Distribution Date), (vi) the Class Principal Balance of the Class
B-5 Certificates immediately prior to such Distribution Date (after
taking into account the distribution of the Class B-5 Principal
Distribution Amount on such Distribution Date) (vii) the Class
Principal Balance of the Class B-6 Certificates immediately prior
to such Distribution Date (after taking into account the
distribution of the Class B-6 Principal Distribution Amount on such
Distribution Date)and (viii) the Class Principal Balance of the
Class B-7 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) for each Distribution
Date prior to December 2012, 98.750% and thereafter 99.000% and
(ii) the aggregate principal balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate principal balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period)
minus $24,700,000.
“ Class C Distributable
Amount” : With respect to any Distribution Date, the
amount of interest that has accrued on the Class C Notional
Balance, as described in the Preliminary Statement, but that has
not been distributed pursuant to Section 5.01(a)(iv)(I) hereof
prior to such Distribution Date. In addition, such amount shall
include the initial Overcollateralized Amount (less the $100 of
such amount allocated to the Class P Certificates) to the extent
such amount has not been distributed on prior Distribution Dates as
part of the Overcollateralization Release Amount.
“ Class C Notional
Balance ”: With respect to any Distribution Date
(and the related Accrual Period) the aggregate principal balance of
the Middle-Tier Regular Interests (the Pool Balance) as specified
in the Preliminary Statement.
“ Class LT-R Interest
”: As described in the Preliminary Statement.
“ Class Principal Balance
”: With respect to any Distribution Date and any Class of
Regular Certificates, the Original Class Principal Balance thereof
as (a) reduced by the sum of (x) all amounts actually distributed
in respect of principal of that Class (including amounts paid from
the Yield Maintenance Account pursuant to Section 5.01(h)(iii) on
all prior Distribution Dates (provided, however, that the
Certificate Insurer will be subrogated to the amount of any
Realized Losses paid by it to the Insured Certificates), (y) all
Realized Losses, if any, actually allocated to that Class on all
prior Distribution Dates and (z) any applicable Writedown Amount,
and (b) increased by (x) the amount of Deferred Interest allocated
to such Class of Certificates on such Distribution Date as set
forth in Section 5.02 and (y) the amount paid in respect of
Allocated Realized Loss Amounts to such Class of Certificates on
such Distribution Date from the Yield Maintenance Account pursuant
to Section 5.01(h)(i) or (ii) and (c) any Recoveries allocated to
such Class of Certificates pursuant to Section 5.08.
“ Close of Business
”: As used herein, with respect to any Business Day and
location, 5:00 p.m. at such location.
“ Closing Date ”:
December 13, 2006.
“ Code ”: The
Internal Revenue Code of 1986, as amended.
“ Collateral Account
”: The account established and maintained by the Trustee in
accordance with the provisions of Section 5.11.
“ Commission ”:
U.S. Securities and Exchange Commission.
“ Commitment Letter
”: The letter dated the Closing Date from the Seller and the
Depositor to the Certificate Insurer (a copy of which has been
furnished to the Trustee) setting forth the payment arrangements
for the Aggregate Premium Amount on the Financial Guaranty
Insurance Policy and certain related expense payment
arrangements.
“ Compensating Interest
Payment ”: With respect to any Distribution Date,
the amount specified to be paid by the Servicer pursuant to Section
5.05 of the Servicing Agreement.
“ Controlling Person
”: With respect to any Person, any other Person who
“controls” such Person within the meaning of the
Securities Act.
“ Cooperative Corporation
”: The entity that holds title (fee or an acceptable
leasehold estate) to the real property and improvements
constituting the Cooperative Property and which governs the
Cooperative Property, which Cooperative Corporation must qualify as
a Cooperative Housing Corporation under Section 216 of the
Code.
“ Cooperative Loan
”: Any Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease.
“ Cooperative Loan
Documents ”: With respect to any Cooperative Loan,
(i) the Cooperative Shares, together with a stock power in blank;
(ii) the original or a copy of the executed Security Agreement and
the assignment of the Security Agreement in blank; (iii) the
original or a copy of the executed Proprietary Lease and the
original assignment of the Proprietary Lease endorsed in blank;
(iv) the original, if available, or a copy of the executed
Recognition Agreement and, if available, the original assignment of
the Recognition Agreement (or a blanket assignment of all
Recognition Agreements) endorsed in blank; (v) the executed UCC-1
financing statement with evidence of recording thereon, which has
been filed in all places required to perfect the security interest
in the Cooperative Shares and the Proprietary Lease; and (vi)
executed UCC amendments (or copies thereof) or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
“ Cooperative Property
”: The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual
dwelling units to the holders of the Cooperative Shares of the
Cooperative Corporation.
“ Cooperative Shares
”: Shares issued by a Cooperative Corporation.
“ Cooperative Unit
”: A single family dwelling located in a Cooperative
Property.
“ Corporate Trust Office
”: With respect to the Trustee, the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this
instrument is located at Wells Fargo Bank, N.A., 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: Client Service Manager,
HarborView Mortgage Loan Trust 2006-12, or at such other address as
the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Seller. With respect to
the Certificate Registrar and presentment of Certificates for
registration of transfer, exchange or final payment, Wells Fargo
Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Client Service Manager, HarborView
Mortgage Loan Trust 2006-12.
“ Corresponding Class
”: With respect to each class of Middle Tier Regular
Interests, the Class or Classes of Certificates corresponding to
such class as set forth in the Preliminary Statement.
“ Countrywide ”:
Countrywide Home Loans, Inc., and its successors and assigns, in
its capacity as Originator of the Countrywide Mortgage
Loans.
“ Countrywide Mortgage
Loans ”: The Mortgage Loans for which Countrywide is
listed as “Originator” on the Mortgage Loan
Schedule.
“ Countrywide Purchase
Agreement ”: The Master Mortgage Loan Purchase and
Servicing Agreement, dated as of April 1, 2003, as amended by that
certain Amendment Number One, dated as of November 1, 2004 and as
further amended on December 1, 2005 by that certain Amendment Reg
AB to the Master Mortgage Loan Purchase and Servicing Agreement,
dated as of December 1, 2005, among GCFP, as purchaser, Countrywide
Servicing, as servicer and Countrywide, as seller, as the same may
be amended from time to time, and any assignments and conveyances
related to the Countrywide Mortgage Loans.
“ Countrywide
Servicing” : Countrywide
Home Loans Servicing LP and its successors and assigns, in its
capacity as a Servicer of the Countrywide Mortgage
Loans.
“ Credit Enhancement
Percentage ”: For any Distribution Date and any
Class of Certificates, the percentage obtained by dividing (i) the
sum of (x) the aggregate Class Principal Balance of the Subordinate
Certificates subordinate to such Class and (y) the
Overcollateralized Amount by (y) the aggregate Stated Principal
Balance of the Mortgage Loans.
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Classes
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Initial Credit
Enhancement
Percentage
|
Target Credit Enhancement Percentage
before
December 2012 or
Stepdown Date
|
Target Credit Enhancement Percentage
on or after December 2012 or
Stepdown Date
|
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Senior
|
9.500%
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23.750%
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19.000%
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B-1
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7.050%
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17.625%
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14.100%
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B-2
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5.150%
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12.875%
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10.300%
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B-3
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4.500%
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11.250%
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9.000%
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B-4
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3.000%
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7.500%
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6.000%
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B-5
|
1.900%
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4.750%
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3.800%
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B-6
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1.000%
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2.500%
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2.000%
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B-7
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0.500%
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1.250%
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1.000%
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“ Custodian ”: For
purposes of this Agreement, the Custodian shall be The Bank of New
York.
“ Cut-off Date ”:
The Initial Cut-off Date or the Subsequent Cut-off Date, as
applicable.
“ Cut-off Date Aggregate Principal
Balance ”: The aggregate of the Cut-off Date
Principal Balances of all of the Mortgage Loans.
“ Cut-off Date Collateral
Balance ”: The sum of (i) the aggregate Stated
Principal Balance of all Initial Mortgage Loans as of November 1,
2006 and (ii) the Prefunded Amount.
“ Cut-off Date Principal
Balance ”: With respect to any Mortgage Loan, the
principal balance thereof remaining to be paid, after application
of all scheduled principal payments due on or before the applicable
Cut-off Date whether or not received as of the applicable Cut-off
Date (or as of the applicable date of substitution with respect to
a Qualified Substitute Mortgage Loan).
“ Debt Service Reduction
”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for that Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
unless the reduction results from a Deficient Valuation.
“ Deferred Interest
”: With respect to each Mortgage Loan and each related Due
Date, will be the excess, if any, of the amount of interest accrued
on such Mortgage Loan from the preceding Due Date to such due date
over the portion of the Monthly Payment allocated to interest for
such Due Date.
“ Deficiency Amount
”: Means with respect to the Insured Certificates, (a) for
any Distribution Date prior to the Final Distribution Date, the sum
of (1) the excess, if any, of the Monthly Interest Distributable
Amount on the Insured Certificates for such Distribution Date, net
of any Interest Shortfalls, Basis Risk Shortfalls and Net Deferred
Interest, over the amount of Available Funds to pay such net amount
on the Insured Certificates on such Distribution Date and (2) the
amount, if any, of any Realized Losses allocable to the Insured
Certificates on such Distribution Date (after giving effect to all
distributions to be made thereon on such Distribution Date, other
than pursuant to a claim on the Financial Guaranty Insurance
Policy) and (b) for the Final Distribution Date, the sum of (x) the
amount set forth in clause (a)(1) above and (y) the aggregate
outstanding Certificate Principal Balance of the Insured
Certificates, after giving effect to all payments of principal on
the Insured Certificates on such Final Distribution Date, other
than pursuant to a claim on the Financial Guaranty Insurance Policy
on that Distribution Date. Deficiency Amount shall not include (a)
any portion of a Deficiency Amount due to holders of the Insured
Certificates because a notice and certificate in proper form as
required by the Financial Guaranty Insurance Policy was not timely
received by the Certificate Insurer and (b) any portion of a
Deficiency Amount due to holders of the Insured Certificates
representing interest on any unpaid interest accrued from and
including the date of payment by the Certificate Insurer of the
amount of such unpaid interest.
“ Deficient Valuation
”: With respect to any Mortgage Loan, a valuation of the
related Mortgaged Property by a court of competent jurisdiction in
an amount less than the then outstanding principal balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.
“ Definitive Certificates
”: Any Certificate evidenced by a Physical Certificate and
any Certificate issued in lieu of a Book-Entry Certificate pursuant
to Section 6.02(c) or (d) hereof.
“ Deleted Mortgage Loan
”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“ Delinquent ”: Any
Mortgage Loan with respect to which the Monthly Payment due on a
Due Date is not made.
“ Depositor ”:
Greenwich Capital Acceptance, Inc., a Delaware corporation, or any
successor in interest.
“ Depository ”: The
initial Depository shall be The Depository Trust Company, whose
nominee is Cede & Co., or any other organization registered as
a “clearing agency” pursuant to Section 17A of the
Exchange Act. The Depository shall initially be the registered
Holder of the Book-Entry Certificates. The Depository shall at all
times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New
York.
“ 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
”: For any Distribution Date and each Mortgage Loan, the date
each month, as set forth in the Servicing Agreement, on which the
Servicer determines the amount of all funds required to be remitted
to the Trustee on the Servicer Remittance Date with respect to the
Mortgage Loans.
“ Disqualified
Organization ”: A “disqualified
organization” defined in Section 860E(e)(5) of the Code, or
any other Person so designated by the Trustee based upon an Opinion
of Counsel provided to the Trustee by nationally recognized counsel
acceptable to the Trustee that the holding of an ownership interest
in the Residual Certificate by such Person may cause the Trust Fund
or any Person having an ownership interest in any Class of
Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in the
Residual Certificate to such Person.
“ Distressed Mortgage
Loan ”: Any Mortgage Loan that at the date of
determination is Delinquent in payment for a period of 90 days or
more without giving effect to any grace period permitted by the
related Mortgage Note or for which the Servicer on behalf of the
Trust Fund has accepted a deed in lieu of foreclosure.
“ Distribution Account
”: The trust account or accounts created and maintained by
the Trustee pursuant to Section 4.02 hereof for the benefit of the
Certificate Insurer and the Certificateholders and designated
“Distribution Account, Wells Fargo Bank, N.A., as Trustee, in
trust for the registered Holders of HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-12” and
which must be an Eligible Account.
“ Distribution Account
Income ”: With respect to any Distribution Date, any
interest or other investment income earned on funds deposited in
the Distribution Account during the month of such Distribution
Date.
“ Distribution Date
”: The 19th day of each month, or, if such day is not a
Business Day, the next Business Day commencing in December
2006.
“ Distribution Date
Statement ”: As defined in Section 5.04(a)
hereof.
“ Due Date ”: With
respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on
which the Monthly Payment for such Mortgage Loan was due, exclusive
of any days of grace.
“ Due Period ”:
With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
“ Eligible Account
”: Any of:
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(i)
|
an account or
accounts maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt
obligations of which (or, in the case of a depository institution
or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding
company) are rated in the highest short term rating category of
each Rating Agency at the time any amounts are held on deposit
therein;
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|
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(ii)
|
an account or
accounts the deposits in which are fully insured by the FDIC (to
the limits established by it), the uninsured deposits in which
account are otherwise secured such that, as evidenced by an Opinion
of Counsel delivered to the Trustee and to each Rating Agency, the
Trustee on behalf of the Certificateholders will have a claim with
respect to the funds in the account or a perfected first priority
security interest against the collateral (which shall be limited to
Permitted Investments) securing those funds that is superior to
claims of any other depositors or creditors of the depository
institution with which such account is maintained;
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|
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(iii)
|
a trust account
or accounts maintained with the trust department of a federal or
state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity;
or
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(iv)
|
an account
otherwise acceptable to each Rating Agency without reduction or
withdrawal of its then current ratings of the Certificates (without
regard to the Financial Guaranty Insurance Policy) as evidenced by
a letter from such Rating Agency to the Trustee. Eligible Accounts
may bear interest.
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“ Endorsement ”: As
defined in the Financial Guaranty Insurance Policy.
“ ERISA ”: The
Employee Retirement Income Security Act of 1974, as
amended.
“ ERISA-Restricted
Certificates ”: (i) the Class 2A-1B, Class 2A-2B and
Class 2A-2C Certificates, the Subordinate Certificates, the Class C
Certificates, the Class P Certificates and the Residual Certificate
and (ii) any Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3
or Class 2A-2A Certificates that are not rated at least
“AA-” (or its equivalent) by at least one nationally
rated statistical rating organization upon acquisition.
“ ERISA Restricted Trust
Certificate ”: The Class 1A-1A, Class 2A-1A1, Class
2A-1A2, Class 2A-1A3 and Class 2A-2A Certificates.
“ Event of Default
”: As defined in the Servicing Agreement.
“ Exchange Act ”:
The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
“ Excess Servicing Fee
Rate ”: With respect to any Mortgage Loan, the
excess, if any, of 0.375% per annum over the Subservicing Fee
Rate.
“ Expense Fee ”:
With respect to any Mortgage Loan, the sum of (i) the Servicing
Fee, (ii) any Bulk PMI Fee, if applicable, and (iii) with respect
to any Lender-Paid Mortgage Insurance Loan, the Lender-Paid
Mortgage Insurance Fee.
“ Expense Fee Rate
”: With respect to any Mortgage Loan, the per annum rate at
which the Expense Fee accrues for such Mortgage Loan as set forth
in the Mortgage Loan Schedule.
“ Extra Principal Distribution
Amount ”: For any Distribution Date, is the lesser
of (x) the Net Monthly Excess Cashflow for such Distribution Date
(after distribution of any amounts pursuant to Section
5.01(a)(iii)(A) and (B)) and (y) the Overcollateralization
Deficiency Amount for such Distribution Date.
“ Fannie Mae ”: The
Federal National Mortgage Association or any successor
thereto.
“ FDIC ”: The
Federal Deposit Insurance Corporation or any successor
thereto.
“ Final Distribution Date
”: The Distribution Date occurring in December 2036 (other
than the Insured Certificates, which is December 2037).
“ Final Maturity Reserve
Account ”: The account created pursuant to Section
5.09 of this Agreement.
“ Final Maturity Reserve
Rate ”: A per annum rate equal to the product of (i)
1.00% and (ii) a fraction, the numerator of which is the aggregate
Stated Principal Balance as of the applicable Cut-off Date of the
Mortgage Loans having forty-year original terms to maturity and the
denominator of which is the aggregate Stated Principal Balance as
of the applicable Cut-off Date of all of the Mortgage
Loans.
“ Final Maturity Reserve
Schedule ”: With respect to each Distribution Date
on or after the Distribution Date in December 2016 through and
including Final Maturity Reserve Termination Date, the aggregate
principal balance set forth on Schedule II hereto for that
Distribution Date.
“ Final Maturity Reserve
Termination Date ”: With respect to each
Distribution Date on or after the Distribution Date in December
2016, the earlier of (i) the Distribution Date in December 2036 or
(ii) the termination of the Trust Fund.
“ Final Maturity Reserve
Trust ”: The corpus of a trust created pursuant to
Section 5.09 of this Agreement and designated as the “Final
Maturity Reserve Trust,” consisting of the Final Maturity
Reserve Account, but which is not an asset of any REMIC.
“ 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 pursuant to or contemplated by
Sections 2.03 and 10.01), a determination made by the Servicer, and
reported to the Trustee, that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer
expects to be finally recoverable in respect thereof have been so
recovered.
“ Financial Guaranty Insurance
Policy ”: The Financial Guaranty Insurance Policy
(No. 51793-N) with respect to the Insured Certificates, and all
endorsements thereto dated the Closing Date, issued by the
Certificate Insurer for the benefit of the Holders of the Insured
Certificates, a copy of which is attached hereto as Exhibit
Y.
“ Form 8-K Disclosure
Information ”: As defined in Section
3.07(c)(i).
“ Freddie Mac ”:
The Federal Home Loan Mortgage Corporation or any successor
thereto.
“ GCFP ”: Greenwich
Capital Financial Products, Inc., and its successors and
assigns.
“ Gross Margin ”:
With respect to each Mortgage Loan, the fixed percentage set forth
in the related Mortgage Note that is added to the applicable Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Loan Rate for such Mortgage
Loan.
“ Group 1 Adjusted Cap
Rate ”: For any Distribution Date and for the Class
1A-1A Certificates and any Distribution Date is the Net WAC Cap for
such Distribution Date, determined by first reducing the Net WAC by
a per annum rate equal to the product of (i) the Net Deferred
Interest for Loan Group 1 for that Distribution Date multiplied by
(ii) 12, divided by the Pool Collateral Balance for Loan
Group 1 as of the first day of the month before such Distribution
Date (or in the case of the first Distribution Date, as of the
Initial Cut-off Date).
“ Group 1 Certificates
”: The Class 1A-1A Certificates.
“ Group 1 Final Maturity Reserve
Amount ”: For each Distribution Date prior to the
Distribution Date in December 2016, zero. For each Distribution
Date commencing on the Distribution Date in December 2016 and on
each Distribution Date thereafter until the Final Maturity Reserve
Termination Date, an amount equal to the lesser of (x) the product
of (i) the quotient of the Final Maturity Reserve Rate divided
by 12 and (ii) the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans on the first day of the related Due Period
(not including for this purpose Group 1 Mortgage Loans for which
prepayments in full have been received and distributed in the month
prior to the Distribution Date) and (y) the Interest Remittance
Amount for Loan Group 1 after making any withdrawals from the
Distribution Account pursuant to Section 4.03(a) (excluding clause
(xv) therein). Notwithstanding the foregoing, if on any
Distribution Date the aggregate Stated Principal Balance of
Mortgage Loans having forty-year original terms to maturity on such
Distribution Date is less than or equal to the applicable amount
set forth in the Final Maturity Reserve Schedule, the Final
Maturity Reserve Amount shall equal zero.
“ Group 1 Mortgage Loan
”: Each Mortgage Loan that is identified as such on the
Mortgage Loan Schedule and that has a Stated Principal Balance at
origination that conforms to Freddie Mac loan limits.
“ Group 1 Prefunded
Amount ”: The amount deposited in the Prefunding
Account on the Closing Date to purchase additional Group 1 Mortgage
Loans, which shall equal $248,007,101.79.
“ Group 1 Principal Distribution
Amount ”: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred or is
not continuing with respect to such Distribution Date, will be the
lesser of (a) the greater of (x) the Senior Principal Distribution
Amount multiplied by the Group 1 Principal Distribution Percentage
and (y) the amount by which the aggregate Class Principal Balance
of the Group 1 Certificates exceed the Stated Principal Balances of
the Group 1 Mortgage Loans as of the last day of the related
Prepayment Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (b) the aggregate Class
Principal Balance of the Group 1 Certificates; provided,
however , that with respect to any such Distribution Date on
which the aggregate Class Principal Balance of the Group 2
Certificates is reduced to zero, the Group 2 Principal Distribution
Percentage of the Senior Principal Distribution Amount available
for distribution to the Senior Certificates in excess of the amount
necessary to reduce the aggregate Class Principal Balance of the
Group 2 Certificates to zero will be applied to increase the Group
1 Principal Distribution Amount (so long as any Class of Group 1
Certificates is outstanding).
“ Group 1 Principal Distribution
Percentage ”: For any Distribution Date, a fraction,
the numerator of which is (a) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans as of the first day of the
related Prepayment Period minus (b) the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the last day
of the related Prepayment Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, but
without giving effect to any Deferred Interest and any Realized
Losses during the related Due Period), and the denominator of which
is (a) the aggregate Stated Principal Balance of the Mortgage Loans
as of the first day of the related Prepayment Period minus
(b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Prepayment Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, but without giving effect to any Deferred Interest and any
Realized Losses during the related Due Period).
“ Group 2 Adjusted Cap
Rate ”: For any Distribution Date and for the Class
2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class
2A-2B and Class 2A-2C Certificates and any Distribution Date is the
Net WAC Cap for such Distribution Date, determined by first
reducing the Net WAC by a per annum rate equal to the product of
(i) the Net Deferred Interest for Loan Group 2 for that
Distribution Date multiplied by (ii) 12, divided by the
Pool Collateral Balance for Loan Group 2 as of the first day of the
month before such Distribution Date (or in the case of the first
Distribution Date, as of the Initial Cut-off Date).
“ Group 2 Certificates
”: The Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B,
Class 2A-2A, Class 2A-2B and Class 2A-2C Certificates.
“ Group 2 Final Maturity Reserve
Amount ”: For each Distribution Date prior to the
Distribution Date in December 2016, zero. For each Distribution
Date commencing on the Distribution Date in December 2016 and on
each Distribution Date thereafter until the Final Maturity Reserve
Termination Date, an amount equal to the lesser of (x) the product
of (i) the quotient of the Final Maturity Reserve Rate divided
by 12 and (ii) the aggregate Stated Principal Balance of the
Group 2 Mortgage Loans on the first day of the related Due Period
(not including for this purpose Group 2 Mortgage Loans for which
prepayments in full have been received and distributed in the month
prior to the Distribution Date) and (y) the Interest Remittance
Amount for Loan Group 2 after making any withdrawals from the
Distribution Account pursuant to Section 4.03(a) (excluding clause
(xv) therein). Notwithstanding the foregoing, if on any
Distribution Date the aggregate Stated Principal Balance of
Mortgage Loans having forty-year original terms to maturity on such
Distribution Date is less than or equal to the applicable amount
set forth in the Final Maturity Reserve Schedule, the Final
Maturity Reserve Amount shall equal zero.
“ Group 2 Mortgage Loan
”: Each Mortgage Loan that is identified as such on the
Mortgage Loan Schedule and that has a Stated Principal Balance at
origination that may or may not conform to Fannie Mae or Freddie
Mac loan limits.
“ Group 2 Prefunded
Amount ”: The amount deposited in the Prefunding
Account on the Closing Date to purchase additional Group 2 Mortgage
Loans, which shall equal $1,590,629,795.81.
“ Group 2 Principal Distribution
Amount ”: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred or is
not continuing with respect to such Distribution Date, will be the
lesser of (a) the greater of (x) the Senior Principal Distribution
Amount multiplied by the Group 2 Principal Distribution Percentage
and (y) the amount by which the aggregate Class Principal Balance
of the Group 2 Certificates exceed the Stated Principal Balances of
the Group 2 Mortgage Loans as of the last day of the related
Prepayment Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (b) the aggregate Class
Principal Balance of the Group 2 Certificates; provided,
however , that with respect to any such Distribution Date on
which the aggregate Class Principal Balance of the Group 1
Certificates is reduced to zero, the Group 1 Principal Distribution
Percentage of the Senior Principal Distribution Amount available
for distribution to the Senior Certificates in excess of the amount
necessary to reduce the aggregate Class Principal Balance of the
Group 1 Certificates to zero will be applied to increase the Group
2 Principal Distribution Amount (so long as any Class of Group 2
Certificates is outstanding).
“ Group 2 Principal Distribution
Percentage ”: For any Distribution Date, a fraction,
the numerator of which is (a) the aggregate Stated Principal
Balance of the Group 2 Mortgage Loans as of the first day of the
related Prepayment Period minus (b) the aggregate Stated
Principal Balance of the Group 2 Mortgage Loans as of the last day
of the related Prepayment Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, but
without giving effect to any Deferred Interest and any Realized
Losses during the related Due Period), and the denominator of which
is (a) the aggregate Stated Principal Balance of the Mortgage Loans
as of the first day of the related Prepayment Period minus
(b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Prepayment Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, but without giving effect to any Deferred Interest and any
Realized Losses during the related Due Period).
“ Indemnification
Agreement ”: The Indemnification Agreement dated as
of December 11, 2006 among the Depositor, the Seller,
Greenwich Capital Markets, Inc. and the Certificate Insurer,
including any amendments and supplements thereto.
“ Indemnified Persons
”: The Trustee (individually in its corporate capacity and in
all capacities hereunder), the Depositor, the Servicer, the
Custodian, the NIMS Insurer and the Certificate Insurer and their
respective officers, directors, agents and employees and, with
respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
“ Independent ”:
When used with respect to any accountants, a Person who is
“independent” within the meaning of Rule 2-01(B) of the
Securities and Exchange Commission’s Regulation S-X.
Independent means, when used with respect to any other Person, a
Person who (A) is in fact independent of another specified Person
and any affiliate of such other Person, (B) does not have any
material direct or indirect financial interest in such other Person
or any affiliate of such other Person, (C) is not connected with
such other Person or any affiliate of such other Person as an
officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions and (D) is not a
member of the immediate family of a Person defined in clause (B) or
(C) above.
“ Indenture ”: An
indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Residual
Certificates (or any portion thereof) which may or may not be
guaranteed by the NIMS Insurer.
“ Index ”: With
respect to each Mortgage Loan and each Adjustment Date, the index
specified in the related Mortgage Note.
“ Initial Certificate Principal
Balance ”: With respect to any Certificate other
than the Class C and Class R Certificates, the amount designated
“Initial Certificate Principal Balance” on the face
thereof.
“ Initial Cut-off Date
”: With respect to any Initial Mortgage Loan, the Close of
Business in New York City on November 1, 2006.
“ Initial Group 1 Mortgage
Loans ”: Any of the Group 1 Mortgage Loans with a
Cut-off Date of November 1, 2006 and which are included in the
Trust Fund as of the Closing Date. The aggregate Stated Principal
Balance of the Initial Group 1 Mortgage Loans is equal to
$1,077,959,749.04.
“ Initial Group 2 Mortgage
Loans ”: Any of the Group 2 Mortgage Loans with a
Cut-off Date of November 1, 2006 and which are included in the
Trust Fund as of the Closing Date. The aggregate Stated Principal
Balance of the Initial Group 2 Mortgage Loans is equal to
$2,023,403,353.37.
“ Initial LIBOR Rate
”: 5.350%.
“ Initial Mortgage Loan
”: Any of the Initial Group 1 Mortgage Loans or Initial Group
2 Mortgage Loans conveyed to the Trust Fund on the Closing Date
pursuant to Section 2.01 hereof, which Mortgage Loans shall be
listed on the Mortgage Loan Schedule delivered pursuant to this
Agreement.
“ Insurance Proceeds
”: With respect to any Mortgage Loan, proceeds of any title
policy, hazard policy or other insurance policy covering a Mortgage
Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the
related Mortgagor in accordance with the Servicing
Agreement.
“ Insured Amount ”:
As defined in the Financial Guaranty Insurance Policy.
“ Insured Certificates
”: The Class 2A-1B and Class 2A-2C Certificates.
“ Insurer Premium Rate
”: 0.0625% per annum.
“ Interest Distributable
Amount ”: With respect to any Distribution Date and
each Class of Certificates (other than the Class C, Class P and
Class R Certificates), the sum of (i) the Monthly Interest
Distributable Amount for that Class and (ii) the Unpaid
Interest Shortfall Amount for that Class.
“ Interest Remittance
Amount ”: For any Distribution Date and any Loan
Group, the portion of the Available Funds for such Distribution
Date attributable to interest received or advanced with respect to
the Mortgage Loans in such Loan Group plus Principal
Prepayments for the related Prepayment Period to the extent of
Deferred Interest for the related Distribution Date.
“ Interest Shortfall
”: With respect to any Distribution Date and each Mortgage
Loan that during the related Prepayment Period was the subject of a
Principal Prepayment or a reduction of its Monthly Payment under
the Relief Act, an amount determined as follows:
(a) Principal Prepayments in part received during
the relevant Prepayment Period: the difference between (i) one
month’s interest at the applicable Net Loan Rate for such
Mortgage Loan on the amount of such prepayment and (ii) the amount
of interest for the calendar month of such prepayment (adjusted to
the applicable Net Loan Rate) received at the time of such
prepayment; and
(b) Principal Prepayments in full received during
the relevant Prepayment Period: the difference between (i) one
month’s interest at the applicable Net Loan Rate on the
Stated Principal Balance of such Mortgage Loan immediately prior to
such prepayment and (ii) the amount of interest for the calendar
month of such prepayment (adjusted to the applicable Net Loan Rate)
received at the time of such prepayment; and
(c) any Relief Act Reductions for such Distribution
Date.
“ Late Payment Rate
”: For any Distribution Date, the
lesser of (i) the greater of (a) the rate of interest, as it is
publicly announced by Citibank, N.A. at its principal office in New
York, New York as its prime rate (any change in such prime rate of
interest to be effective on the date such change is announced by
Citibank, N.A.) plus 3% and (b) the then applicable highest
rate of interest on the Insured Certificates and (ii) the maximum
rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on
the basis of the actual number of days elapsed over a year of 360
days.
“ Latest Possible Maturity
Date ”: As determined as of the Cut-off Date, the
Distribution Date following the fifth anniversary of the scheduled
maturity date of the Mortgage Loan having the latest scheduled
maturity date as of the Cut-off Date.
“ Lender-Paid Mortgage Insurance
Loan ”: Each Mortgage Loan identified as such in the
Mortgage Loan Schedule.
“ Lender-Paid Mortgage Insurance
Fee ”: With respect to any Distribution Date and
each Lender Paid Mortgage Insurance Mortgage Loan, an amount equal
to the product of the Lender-Paid Mortgage Insurance Fee Rate and
the outstanding Principal Balance of such Mortgage Loan as of the
first day of the related Due Period.
“ Lender-Paid Mortgage Insurance
Fee Rate ”: For each Lender-Paid Mortgage Insurance
Loan and any Distribution Date, the per annum rate required to be
paid in connection with the related lender-paid mortgage insurance
policy for such Mortgage Loan on such Distribution Date.
“LIBOR”
: With respect to the first Accrual
Period, the Initial LIBOR Rate. With respect to each subsequent
Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Trustee on the
basis of the “Interest Settlement Rate” set by the BBA
for one-month United States dollar deposits, as such rates appear
on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
LIBOR Determination Date.
(a) If on such a LIBOR Determination Date, the
BBA’s Interest Settlement Rate does not appear on the
Telerate Page 3750 as of 11:00 a.m. (London time), or if the
Telerate Page 3750 is not available on such date, the Trustee will
obtain such rate from Reuters’ “page LIBOR 01” or
Bloomberg’s page “BBAM.” If such rate is not
published for such LIBOR Determination Date, LIBOR for such date
will be the most recently published Interest Settlement Rate. In
the event that the BBA no longer sets an Interest Settlement Rate,
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 am (London time) on such
date to prime banks in the London interbank market. In such event,
the Trustee will 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 loan to leading European
banks.
(b) The establishment of LIBOR by the Trustee and
the Trustee’s subsequent calculation of the Pass-Through Rate
applicable to the LIBOR Certificates for the relevant Accrual
Period, in the absence of manifest error, will be final and
binding.
“ LIBOR Business Day
”: Any day on which banks in London, England and The City of
New York are open and conducting transactions in foreign currency
and exchange.
“ LIBOR Certificates
”: The Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3,
Class 2A-1B, Class 2A-2A, Class 2A-2B, Class 2A-2C Certificates and
the Subordinate Certificates.
“ LIBOR Determination
Date ”: The second LIBOR Business Day immediately
preceding the commencement of each Accrual Period for the LIBOR
Certificates.
“ Liquidated Mortgage
Loan ”: With respect to any Distribution Date, any
Mortgage Loan in respect of which the Servicer has determined, as
of the end of the related Prepayment Period, that all Liquidation
Proceeds that it expects to recover with respect to the liquidation
of such Mortgage Loan or disposition of the related REO Property
have been recovered.
“ Liquidation Event
”: With respect to any Mortgage Loan, any of the following
events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii)
such Mortgage Loan is removed from the Trust Fund by reason of its
being purchased, sold or replaced pursuant to or as contemplated
hereunder. With respect to any REO Property, either of the
following events: (i) a Final Recovery Determination is made as to
such REO Property; or (ii) such REO Property is removed from the
Trust Fund by reason of its being sold or purchased pursuant to
Section 10.01 hereof or the applicable provisions of the Servicing
Agreement.
“ Liquidation Expenses
”: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the
Servicer, such expenses including (a) property protection expenses,
(b) property sales expenses, (c) foreclosure and sale costs,
including court costs and reasonable attorneys’ fees, and (d)
similar expenses reasonably paid or incurred in connection with
liquidation.
“ Liquidation Proceeds
”: With respect to any Mortgage Loan, the amount (other than
amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Servicer as proceeds from the
liquidation of such Mortgage Loan, as determined in accordance with
the applicable provisions of the Servicing Agreement, other than
Recoveries; provided that with respect to any Mortgage
Loan or REO Property repurchased, substituted or sold pursuant to
or as contemplated hereunder, or pursuant to the applicable
provisions of the Servicing Agreement, “Liquidation
Proceeds” shall also include amounts realized in connection
with such repurchase, substitution or sale.
“ Loan Group ”:
Either of Loan Group 1 or Loan Group 2, as the context
requires.
“ Loan Group Balance
”: With respect to each Loan Group and any Distribution Date,
the aggregate of the Stated Principal Balances, as of the Close of
Business on the first day of the month preceding the month in which
such Distribution Date occurs, of the Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans on that day.
“ Loan Group Collateral
Balance ”: With respect to each Loan Group and any
date of determination, the applicable Loan Group Balance plus the
amount, if any, then on deposit in the Prefunding Account, with
respect to the related Loan Group; provided that the Loan
Group Collateral Balance as of the Initial Cut-off Date will
include the Group 1 Prefunded Amount or Group 2 Prefunded Amount,
as applicable.
“ Loan Group 1 ”:
At any time, the Group 1 Mortgage Loans in the aggregate and any
REO Properties acquired in respect thereof.
“ Loan Group 2 ”:
At any time, the Group 2 Mortgage Loans in the aggregate and any
REO Properties acquired in respect thereof.
“ Loan Rate ”: With
respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with
the provisions of the related Mortgage Note.
“ Loan-to-Value Ratio
”: With respect to each Mortgage Loan and any date of
determination, a fraction, expressed as a percentage, the numerator
of which is the Principal Balance of the Mortgage Loan at such date
of determination and the denominator of which is the Value of the
related Mortgaged Property.
“ Lost Note Affidavit
”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been lost or destroyed and has not been replaced,
an affidavit from the Seller certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of
the related Mortgage Note and indemnifying the Trust Fund against
any loss, cost or liability resulting from the failure to deliver
the original Mortgage Note) in the form of Exhibit H
hereto.
“ Lower-Tier Regular
Interest ”: As described in the Preliminary
Statement.
“ Lower-Tier REMIC
”: As described in the Preliminary Statement.
“ Majority
Certificateholders ”: The Holders of Certificates
evidencing at least 51% of the Voting Rights.
“ Maximum Loan Rate
”: With respect to each Mortgage Loan, the percentage set
forth in the related Mortgage Note as the maximum Loan Rate
thereunder.
“Middle-Tier Net WAC
Cap” : For any
Distribution Date, the product of (i) the weighted average of the
interest rates on the Middle-Tier Regular Interests for such
Distribution Date (other than the MT-C and MT-I Interests)
multiplied by (ii) the quotient of 30 divided by the actual number
of days in the accrual period.
“ Middle-Tier Regular
Interest ”: As described in the Preliminary
Statement.
“Middle-Tier REMIC”
: As described in the Preliminary
Statement.
“ MERS ”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“ MERS Mortgage Loan
”: Any Mortgage Loan registered with MERS on the MERS
System.
“ MERS ®
System ”: The system of recording
transfers of mortgages electronically maintained by
MERS.
“ MIN ”: The
Mortgage Identification Number for any MERS Mortgage
Loan.
“ MOM Loan ”: Any
Mortgage Loan as to which MERS is acting as mortgagee, solely as
nominee for the originator of such Mortgage Loan and its successors
and assigns.
“ Monthly Interest Distributable
Amount ”: With respect to each Class of Certificates
(other than the Class C, Class P and Class R Certificates) and any
Distribution Date, the amount of interest accrued during the
related Accrual Period at the lesser of the related Pass-Through
Rate and the related Adjusted Cap Rate on the Class Principal
Balance of that Class immediately prior to that Distribution Date,
in each case, reduced by any Net Interest Shortfalls allocated to
such Class as provided in Section 5.01(c); provided,
however , that for purposes of compliance with the REMIC
Provisions, (A) the Monthly Interest Distributable Amount for each
Class of Subordinate Certificates shall be calculated by reducing
the related Pass-Through Rate by a per annum rate equal to (i) 12
times the Subordinate Class Expense Share for such Class
divided by (ii) the Class Principal Balance of such Class
as of the beginning of the related Accrual Period and (B) such
Class shall be deemed to bear interest at such Pass-Through Rate as
so reduced for federal income tax purposes.
“ Monthly Payment
”: With respect to any Mortgage Loan, the scheduled monthly
payment of principal and/or interest on such Mortgage Loan that is
payable by the related Mortgagor from time to time under the
related Mortgage Note, determined, for the purposes of this
Agreement: (a) after giving effect to any reduction in the amount
of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by the Servicer pursuant to the applicable provisions of
the Servicing Agreement; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when
due.
“ Moody’s ”:
Moody’s Investors Service, Inc. and its
successors.
“ Mortgage ”: The
mortgage, deed of trust or other instrument creating a first lien
on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“ Mortgage File ”:
The mortgage documents listed in Section 2.01 hereof pertaining to
a particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
“ Mortgage Loan ”:
Each Mortgage Loan (including Cooperative Loans) transferred and
assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d)
hereof as from time to time held as a part of the Trust Fund, the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“ Mortgage Loan Purchase
Agreement ”: The Mortgage Loan Purchase Agreement
between the Seller and the Depositor, dated as of November 1, 2006,
regarding the transfer of the Mortgage Loans by the Seller
(including the Seller’s rights and interest in the Servicing
Agreement) to or at the direction of the Depositor.
“ Mortgage Loan Schedule
”: As of any date, the list of Mortgage Loans included in the
Trust Fund on such date, attached hereto as Schedule I. The
Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage
Loan:
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(i)
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the Mortgage
Loan identifying number;
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(ii)
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the state and
five-digit ZIP code of the Mortgaged Property;
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(iii)
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a code
indicating whether the Mortgaged Property was represented by the
borrower, at the time of origination, as being
owner-occupied;
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(iv)
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a code
indicating whether the Residential Dwelling constituting the
Mortgaged Property is (a) a detached single family dwelling, (b) a
dwelling in a planned unit development, (c) a condominium unit, (d)
a two- to four-unit residential property, (e) a townhouse or (f)
other type of Residential Dwelling;
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(v)
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if the related
Mortgage Note permits the borrower to make Monthly Payments of
interest only for a specified period of time, (a) the original
number of such specified Monthly Payments and (b) the remaining
number of such Monthly Payments as of the Cut-off Date;
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(vi)
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the original
months to maturity;
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(vii)
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the stated
remaining months to maturity from the Cut-off Date based on the
original amortization schedule;
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(viii)
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the
Loan-to-Value Ratio at origination;
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(x)
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the Loan Rate
in effect immediately following the Cut-off Date;
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(xi)
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the date on
which the first Monthly Payment is or was due on the Mortgage
Loan;
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(xii)
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the stated
maturity date;
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(xiii)
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the Servicing
Fee Rate;
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(xiv)
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the last Due
Date on which a Monthly Payment was actually applied to the unpaid
Stated Principal Balance;
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(xv)
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the original
principal balance of the Mortgage Loan;
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(xvi)
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the Stated
Principal Balance of the Mortgage Loan on the Cut-off Date and a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out refinancing);
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(xvii)
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the Index and
Gross Margin specified in related Mortgage Note;
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(xviii)
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the next
Adjustment Date, if applicable;
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(xix)
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the Maximum
Loan Rate, if applicable;
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(xx)
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the Value of
the Mortgaged Property;
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(xxi)
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the sale price
of the Mortgaged Property, if applicable;
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(xxiii)
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whether the
Mortgage Loan is a Lender-Paid Mortgage Insurance Loan, and the
applicable Lender-Paid Mortgage Insurance Fee Rate, if
applicable;
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(xxiv)
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the Expense Fee
Rate therefor; and
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(xxv)
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the respective
Loan Group.
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Information set forth in clauses (ii) and (iii)
above regarding each Mortgagor and the related Mortgaged Property
shall be confidential and the Trustee shall not disclose such
information except to the extent disclosure may be required by any
law or regulatory or administrative authority; provided ,
however , that the Trustee may disclose on a confidential
basis any such information to its agents, attorneys and any
auditors in connection with the performance of its responsibilities
hereunder.
The Mortgage Loan Schedule, as in effect from
time to time, shall also set forth the following information with
respect to the Mortgage Loans in the aggregate and by Loan Group as
of the Cut-off Date: (1) the number of Mortgage Loans;
(2) the current Principal Balance of the Mortgage Loans;
(3) the weighted average Loan Rate of the Mortgage Loans; and
(4) the weighted average remaining months to maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by the Seller in accordance with the provisions of
this Agreement.
“ Mortgage Note ”:
The original executed note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
“ Mortgaged Property
”: Either of (x) the fee simple or leasehold interest in real
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the
related Mortgage Loan proceeds, or (y) in the case of a Cooperative
Loan, the related Cooperative Shares and Proprietary Lease,
securing the indebtedness of the Mortgagor under the related
Mortgage Loan.
“ Mortgagor ”: The
obligor on a Mortgage Note.
“ MTA ”: The
twelve-month average yields on United States Treasury securities
adjusted to a constant maturity of one year as published by the
Federal Reserve Board in Statistical Release H.15(519).
“ MTA Indexed ”:
Indicates a Mortgage Loan that has an adjustable Loan Rate
calculated on the basis of the MTA index.
“ Net Deferred Interest
”: With respect to each Loan Group and any Distribution Date,
the greater of (i) the excess, if any, of the Deferred Interest for
the related Due Date over the aggregate amount of any Principal
Prepayments in part or in full received during the related
Prepayment Period and (ii) zero.
“ Net Interest Shortfall
”: With respect to any Distribution Date, the excess of the
Interest Shortfalls, if any, for such Distribution Date over the
sum of (i) Interest Shortfalls paid by the Servicer under the
Servicing Agreement with respect to such Distribution Date and (ii)
Compensating Interest Payments made with respect to such
Distribution Date.
“ Net Liquidation
Proceeds ”: With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property
(including REO Property) the related Liquidation Proceeds net of
Advances, related Servicing Advances, related Servicing Fees and
any other accrued and unpaid fees received and retained in
connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“ Net Loan Rate ”:
With respect to any Mortgage Loan (or the related REO Property), as
of any date of determination, a per annum rate of interest equal to
the then applicable Loan Rate for such Mortgage Loan minus
the Expense Fee Rate and, commencing on the Distribution Date in
December 2016 and on each Distribution Date thereafter until the
Final Maturity Reserve Termination Date, the Final Maturity Reserve
Rate.
“ Net Maximum Rate
”: For any Mortgage Loan and any Distribution Date, the
maximum rate at which interest could accrue on such Mortgage Loan
net of the sum of (a) the Expense Fee Rate and (b) commencing on
the Distribution Date in December 2016 and on each Distribution
Date thereafter until the Final Maturity Reserve Termination Date,
the Final Maturity Reserve Rate.
“ Net Maximum Rate Cap
”: For any Distribution Date will equal the applicable Net
WAC Cap, computed for this purposes on the basis of the assumption
that each Mortgage Loan accrued interest for the related Accrual
Period at its Net Maximum Rate.
“ Net Monthly Excess
Cashflow ”: For any Distribution Date is equal to
the sum of (a) any Overcollateralization Release Amount and (b) the
excess of (x) the Available Funds for such Distribution Date over
(y) the sum for such Distribution Date of (A) the Monthly Interest
Distributable Amounts for the LIBOR Certificates, (B) the Unpaid
Interest Shortfall Amounts for the LIBOR Certificates, (C) the
Principal Remittance Amount, (D) the Aggregate Final Maturity
Reserve Amount and (E) the amount of Principal Prepayments for the
related Prepayment Period to the extent of Deferred Interest for
such Distribution Date.
“ Net Realized Losses
”: For any Class of Certificates and any Distribution Date,
the excess of (i) the amount of Realized Losses previously
allocated to that Class over (ii) the sum of (a) the amount of any
increases to the Class Principal Balance of that Class pursuant to
Section 5.08 due to Recoveries and (b) any payments received
pursuant to Sections 5.01(h)(i) and (ii) from the Yield Maintenance
Account.
“ Net WAC ”: With
respect to any Distribution Date, the weighted average of the Net
Loan Rates of the Mortgage Loans as of the first day of the related
Due Period (or, in the case of the first Distribution Date, as of
the Cut-off Date), weighted on the basis of the related Stated
Principal Balances at the beginning of the related Due Period,
provided, however , that for the first four Distribution
Dates only, such weighted average of the Net Loan Rates of the
Mortgage Loans will be multiplied by the quotient of (i)
the aggregate of the Stated Principal Balances as of the first day
of the related Due Period of the Mortgage Loans having scheduled
payments that are included in determining Available Funds for such
Distribution Date divided by (ii) the sum of (a) the
aggregate of the Stated Principal Balances of all of the Mortgage
Loans as of the first day of the related Due Period and (b) the
amount on deposit in the Prefunding Account immediately prior to
such Distribution Date.
“ Net WAC Cap ”:
For the LIBOR Certificates (other than the Class 2A-1B and Class
2A-2C Certificates) and any Distribution Date is equal to the
product of (x) the Net WAC for such Distribution Date and (y) a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days in the related Accrual Period. For the
Class 2A-1B and Class 2A-2C Certificates and any Distribution Date
is equal to the excess, if any, of (x) the Net WAC Cap for the
Senior Certificates and the Subordinate Certificates for such
Distribution Date over (y) the related Insurer Premium Rate for
such Distribution Date.
“ NIM Redemption Amount
”: As defined in Section 10.01(a).
“ NIM Residual Securities
”: Any preference shares, preference certificates or
ownership certificates issued by a trust or other special purpose
entity in connection with a NIMS Transaction.
“ NIM Notes ”: Any
net interest margin notes issued by an indenture or other special
purpose entity pursuant to an Indenture in connection with a NIMS
Transaction.
“ NIMS Agreement ”:
Any agreement pursuant to which the NIM Notes are
issued.
“ NIMS Insurer ”:
One or more insurance issuing financial guaranty insurance policies
in connection with the issuance of NIM Notes.
“ NIMS Transaction
”: Any issuance by a trust or other special purpose entity of
NIM Notes and NIM Residual Securities, the principal assets of
which trust include Class P and Class C Certificates and payments
received thereon.
“ Nonrecoverable ”:
The determination by the Servicer in respect of a delinquent
Mortgage Loan that if it were to make an Advance in respect
thereof, such amount would not be recoverable from any collections
or other recoveries (including Liquidation Proceeds) on such
Mortgage Loan.
“ Notice ”: As
defined in the Financial Guaranty Insurance Policy.
“ Offered Certificates
”: The Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3,
Class 2A-1B, Class 2A-2A, Class 2A-2B, Class 2A-2C, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7
Certificates.
“ Officers’
Certificate ”: A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a
vice president (however denominated), or by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Seller or the Depositor, as
applicable.
“ One-Month LIBOR
”: The average of interbank offered rates for one month U.S.
dollar deposits in the London market based on quotations of major
banks.
“ Original Capitalized Interest
Amount ”: $20,940,760.00.
“ Opinion of Counsel
”: A written opinion of counsel, who may, without limitation,
be a salaried counsel for the Depositor or the Seller, acceptable
to the Trustee, except that any opinion of counsel relating to (a)
the qualification of any REMIC created hereunder as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of
Independent counsel.
“ Original Class Principal
Balance ”: With respect to each Class of
Certificates other than the Class C, Class P and Class R
Certificates, the corresponding aggregate amount set forth opposite
the Class designation of such Class in the Preliminary
Statement.
“ Originator ”:
Countrywide Home Loans, Inc. or any other originator contemplated
by Item 1110 (§ 229.1110) of Regulation AB.
“ OTS ”: The Office
of Thrift Supervision.
“ Outstanding Mortgage
Loan ”: As of any Due Date, a Mortgage Loan with a
Stated Principal Balance greater than zero, that was not the
subject of a prepayment in full prior to such Due Date and that did
not become a Liquidated Mortgage Loan prior to such Due
Date.
“ Overcollateralization Deficiency
Amount ”: With respect to any Distribution Date, the
amount, if any, by which the Overcollateralization Target Amount
exceeds the Overcollateralized Amount on such Distribution Date
(assuming that 100% of the Principal Remittance Amount is applied
as a principal payment on such Distribution Date).
“ Overcollateralization Release
Amount ”: With respect to any Distribution Date, the
lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralized
Amount for such Distribution Date (assuming that 100% of the
Principal Remittance Amount is applied as a principal payment on
such Distribution Date) over (ii) the Overcollateralization Target
Amount for such Distribution Date.
“ Overcollateralization Target
Amount ”: With respect to any Distribution Date, an
amount equal to (i) prior to the Stepdown Date, 0.50% of the sum of
(a) the aggregate Stated Principal Balance of the Initial Mortgage
Loans as of the applicable Cut-off Date and (b) the amount on
deposit in the Prefunding Account on the Closing Date, (ii) on or
after the Stepdown Date so long as a Trigger Event is not in
effect, the greater of (x)(I) 1.25% of the current Aggregate
Collateral Balance prior to the Distribution Date in December 2012
or (II) 1.00% of the current Aggregate Collateral Balance on or
after the Distribution Date in December 2012 and (y) 0.50% of the
sum of (a) the aggregate Stated Principal Balance of the Initial
Mortgage Loans as of the Cut-off Date and (b) the amount on deposit
in the Prefunding Account on the Closing Date; or (iii) on or after
the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding
Distribution Date.
“ Overcollateralized
Amount ”: For any Distribution Date, an amount equal
to (i) the sum of the Aggregate Collateral Balance of the Mortgage
Loans as of the last day of the related Prepayment Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus (ii) the aggregate Certificate Principal
Balance of the LIBOR Certificates and the Class P Certificates as
of such Distribution Date (after giving effect to distributions to
be made on such Distribution Date) from the Principal Remittance
Amount.
“ Ownership Interest
”: With respect to any Certificate, any ownership or security
interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
“ Pass-Through Rate
”: With respect to each Class of Offered Certificates and the
Class B-7 Certificates and any Distribution Date, the rate set
forth below:
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(A)
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The
Pass-Through Rate for the Class 1A-1A Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.205% per annum (0.410% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(B)
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The
Pass-Through Rate for the Class 2A-1A1 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.090% per annum (0.180% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(C)
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The
Pass-Through Rate for the Class 2A-1A2 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.160% per annum (0.320% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) 11.50% per annum.
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(D)
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The
Pass-Through Rate for the Class 2A-1A3 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.240% per annum (0.480% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) 11.50% per annum.
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(E)
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The
Pass-Through Rate for the Class 2A-1B Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.200% per annum (0.400% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(F)
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The
Pass-Through Rate for the Class 2A-2A Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.190% per annum (0.380% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(G)
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The
Pass-Through Rate for the Class 2A-2B Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.250% per annum (0.500% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(H)
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The
Pass-Through Rate for the Class 2A-2C Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.190% per annum (0.380% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(I)
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The
Pass-Through Rate for the Class B-1 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.400% per annum (0.600% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(J)
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The
Pass-Through Rate for the Class B-2 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.420% per annum (0.630% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(K)
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The
Pass-Through Rate for the Class B-3 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.450% per annum (0.675% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(L)
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The
Pass-Through Rate for the Class B-4 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.640% per annum (0.960% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(M)
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The
Pass-Through Rate for the Class B-5 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.780% per annum (1.170% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(N)
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The
Pass-Through Rate for the Class B-6 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.600% per annum (2.400% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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(O)
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The
Pass-Through Rate for the Class B-7 Certificates with respect to
any Distribution Date shall equal the least of (i) One-Month LIBOR
plus 2.000% per annum (3.000% per annum after the Call Option
Date), (ii) the Net WAC Cap for that Distribution Date and
(iii) the Net Maximum Rate Cap.
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“ Paying Agent ”:
Any paying agent appointed pursuant to Section 6.05 hereof,
initially, the Trustee.
“ PCAOB ”: The
Public Company Accounting Oversight Board.
“ Percentage Interest
”: With respect to any Certificate (other than a Class C,
Class P and Class R Certificate), a fraction, expressed as a
percentage, the numerator of which is the Initial Certificate
Principal Balance represented by such Certificate and the
denominator of which is the Original Class Principal Balance or
Original Class Notional Balance, as applicable, of the related
Class. With respect to the Class C and Class P Certificates, the
percentage interest specified on the face thereof. With respect to
the Class R Certificates, 100%.
“ 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 or managed by the Depositor, the Servicer, the
Trustee or any of their respective Affiliates or for which an
Affiliate of the Trustee serves as an advisor:
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(i)
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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;
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(ii)
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(A) demand and
time deposits in, certificates of deposit of, bankers’
acceptances issued by or federal funds sold by any depository
institution or trust company (including the Trustee or the Servicer
or their agents acting in their respective commercial capacities)
incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment,
such depository institution or trust company or its ultimate parent
has a short-term uninsured debt rating in one of the two highest
available rating categories of each of the Rating Agencies and (B)
any other demand or time deposit or deposit which is fully insured
by the FDIC;
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(iii)
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repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or
trust company (acting as principal) rated A or higher by each of
the Rating Agencies;
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(iv)
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securities
bearing interest or sold at a discount that are issued by any
corporation incorporated under the laws of the United States of
America, the District of Columbia or any State thereof and that are
rated by each Rating Agency in its highest long-term unsecured
rating categories at the time of such investment or contractual
commitment providing for such investment;
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(v)
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by each Rating Agency
in its highest short-term unsecured debt rating available at the
time of such investment;
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(vi)
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any mutual
fund, money market fund, common trust fund or other pooled
investment vehicle, including any such fund that is managed by the
NIMS Insurer, the Trustee or any affiliate of the Trustee or for
which the NIMS Insurer, the Trustee or any of its affiliates acts
as an adviser as long as such fund is rated in at least the second
highest rating category by each Rating Agency rating such fund or
vehicle; and each of the Trustee or the NIMS Insurer may trade with
itself or an affiliate when purchasing or selling Permitted
Investments;
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(vii)
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any Qualified
GIC, as is acceptable to S&P in writing as a permitted
investment of funds; and
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(viii)
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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 Rating Agency in writing as a
permitted investment of funds backing securities having ratings
equivalent to its highest initial ratings of the Senior
Certificates;
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provided,
however , that no
instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest
payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument
provide a yield to maturity at par greater than 120% of the yield
to maturity at par of the underlying obligations.
“ Permitted Transferee
”: Any Transferee of a Residual Certificate other than a
Disqualified Organization or a non-U.S. Person.
“ Person ”: Any
individual, corporation, partnership, limited liability company,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
“ Physical Certificates
”: The Class C, Class P and Class R Certificates.
“ Policy Account ”:
The trust account or accounts created and maintained by the Trustee
pursuant to Section 4.05 hereof in the name of the Trustee for the
benefit of the Class 2A-1B and Class 2A-2C Certificateholders and
designated “Policy Account, Wells Fargo Bank, N.A., as
Trustee, in trust for the registered Certificateholders of
HarborView Mortgage Loan Trust, Mortgage Pass-Through Certificates,
Series 2006-12, Class 2A-1B and Class 2A-2C
Certificates.”
“ Pool Balance ”:
With respect to any Distribution Date, the aggregate of the Stated
Principal Balances, as of the Close of Business on the first day of
the related Due Period, of the Mortgage Loans in all Loan Groups
that were Outstanding Mortgage Loans on that day.
“ Pool Collateral Balance
”: As of any date of determination, the Pool Balance plus the
amount, if any, then on deposit in the Prefunding
Account.
“ Prefunded Amount
”: The amount deposited in the Prefunding Account on the
Closing Date, which shall equal $1,838,636,897.60.
“ Prefunding Account
”: The separate Eligible Account established and maintained
by the Trustee pursuant to Section 4.06 in the name of the
Trustee for the benefit of the Certificateholders and designated
“Prefunding Account, Wells Fargo Bank, N.A., as Trustee, in
trust for the registered Holders of HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-12.”
Funds in the Prefunding Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement and shall not be a part of any REMIC created hereunder;
provided , however , that any investment income
earned from Permitted Investments made with funds in the Prefunding
Account shall be for the account of the Depositor.
“ Prefunding Period
”: The period from the Closing Date until the earliest of (i)
the date on which the amount on deposit in the Prefunding Account
is reduced to less than $100,000, (ii) the occurrence of an Event
of Default or (iii) March 13, 2007.
“ Premium Amount ”:
Each of the Class 2A-1B Premium Amount or Class 2A-2C Premium
Amount, as applicable.
“ Premium Proceeds
”: The amount by which the Termination Price paid in
connection with the termination pursuant to Section 10.01 hereof
exceeds the sum of (i) accrued and unpaid interest and unpaid
principal on the Certificates and any Basis Risk Shortfalls, (ii)
any unreimbursed Servicing Advances and Advances and any unpaid
Servicing Fees and (iii) all amounts, if any, then due and owing to
the Trustee and the Certificate Insurer under this
Agreement.
“ Prepayment Penalty
Amount ”: With respect to any Mortgage Loan and each
Distribution Date, all premiums or charges, if any, paid by
Mortgagors under the related Mortgage Notes as a result of full or
partial Principal Prepayments collected and deposited into the
Distribution Account during the immediately preceding Prepayment
Period, under the terms of the Servicing Agreement.
“ Prepayment Period
”: With respect to any Distribution Date the calendar month
preceding the month in which such Distribution Date
occurs.
“ Primary Insurance
Policy ”: Mortgage guaranty insurance, if any, on an
individual Mortgage Loan, as evidenced by a policy or
certificate.
“ Principal Balance
”: With respect to any Mortgage Loan, other than a Liquidated
Mortgage Loan, and any day, the related Cut-off Date Principal
Balance, minus all collections credited against the
Principal Balance of such Mortgage Loan after the Cut-off Date, as
increased by the amount of any Deferred Interest added to the
outstanding Principal Balance of such Mortgage Loan pursuant to the
terms of the related Mortgage Note. For purposes of this
definition, a Liquidated Mortgage Loan shall be deemed to have a
Principal Balance equal to the Principal Balance of the related
Mortgage Loan as of the final recovery of related Liquidation
Proceeds and a Principal Balance of zero thereafter. With respect
to any REO Property and any day, the Principal Balance of the
related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property.
“ Principal Deficiency
Amount ”: For any Distribution Date
and for any Undercollateralized Group, the excess, if any, of the
aggregate Class Principal Balance of such Undercollateralized Group
immediately prior to such Distribution Date over the sum of the
Principal Balances of the Mortgage Loans in the related Loan Group
immediately prior to such Distribution Date.
“ Principal Distribution
Amount ”: For any Distribution Date and Loan Group,
the excess of (x) the related Principal Remittance Amount reduced
by the lesser of (a) Principal Prepayments received for the related
Loan Group during the related Prepayment Period and (b) the amount
of Deferred Interest added to the Principal Balance of the Mortgage
Loans in the related Loan Group on the Due Date in the month of
such Distribution Date over (y) such Loan Group’s pro rata
share, based on the aggregate outstanding Principal Balance of the
Mortgage Loans, of the Overcollateralization Release Amount for
such Distribution Date.
“ Principal Prepayment
”: Any payment of principal made by the Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date
and that is not accompanied by an amount of interest representing
the full amount of scheduled interest due on any Due Date in any
month or months subsequent to the month of prepayment.
“ Principal Remittance
Amount ”: With respect to each Loan Group and any
Distribution Date, the sum of (a) each scheduled payment of
principal collected or advanced on the related Mortgage Loans
(before taking into account any Deficient Valuations or Debt
Service Reductions) by the Servicer in respect of the related Due
Period, (b) that portion of the Purchase Price or Repurchase
Price, as applicable, representing principal of any repurchased
Mortgage Loan in that Loan Group, deposited to the Distribution
Account during the related Prepayment Period, (c) the
principal portion of any related Substitution Adjustments with
respect to that Loan Group deposited in the Distribution Account
during the related Prepayment Period, (d) the principal
portion of all Insurance Proceeds received during the related
Prepayment Period with respect to Mortgage Loans in that Loan Group
that are not yet Liquidated Mortgage Loans, (e) the principal
portion of all Net Liquidation Proceeds received during the related
Prepayment Period with respect to Liquidated Mortgage Loans in that
Loan Group other than Recoveries, (f) all Principal
Prepayments (net of portions of Principal Prepayments applied in
respect of Deferred Interest pursuant to Section 5.01(a)(i)) in
part or in full on Mortgage Loans received by the Servicer during
the related Prepayment Period, net of Deferred Interest, (g) all
Recoveries related to that Loan Group received during the related
Prepayment Period, (h) the outstanding principal balance of each
Mortgage Loan purchased from the Trust Fund by the NIMS Insurer (in
the case of certain Mortgage Loans 90 days or more delinquent) and
(i) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01 hereof, that portion of the
Termination Price in respect of principal for that Loan
Group.
“ Pro Rata Share ”:
With respect to any Distribution Date and any Class of Subordinate
Certificates, the portion of the Subordinate Principal Distribution
Amount allocable to such Class, equal to the product of the (a)
Subordinate Principal Distribution Amount on such date and (b) a
fraction, the numerator of which is the related Class Principal
Balance of that Class and the denominator of which is the aggregate
of the Class Principal Balances of all the Classes of Subordinate
Certificates.
“ Proprietary Lease
”: With respect to any Cooperative Unit, a lease or occupancy
agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.
“ Prospectus ”: The
Prospectus Supplement, together with the accompanying prospectus,
dated August 10, 2006, relating to the Offered
Certificates.
“ Prospectus Supplement
”: That certain prospectus supplement dated December 11,
2006, relating to the initial offering of the Offered
Certificates.
“ Purchase Agreement
”: The Master Mortgage Loan Purchase and Servicing Agreement
dated as of April 1, 2003, as amended by that certain Amendment
Number One dated as of November 1, 2004, and as further amended by
that certain Amendment Reg AB to the Master Mortgage Loan Purchase
and Servicing Agreement dated as of December 1, 2005, between
Greenwich Capital Financial Products, Inc. (“GCFP”), as
owner and Countrywide Home Loans, Inc. (“Countrywide”),
as servicer, as reconstituted pursuant to a Reconstituted Servicing
Agreement dated as of October 1, 2006, by and among GCFP, Greenwich
Capital Acceptance, Inc., Countrywide and Countrywide Home Loans
Servicing LP, and acknowledged by Wells Fargo Bank, N.A., as
trustee, as the same may be amended from time to time, and any
assignments and conveyances related to the Mortgage
Loans.
“ Purchase Price ”:
With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 hereof, and as
confirmed by an Officers’ Certificate from the Seller to the
Trustee, an amount equal to the sum of (i) 100% of the
Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 10.01), plus (ii) in the case of
(x) a Mortgage Loan, accrued interest on such Principal
Balance at the applicable Loan Rate (or if the Servicer is
repurchasing such Mortgage Loan, the Loan Rate minus the Servicing
Fee Rate) from the Due Date as to which interest was last covered
by a payment by the Mortgagor through the end of the calendar month
in which the purchase is to be effected, and (y) an REO
Property, the sum of (1) accrued interest on such Principal
Balance at the applicable Loan Rate (or if the Servicer is
repurchasing such Mortgage Loan, the Loan Rate minus the Servicing
Fee Rate) from the Due Date as to which interest was last covered
by a payment by the Mortgagor plus (2) REO Imputed Interest for
such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending
with the calendar month in which such purchase is to be effected,
net of the total of all net rental income, Insurance Proceeds and
Liquidation Proceeds that as of the date of purchase had been
distributed as or to cover REO Imputed Interest, plus
(iii) any unreimbursed Servicing Advances and any unpaid
Expense Fees allocable to such Mortgage Loan or REO Property, plus
(iv) in the case of a Mortgage Loan required to be purchased
pursuant to Section 2.03 hereof, expenses reasonably incurred or to
be incurred by the Trustee in respect of the breach or defect
giving rise to the purchase obligation and plus (v) any costs and
damages incurred by the Trust Fund in connection with any violation
by such Mortgage Loan of any predatory- or abusive-lending
laws.
“ Qualified GIC
”: A guaranteed investment contract or surety bond
providing for the investment of funds in the Capitalized Interest
Account and insuring a minimum, fixed or floating rate of return on
investments of such funds, which contract or surety bond
shall:
(i) be an obligation of an insurance company or
other corporation whose long--term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long--term debt, whose claims paying
ability is rated by each Rating Agency in one of its two highest
rating categories, and whose short-term debt is rated by each
Rating Agency in its highest rating category;
(ii) provide that the Trustee may exercise all of
the rights under such contract or surety bond without the necessity
of taking any action by any other Person;
(iii) provide that if at any time the then current
credit standing of the obligor under such guaranteed investment
contract is such that continued investment pursuant to such
contract of funds would result in a downgrading of any rating of
the Certificates or the NIM Notes or the Trustee shall terminate
such contract without penalty and be entitled to the return of all
funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract
to the date of delivery of such funds to the
Trustee;
(iv) provide that the Trustee’s interest
therein shall be transferable to any successor trustee hereunder;
and
(v) provide that the funds reinvested thereunder
and accrued interest thereon be returnable to the Capitalized
Interest Account not later than the Business Day prior to any
Distribution Date.
“ Qualified Insurer
”: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection
with the insurance policy issued by such insurer, duly authorized
and licensed in such states to transact a mortgage guaranty
insurance business in such states and to write the insurance
provided by the insurance policy issued by it, and having a claims
paying ability which is acceptable to each Rating Agency for
pass-through certificates without a Financial Guaranty Insurance
Policy having the same ratings on the Certificates rated by each
Rating Agency as of the Closing Date. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims
paying ability rating as the insurer it replaces had on the Closing
Date.
“ Qualified Substitute Mortgage
Loan ”: A Mortgage Loan substituted for a Deleted
Mortgage Loan pursuant to the terms of this Agreement which must,
on the date of such substitution, (i) have an outstanding
principal balance, after application of all scheduled payments of
principal and interest due during or prior to the month of
substitution, not in excess of, and not more than 5% less than, the
Principal Balance of the Deleted Mortgage Loan as of the Due Date
in the calendar month during which the substitution occurs,
(ii) have a maximum loan rate not less than the Maximum Loan
Rate of the Deleted Mortgage Loan, (iii) have a gross margin
equal to or greater than the Gross Margin of the Deleted Mortgage
Loan, (iv) have the same Index as the Deleted Mortgage Loan, (v)
have its next adjustment date not more than two months after the
next Adjustment Date of the Deleted Mortgage Loan, (vi) have a
remaining term to maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan, (vii) be
current as of the date of substitution, (viii) have a
Loan-to-Value Ratio as of the date of substitution equal to or
lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, (ix) have been underwritten or re-underwritten
in accordance with the same or substantially similar underwriting
criteria and guidelines as the Deleted Mortgage Loan, (x) is of the
same or better credit quality as the Deleted Mortgage Loan and
(xi) conform to each representation and warranty set forth in
Section 2.04 hereof applicable to the Deleted Mortgage Loan. In the
event that one or more Mortgage Loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i)
hereof shall be determined on the basis of aggregate principal
balances, the terms described in clause (vi) hereof shall be
determined on the basis of weighted average remaining term to
maturity, the Loan-to-Value Ratio described in clause
(viii) hereof shall be satisfied as to each such Mortgage Loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (x) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or
in the aggregate, as the case may be.
“ Rating Agency ”:
Each of S&P and Moody’s and any respective successors
thereto. If Moody’s, S&P or their respective successors
shall no longer be in existence, “Rating Agency” shall
include such nationally recognized statistical rating agency or
agencies, or other comparable Person or Persons, as shall have been
designated by the Depositor, notice of which designation shall be
given to the Trustee.
“ Realized Loss ”:
With respect to any Liquidated Mortgage Loan, the amount of loss
realized equal to the portion of the Principal Balance remaining
unpaid after application of all Net Liquidation Proceeds in respect
of such Liquidated Mortgage Loan.
“ Recognition Agreement
”: With respect to any Cooperative Loan, an agreement between
the related Cooperative Corporation and the originator of such
Mortgage Loan to establish the rights of such originator in the
related Cooperative Property.
“ Reconstitution
Agreement ”: The reconstituted servicing agreement
dated as of November 1, 2006 among the Seller, the Depositor and
the Servicer and acknowledged by the Trustee, reconstituting the
Servicing Agreement.
“ Record Date ”:
With respect to each Distribution Date and the LIBOR Certificates,
the Business Day preceding the applicable Distribution Date so long
as such Certificates remain Book-Entry Certificates and otherwise
the Record Date shall be same as the other Classes of Certificates.
For each other Class of Certificates, the last Business Day of the
calendar month preceding the month in which such Distribution Date
occurs.
“ Recovery ”: With
respect to any Distribution Date and a Mortgage Loan that became a
Liquidated Mortgage Loan in the month preceding the month prior to
that Distribution Date and with respect to which the related
Realized Loss was allocated to one or more Classes of Certificates,
an amount received in respect of such Liquidated Mortgage Loan
during the prior calendar month, net of any reimbursable
expenses.
“ Reference Bank: ”
A leading bank engaged in transactions in Eurodollar deposits in
the international Eurocurrency market, which shall not control, be
controlled by, or be under common control with, the Trustee and
shall have an established place of business in London. Until all of
the LIBOR Certificates are paid in full, the Trustee will at all
times retain at least four Reference Banks for the purpose of
determining LIBOR with respect to each LIBOR Determination Date.
The Trustee initially shall designate the Reference Banks (after
consultation with the Depositor). If any such Reference Bank should
be unwilling or unable to act as such or if the Trustee should
terminate its appointment as Reference Bank, the Trustee shall
promptly appoint or cause to be appointed another Reference Bank
(after consultation with the Depositor). The Trustee shall have no
liability or responsibility to any Person for (i) the selection of
any Reference Bank for purposes of determining LIBOR or (ii) any
inability to retain at least four Reference Banks which is caused
by circumstances beyond its reasonable control.
“ Refinancing Mortgage
Loan ”: Any Mortgage Loan originated in connection
with the refinancing of an existing Mortgage Loan.
“ Regular Certificate
”: Any Certificate other than the Class C, Class P and Class
R Certificates.
“ Regulation AB ”:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from
time to time, and subject to such clarifications and
interpretations 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, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
“ Regulation S
”: Regulation S promulgated under the Securities Act or
any successor provision thereto, in each case as the same may be
amended from time to time; and all references to any rule, section
or subsection of, or definition or term contained in,
Regulation S means such rule, section, subsection, definition
or term, as the case may be, or any successor thereto, in each case
as the same may be amended from time to time.
“ Regulation S Global
Security ”: The meaning specified in Section
6.01.
“ Relevant Servicing
Criteria ”: The Servicing Criteria applicable to
each party, as set forth on Exhibit Q attached hereto. Multiple
parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged
by the Trustee, the Custodian or the Servicer, the term
“Relevant Servicing Criteria” may refer to a portion of
the Relevant Servicing Criteria applicable to such
parties.
“ Relief Act ”: The
Servicemembers Civil Relief Act, as amended, or any similar state
or local law.
“ Relief Act Reductions
”: With respect to any Distribution Date and any Mortgage
Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended Due Period
as a result of the application of the Relief Act, the amount, if
any, by which (i) interest collectible on that Mortgage Loan during
such Due Period is less than (ii) one month’s interest on the
Stated Principal Balance of such Mortgage Loan at the Loan Rate for
such Mortgage Loan before giving effect to the application of the
Relief Act.
“ REMIC ”: A
“real estate mortgage investment conduit” within the
meaning of Section 860D of the Code.
“ REMIC Opinion ”:
An Independent Opinion of Counsel, to the effect that the proposed
action described therein would not cause an Adverse REMIC
Event.
“ REMIC Provisions
”: Provisions of the federal income tax law relating to real
estate mortgage investment conduits which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations and rulings promulgated thereunder, as
the foregoing may be in effect from time to time.
“ Remittance Report
”: The Servicer’s Remittance Report to the Trustee
pursuant to the Servicing Agreement providing information with
respect to each Mortgage Loan which is provided no later than the
10 th calendar day of each month and which shall contain
such information as may be agreed upon by the Trustee and which
shall be sufficient to enable the Trustee to prepare the related
Distribution Date Statement.
“ Rents from Real
Property ”: With respect to any REO Property, gross
income of the character described in Section 856(d) of the
Code.
“ REO Account ”:
The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to the Servicing Agreement.
“ REO Disposition
”: The sale or other disposition of an REO Property on behalf
of the Trust Fund.
“ REO Imputed Interest
”: With respect to any REO Property, for any calendar month
during which such REO Property was at any time part of the Trust
Fund, one month’s interest at the applicable Net Loan Rate
for such REO Property on the Principal Balance of such REO Property
(or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the
Due Date in such calendar month.
“ REO Principal
Amortization ”: With respect to any REO Property,
for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such
calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination
Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 hereof that is
allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to the applicable provisions of
the Servicing Agreement in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to the applicable provisions
of the Servicing Agreement for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage
Loan, over (b) the REO Imputed Interest in respect of such REO
Property for such calendar month.
“ REO Property ”: A
Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure in
accordance with the applicable provisions of the Servicing
Agreement.
“Reportable Event
”: As defined in Section
3.19(c).
“Request for
Release” : A
release signed by a Servicing Officer, in the form of Exhibit F
attached hereto.
“ Required Reserve Fund
Deposit ”: With respect to the Class C Certificates
and any Distribution Date, an amount equal to the lesser of (i) the
Net Monthly Excess Cashflow otherwise distributable to the Class C
Certificates for such Distribution Date and (ii) the amount
required to bring the balance on deposit in the Basis Risk Reserve
Fund to an amount equal to the Basis Risk Shortfall for such
Distribution Date with respect to the LIBOR certificates (after
giving effect to distributions of amounts received pursuant to the
Class 2A-1A2 Yield Maintenance Agreement, the Class 21A-2A3 Yield
Maintenance Agreement and the Yield Maintenance Allocation
Agreement).
“ Residential Dwelling
”: Any one of the following: (i) a detached one-family
dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a condominium project,
(iv) a manufactured home, (v) a cooperative unit or (vi) a detached
one-family dwelling in a planned unit development, none of which is
a mobile home.
“ Residual Certificate
”: The Class R Certificates.
“ Responsible Officer
”: When used with respect to the Trustee, any director, any
vice president, any assistant vice president, any associate
assigned to the Corporate Trust Office (or similar group) or any
other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is
referred because of such officer’s knowledge of and
familiarity with the particular subject.
“ Restricted Global
Security ”: As defined in Section 6.01.
“ S&P ”:
Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.
“ Sarbanes Oxley Act
”: The Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission’s
staff).
“ Sarbanes-Oxley
Certification ”: A written certification signed by
an officer of the Depositor that complies with (i) the
Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time
to time; provided that if, after the Closing Date (a) the
Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred to in
clause (ii) are modified or superseded by any subsequent statement,
rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to
time pursuant to the Sarbanes-Oxley Act of 2002, which in any such
case affects the form or substance of the required certification
and results in the required certification being, in the reasonable
judgment of the Depositor, materially more onerous than the form of
the required certification as of the Closing Date, the
Sarbanes-Oxley Certification shall be as agreed to by the Depositor
and the Seller following a negotiation in good faith to determine
how to comply with any such new requirements.
“ Securities Act ”:
The Securities Act of 1933, as amended, and the rules and
regulations thereunder.
“ Security Agreement
”: With respect to any Cooperative Loan, the agreement
between the owner of the related Cooperative Shares and the
originator of the related Mortgage Note that defines the terms of
the security interest in such Cooperative Shares and the related
Proprietary Lease.
“ Seller ”: GCFP,
in its capacity as seller under this Agreement.
“ Senior Certificate
”: Any one of the Class 1A-1A, Class 2A-1A1, Class 2A-1A2,
Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class 2A-2B and Class 2A-2C
Certificates.
“ Senior Certificate
Group ”: Either (a) the Class 1A-1A Certificates
with respect to Loan Group 1 or (b) the 1A-1A, Class 2A-1A1, Class
2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class 2A-2B and
Class 2A-2C Certificates with respect to Loan Group 2.
“ Senior
Certificateholder ”: Any Holder of a Senior
Certificate.
“ Senior Credit Support Depletion
Date ”: The date on which the Class Principal
Balance of each Class of Subordinate Certificates has been reduced
to zero.
“ Senior Principal Distribution
Amount ”: For any Distribution Date, an amount equal
to the excess of (x) the aggregate class principal balance of the
Senior Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) for each Distribution
Date prior to December 2012, 76.250% and thereafter 81.000% and
(ii) the Aggregate Collateral Balance as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the Aggregate
Collateral Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus
$24,700,000.
“ Senior Termination Date
”: For each Senior Certificate Group, the Distribution Date
on which the aggregate of the Class Principal Balances of the
related Senior Certificates is reduced to zero.
“ Servicer ”:
Countrywide Servicing, as primary servicer of the Mortgage Loans as
set forth and as individually defined in the Mortgage Loan Schedule
hereto, and any successors thereto.
“ Servicer Remittance
Date ”: With respect to each Mortgage Loan, the 18
th day of each month, or if such 18 th day is
not a Business Day, the preceding Business Day.
“ Servicing Account
”: Any account established and maintained for the benefit of
the Trust Fund by the Servicer or with respect to the related
Mortgage Loans and any REO Property, pursuant to the terms of the
Servicing Agreement.
“ Servicing Advances
”: With respect to the Servicer (including the Trustee in its
capacity as successor Servicer), all customary, reasonable and
necessary “out of pocket” costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the
Servicer (including the Trustee in its capacity successor Servicer)
in the performance of its servicing obligations under the Servicing
Agreement, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of the
Mortgaged Property, (ii) any enforcement or judicial proceedings,
including foreclosures, (iii) the management and liquidation of the
REO Property and (iv) compliance with the obligations under Article
III hereof or the Servicing Agreement.
“ Servicing Agreement
”: The Master Mortgage Loan Purchase and Servicing Agreement
dated as of April 1, 2003, as amended by that certain Amendment
Number One dated November 1, 2004, and as further amended by that
certain Amendment Reg AB dated December 1, 2005, between GCFP, as
purchaser, and Countrywide, as seller, as reconstituted by the
Reconstitution Agreement, as the same may be amended from time to
time, and any assignments and conveyances related to the Mortgage
Loans.
“ Servicing Criteria
”: The criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time.
“ Servicing Fee ”:
With respect to the Servicer and each Mortgage Loan and for any
calendar month, the fee payable to the Servicer determined pursuant
to the Servicing Agreement.
“ Servicing Fee Rate
”: With respect to each Mortgage Loan, the per annum rate of
0.3750%.
“ Servicing Function
Participant ”: Any Subservicer, Subcontractor of the
Servicer, the Custodian and the Trustee, respectively.
“ Servicing
Officer”: Any officer of the Servicer or any
Subservicer involved in, or responsible for, the administration and
servicing of Mortgage Loans, whose name and specimen signature
appear on a list of servicing officers furnished to the Trustee,
the Custodian and the Depositor on the Closing Date, as such list
may from time to time be amended.
“ Sponsor ”:
Greenwich Capital Financial Products, Inc., in its capacity as
sponsor under this Agreement.
“ Startup Day ”: As
defined in Section 9.01(b) hereof.
“ Stated Principal
Balance ”: With respect to any Mortgage Loan: (a) as
of the Distribution Date in December 2006, the Cut-off Date
Principal Balance of such Mortgage Loan, (b) thereafter as of
any date of determination up to and including the Distribution Date
on which the proceeds, if any, of a Liquidation Event with respect
to such Mortgage Loan would be distributed, the Cut-off Date
Principal Balance of such Mortgage Loan minus , in the
case of each Mortgage Loan, the sum of (i) the principal
portion of each Monthly Payment due on a Due Date subsequent to the
Cut-off Date, whether or not received, (ii) all Principal
Prepayments received after the Cut-off Date, to the extent
distributed pursuant to Section 5.01 before such date of
determination and (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Servicer as recoveries of principal in
accordance with the applicable provisions of the Servicing
Agreement, to the extent distributed pursuant to Section 5.01
before such date of determination; and (c) as of any date of
determination subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, zero; provided that
such Stated Principal Balance shall be increased by the amount of
any Deferred Interest added to the outstanding Principal Balance of
such Mortgage Loan pursuant to the terms of the related Mortgage
Note. With respect to any REO Property: (x) as of any date of
determination up to and including the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such
REO Property would be distributed, an amount (not less than zero)
equal to the Stated Principal Balance of the related Mortgage Loan
as of the date on which such REO Property was acquired on behalf of
the Trust Fund, minus the aggregate amount of REO Principal
Amortization in respect of such REO Property for all previously
ended calendar months, to the extent distributed pursuant to
Section 5.01 before such date of determination; and
(y) as of any date of determination subsequent to the
Distribution Date on which the proceeds, if any, of a Liquidation
Event with respect to such REO Property would be distributed,
zero.
“ Stepdown Date ”:
The earlier to occur of (i) the first Distribution Date on which
the aggregate Certificate Principal Balance of the Senior
Certificates has been reduced to zero and (ii) the later to occur
of (x) the Distribution Date occurring in December 2009 and (y) the
first Distribution Date on which the Credit Enhancement Percentage
(calculated for this purpose only after taking into account
distributions of principal on the Mortgage Loans and before
distribution of the Principal Distribution Amount to the holders of
the Certificates then entitled to distributions of principal on
such Distribution Date) is greater than or equal to (a) prior to
the Distribution Date in December 2012, 23.750% and (b) on or after
the Distribution Date in December 2012, 19.000%.
“ Strike Rate ”:
With respect to any Distribution Date and the Yield Maintenance
Agreement, the strike rate for such date set forth on Exhibit I of
the Yield Maintenance Agreement.
“ Subcontractor ”:
Any vendor, subcontractor or other Person that is not responsible
for the overall servicing of Mortgage Loans but performs one or
more discrete functions identified in Item 1122(d) of Regulation AB
with respect to Mortgage Loans under the direction or authority of
the Servicer (or a Subservicer of the Servicer), the Trustee and
the Custodian.
“ Subordinate Adjusted Cap
Rate ”: For any Distribution Date and the
Subordinate Certificates, the Net WAC cap for such Distribution
Date, computed for this purposes by (a) first reducing the Net WAC
for Loan Group 1 by a per annum rate equal to the product of (i)
the Net Deferred Interest for Loan Group 1 for that Distribution
Date multiplied by (ii) 12, divided by the Pool Collateral Balance
for Loan Group 1 for such Distribution Date, and (b) by first
reducing the Net WAC for Loan Group 2 by a per annum rate equal to
the product of (i) the Net Deferred Interest for Loan Group 2 for
that Distribution Date multiplied by (ii) 12, divided by the Pool
Collateral Balance for Loan Group 2 for such Distribution
Date.
“ Subordinate Certificate
”: Any of the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6 or Class B-7 Certificates.
“ Subordinate Class Expense
Share ”: For each Class of Subordinate Certificates
and each Accrual Period, the Subordinate Class Expense Share shall
be allocated in reverse order of their respective numerical Class
designations (beginning with the Class of Subordinate Certificates
with the highest numerical Class designation) and will be an amount
equal to (i) the sum of, without duplication, (a) the amounts paid
to the Trustee from the Trust Fund during such Accrual Period
pursuant to Section 8.05 hereof to the extent such amounts were
paid for ordinary or routine expenses and were not taken into
account in computing the Net Loan Rate of any Mortgage Loan and (b)
amounts described in clause (y) of the definition of Available
Funds herein to the extent such amounts were paid for ordinary or
routine expenses and were not taken into account in computing the
Net Loan Rate of any Mortgage Loan minus (ii) amounts
taken into account under clause (i) of this definition in
determining the Subordinate Class Expense Share of any Class of
Subordinate Certificates having a higher numeric designation. In no
event, however, shall the Subordinate Class Expense Share for any
Class of Subordinate Certificates and any Accrual Period exceed the
product of (i) (a) the lesser of the Pass-Through Rate for such
Class or the Subordinate Adjusted Cap Rate, divided by (b)
12 and (ii) the Class Principal Amount of such Class of Subordinate
Certificates as of the beginning of the related Accrual
Period.
“ Subordinate Component
”: With respect to each Loan Group and any Distribution Date,
the excess of the sum of the related Pool Collateral Balance for
such Distribution Date over the aggregate Class Principal Balance
of the related Senior Certificate Group immediately preceding such
Distribution Date. The designation “1” and
“2” appearing after the corresponding Loan Group
designation is used to indicate a Subordinate Component allocable
to Loan Group 1 and Loan Group 2, respectively.
“ Subsequent Cut-off Date
”: With respect to any Subsequent Mortgage Loan, the later of
(a) the first day of the month of the conveyance of such Mortgage
Loan to the Trust after giving effect to the monthly payment on
that date or (b) the date such Mortgage Loan was
originated.
“ Subsequent Mortgage
Loan ”: Any Mortgage Loan, other than an Initial
Mortgage Loan, conveyed to the Trust Fund pursuant to
Section 2.01 hereof and a Subsequent Transfer Agreement, which
Mortgage Loan shall be listed on the revised Mortgage Loan Schedule
delivered pursuant to this Agreement and on Schedule A to such
Subsequent Transfer Agreement. When used with respect to a single
Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent
Transfer Date.
“ Subsequent Transfer
Agreement ”: A Subsequent Transfer Agreement
substantially in the form of Exhibit T hereto, executed and
delivered by and among the Depositor, the Seller and the Trustee
and acknowledged by the Servicer, as provided in
Section 2.01(b) hereof.
“ Subsequent Transfer
Date ”: With respect to any Subsequent Transfer
Agreement, the date the related Subsequent Mortgage Loans are
transferred to the Trust pursuant to the related Subsequent
Transfer Agreement.
“ Subservicer ”:
Any Person that services Mortgage Loans on behalf of the Servicer,
the Trustee or the Custodian, and is responsible for the
performance (whether directly or through subservicers or
Subcontractors) of servicing functions required to be performed
under this Agreement, any related Servicing Agreement or any
subservicing agreement that are identified in Item 1122(d) of
Regulation AB.
“ Substitution Adjustment
”: As defined in Section 2.03(d) hereof.
“ Tax Returns ”:
The federal income tax return on Internal Revenue Service Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of the REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed on behalf of each
of the REMICs created hereunder under the REMIC Provisions,
together with any and all other information reports or returns that
may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or
local tax laws.
“ Telerate Page 3750
”: The display currently so designated as “Page
3750” on the Bridge Telerate Service (or such other page
selected by the Trustee as may replace Page 3750 on that service
for the purpose of displaying daily comparable rates on
prices).
“ Termination Price
”: As defined in Section 10.01(a) hereof.
“ Terminator ”: As
defined in Section 10.01(a) hereof.
“ Transfer ”: Any
direct or indirect transfer or sale of any Ownership Interest in a
Residual Certificate.
“ Transfer Affidavit
”: As defined in Section 6.02(e)(ii) hereof.
“ Transferee ”: Any
Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“ Trigger Event ”:
With respect to any Distribution Date on or after the Stepdown
Date, occurs when:
(a) the sum of the percentages obtained by dividing
(x) the aggregate Stated Principal Balance of Mortgage Loans
delinquent 60 days or more, that are in foreclosure or that are REO
Properties by (y) the aggregate Stated Principal Balance of the
Mortgage Loans, in each case, as of the last day of the previous
three calendar months divided by 3, exceeds (i) prior to
the Distribution Date in December 2012, 36.84% of the current
Credit Enhancement Percentage or (ii) on or after the Distribution
Date in December 2012, 29.47% of the current Credit Enhancement
Percentage; or
(b) the aggregate amount of Realized Losses
incurred since the Cut-off Date through the last day of the related
Due Period (reduced by the aggregate amount of Recoveries received
since the Cut-off Date through the last day of the related Due
Period) divided by the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date exceeds the applicable
percentages set forth below with respect to such Distribution
Date:
|
Distribution Date Occurring
In
|
|
Percentage
|
|
December 2008 -
November 2009
|
|
0.20% for the
first month plus an additional 1/12th of 0.20% for each month
thereafter
|
|
December 2009 -
November 2010
|
|
0.40% for the
first month plus an additional 1/12th of 0.35% for each month
thereafter
|
|
December 2010 -
November 2011
|
|
0.75% for the
first month plus an additional 1/12th of 0.30% for each month
thereafter
|
|
December 2011 -
November 2012
|
|
1.05% for the
first month plus an additional 1/12th of 0.40% or each month
thereafter
|
|
December 2012 -
November 2013
|
|
1.45% for the
first month plus an additional 1/12th of .015% for each month
thereafter
|
|
December 2013
and thereafter
|
|
1.60%
|
“ Trust Fund ”: The
segregated pool of assets subject hereto, constituting the primary
trust created hereby and to be administered hereunder, such Trust
Fund consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files
relating thereto, and together with all collections thereon and
proceeds thereof, (ii) any REO Property, together with all
collections thereon and proceeds thereof, (iii) the Trustee’s
rights with respect to the Mortgage Loans under all insurance
policies required to be maintained pursuant to this Agreement and
any proceeds thereof, (iv) the Depositor’s rights under the
Mortgage Loan Purchase Agreement (including any security interest
created thereby); (v) the Distribution Account (subject to the last
sentence of this definition), any REO Account and such assets that
are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments
with respect thereto, (vi) all right, title and interest of
the Seller in and to the Servicing Agreement, (vii) the Basis
Risk Reserve Fund, the Final Maturity Reserve Fund, the Prefunding
Account, the Capitalized Interest Account, the Class 2A-1A2 Yield
Maintenance Account and the Class 2A-1A3 Yield Maintenance Account,
(viii) the distributions made by the Administrator to the Trustee
pursuant to the Yield Maintenance Allocation Agreement, (ix) the
Financial Guaranty Insurance Policy and (x) all proceeds of
the foregoing. Notwithstanding the foregoing, however, the Trust
Fund specifically excludes (1) all payments and other collections
of interest and principal due on the Mortgage Loans on or before
the Cut-off Date and principal received before the Cut-off Date
(except any principal collected as part of a payment due after the
Cut-off Date) and (2) all income and gain realized from Permitted
Investments of funds on deposit in the Distribution
Account.
“ Trustee ”: Wells
Fargo Bank, N.A., not in its individual capacity but solely as
trustee, a national banking association, its successors and
assigns, or any successor trustee appointed as herein
provided.
“ Trustee Certification
”: A certification of the Trustee substantially in the form
of Exhibit P.
“ Trustee Fee ”:
The trustee shall receive as compensation for its services all
investment earnings on amounts on deposit in the Distribution
Account.
“ Undercollateralized
Group ”: With respect to any Distribution Date and
any Loan Group as to which the aggregate Class Principal Balance of
the related Classes of Senior Certificates, after giving effect to
distributions pursuant to Section 5.01(a) on such date, is greater
than the Loan Group Balance of the related Loan Group for such
Distribution Date, such Classes of Senior Certificates shall
constitute an Undercollateralized Group.
“ Underwriter’s
Exemption ”: Prohibited Transaction Exemption 90-59
(Exemption Application No. D-8374), as amended by PTE 97-34
(Exemption Application No. D-10245 and D-10246) and by PTE 2000-58
(Exemption Application No. D-10829) and PTE 2002-41 (Exemption
Application No. D-11077), as amended (or any successor thereto), or
any substantially similar administrative exemption granted by the
U.S. Department of Labor.
“ Uninsured Cause
”: Any cause of damage to a Mortgaged Property such that the
complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained on such
Mortgaged Property.
“ United States Person
” or “ U.S. Person ”: The term
shall have the meaning set forth in Section 7701(a)(30) of the
Code or successor provisions.
“ Unpaid Basis Risk
Shortfall ”: For each Class of Offered Certificates
and any Distribution Date, the aggregate of all Basis Risk
Shortfalls for such Class remaining unpaid from all previous
Distribution Dates, together with interest thereon at the
applicable Pass-Through Rate, computed without regard to the
applicable Net WAC Cap, but limited to a rate no greater than the
Net Maximum Rate Cap.
“ Unpaid Interest Shortfall
Amount ”: For any Distribution Date and any Class of
LIBOR Certificates, the sum of (i) the excess, if any, of (a) the
aggregate of the Monthly Interest Distributable Amounts for such
Class for all prior Distribution Dates over (b) the sum of all
amounts distributed as interest in respect of such Class from the
Interest Remittance Amount pursuant to Section 5.01(a)(i) and from
the Yield Maintenance Account pursuant to Section 5.01(h)(v) or
(vi), plus (ii) interest on the amount described in clause (i) at
the applicable Pass-Through Rate for the related Accrual Period,
plus (iii) any interest accrued pursuant to clause (ii) on prior
Distribution Dates that remains unpaid.
“ Upper-Tier REMIC
”: As described in the Preliminary Statement.
“ Value ”: With
respect to any Mortgage Loan and the related Mortgaged Property,
the lesser of:
(i) the value of such Mortgaged Property as
determined by an appraisal made for the originator of the Mortgage
Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and
Freddie Mac; and
(ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan;
provided,
however , that in the
case of a Refinancing Mortgage Loan, such value of the Mortgaged
Property is based solely upon the value determined by an appraisal
made for the originator of such Refinancing Mortgage Loan at the
time of origination by an appraiser who met the minimum
requirements of Fannie Mae and Freddie Mac.
“ Voting Rights ”:
The portion of the voting rights of all of the Certificates which
is allocated to any Certificate. 99% of the voting rights shall be
allocated among the Classes of Regular Certificates, pro
rata , based on a fraction, expressed as a percentage, the
numerator of which is the Class Principal Balance of such Class and
the denominator of which is the aggregate of the Class Principal
Balances then outstanding and 1% of the voting rights shall be
allocated to the Class R Certificate; provided ,
however , that when none of the Regular Certificates is
outstanding, 100% of the voting rights shall be allocated to the
Holder of the Class R Certificate. The voting rights allocated to a
Class of Certificates shall be allocated among all Holders of such
Class, pro rata , based on a fraction the numerator of
which is the Certificate Principal Balance of each Certificate of
such Class and the denominator of which is the Class Principal
Balance of such Class; provided , further ,
however , that any Certificate registered in the name of
the Trustee or any of its affiliates shall not be included in the
calculation of Voting Rights; and provided ,
further , however , that all Voting Rights in
respect of the Insured Certificates shall be allocated to the
Certificate Insurer. The Class C and Class P Certificates shall
have no voting rights.
“ Writedown Amount
”: The reduction described in Section 5.03(c).
“ Yield Maintenance
Account ”: The account established and maintained by
the Trustee pursuant to Section 5.12, which shall be entitled
“Yield Maintenance Account, Wells Fargo Bank, N.A., in trust
for the registered Holders of HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-12” and
which must be an Eligible Account.
“ Yield Maintenance
Agreement ”: The interest rate cap agreement for the
benefit of the LIBOR Certificates by and between the Yield
Maintenance Provider and the Administrator, on behalf of the Yield
Maintenance Trust, including the ISDA Master Agreement between the
Yield Maintenance Provider and the Administrator, the schedule
thereto and the related confirmation (Ref. No. FXHMLT612A), dated
as of December 13, 2006 attached as Exhibit W hereto. The Yield
Maintenance Agreement shall be an asset of the Yield Maintenance
Trust and not of the Trust Fund or any REMIC.
“ Yield Maintenance Allocation
Agreement ”: The allocation agreement dated December
13, 2006, among the Administrator, the Trustee and the Sponsor, a
copy of which is attached hereto as Exhibit V.
“ Yield Maintenance Distributable
Amount ”: With respect to each Distribution Date and
the LIBOR Certificates, an amount equal to the product of (i) the
excess, if any, of (x) LIBOR, subject to the applicable strike rate
cap set forth on Schedule I to the Yield Maintenance Agreement over
(y) the applicable Strike Rate, (ii) the related Yield Maintenance
Notional Balance and (iii) a fraction, the numerator of which is
the actual number days in the related interest Accrual Period and
the denominator of which is 360.
“ Yield Maintenance Notional
Balance ”: For any Distribution Date, the lesser of
(i) the amount set forth on Schedule I to the Yield Maintenance
Agreement and (ii) the aggregate Class Principal Balance of the
LIBOR Certificates.
“ Yield Maintenance Payment
Amount ”: With respect to each Distribution Date, an
amount equal to the sum of the amounts described in Sections
5.01(h)(i) through (vii).
“ Yield Maintenance
Provider ”: Bear Stearns Financial Products Inc.,
its successors and assigns or any successor Yield Maintenance
Provider.
“ Yield Maintenance Trust
”: The trust created pursuant to the Yield Maintenance
Allocation Agreement and designated as the “Yield Maintenance
Trust,” the corpus of which shall consist of the Yield
Maintenance Trust Account, the Yield Maintenance Agreement and the
Collateral Account,, but which is not an asset of the Trust Fund or
any REMIC.
“ Yield Maintenance Trust
Account ”: The account, relating to the Yield
Maintenance Agreement, established by the Trustee pursuant to
Section 5.11 and maintained by the Administrator pursuant to the
Yield Maintenance Allocation Agreement and which must be an
Eligible Account. The Yield Maintenance Trust Account is an asset
of the Yield Maintenance Trust and not of the Trust Fund or any
REMIC.
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SECTION
1.02.
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Accounting.
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Unless otherwise specified herein, for the
purpose of any definition or calculation, whenever amounts are
required to be netted, subtracted or added or any distributions are
taken into account such definition or calculation and any related
definitions or calculations shall be determined without duplication
of such functions.
CONVEYANCE OF MORTGAGE
LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES
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SECTION
2.01.
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Conveyance
of Mortgage Loans.
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(a) The Depositor, concurrently with the execution
and delivery hereof, does hereby transfer, assign, set over and
otherwise convey to the Trustee without recourse for the benefit of
the Certificateholders and the Certificate Insurer all the right,
title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to (i)
each Mortgage Loan identified on the Mortgage Loan Schedule,
including the related Cut-off Date Principal Balance, all interest
due thereon after the Initial Cut-off Date and all collections in
respect of interest and principal due after the Initial Cut-off
Date; (ii) all the Depositor’s right, title and interest in
and to the Distribution Account and all amounts from time to time
credited to and to the proceeds of the Distribution Account; (iii)
any real property that secured each such Mortgage Loan and that has
been acquired by foreclosure or deed in lieu of foreclosure; (iv)
the Depositor’s interest in any insurance policies in respect
of the Mortgage Loans; (v) all proceeds of any of the foregoing;
(vi) any such amounts as may be deposited into and held by the
Trustee in the Prefunding Account and the Capitalized Interest
Account, and (vii) all other assets included or to be included in
the Trust Fund; provided , that such assignment shall not
include any Servicing Rights with respect to the Mortgage Loans.
Such assignment includes all interest and principal due to the
Depositor after the Cut-off Date with respect to the Mortgage
Loans. In exchange for such transfer and assignment, the Depositor
shall receive the Certificates.
It is acknowledged and agreed that the Trustee
hereunder shall also serve as the Administrator under the Yield
Maintenance Allocation Agreement, the Class 2A-1A2 Yield
Maintenance Agreement and the Class 2A-1A3 Yield Maintenance
Agreement. The Depositor hereby directs the Administrator to
execute, deliver and perform its obligations under the Yield
Maintenance Allocation Agreement, the Yield Maintenance Agreement,
the Class 2A-1A2 Yield Maintenance Agreement and the Class 2A-1A3
Yield Maintenance Agreement, not in its individual capacity, but
solely as Administrator on behalf of the Yield Maintenance Trust.
Every provision of this Agreement relating to the conduct or
affecting the liability of or affording protection or
indemnification to the Trustee shall apply to the
Administrator’s execution and performance of its duties and
obligations under the Yield Maintenance Allocation Agreement, the
Yield Maintenance Agreement, the Class 2A-1A2 Yield Maintenance
Agreement and the Class 2A-1A3 Yield Maintenance
Agreement.
The Depositor hereby directs the Trustee to
execute, not in its individual capacity, but solely as Trustee on
behalf of the Trust Fund, the Yield Maintenance Allocation
Agreement and perform its duties and obligations
thereunder.
It is agreed and understood by the Depositor,
the Seller and the Trustee that it is not intended that any
Mortgage Loan be included in the Trust Fund that is a
“High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act, effective as of November 27, 2003, or The Home Loan
Protection Act of New Mexico, effective as of January 1, 2004, or
that is a “High Cost Home Mortgage Loan” as defined in
the Massachusetts Predatory Home Loan Practices Act, effective as
of November 7, 2004, or that is an “Indiana High Cost Home
Mortgage Loan” as defined in the Indiana High Cost Home Loan
Act, effective as of January 1, 2005.
Concurrently with the execution and delivery of
this Agreement, the Depositor does hereby assign to the Trustee all
of its rights and interest under the Mortgage Loan Purchase
Agreement, including all rights of the Seller under the Servicing
Agreement (other than the right to terminate the Servicer for an
Event of Default under Section 14.01(ix) of the Servicing
Agreement) to the extent assigned in the Mortgage Loan Purchase
Agreement. The Depositor hereby expressly retains and does not
delegate the right to terminate the Servicer for an Event of
Default pursuant to Section 14.01(ix) of the Servicing Agreement.
The Trustee hereby accepts such assignment, and shall be entitled
to exercise all rights of the Depositor under the Mortgage Loan
Purchase Agreement and all rights of the Seller under the Servicing
Agreement as if, for such purpose, it were the Depositor or the
Seller, as applicable, including the Seller’s right to
enforce remedies for breaches of representations and warranties and
delivery of the Mortgage Loan documents. The foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and
is not intended to result in creation or assumption by the Trustee
of any obligation of the Depositor, the Seller or any other Person
in connection with the Mortgage Loans or any other agreement or
instrument relating thereto except as specifically set forth
herein.
In connection with such transfer and assignment,
(i) the Depositor directs the Trustee to appoint The Bank of New
York as Custodian, and (ii) the Seller, on behalf of the Depositor,
does hereby deliver on the Closing Date, unless otherwise specified
in this Section 2.01 or the Custodial Agreement, to, and deposit
with the Trustee, or the Custodian as its designated agent, 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 on
its face or by allonge attached thereto in blank or in the
following form: “Pay to the order of Wells Fargo Bank, N.A.,
as Trustee for HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-12, without recourse”,
or with respect to any lost Mortgage Note, an original Lost Note
Affidavit stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) except as provided below, for each Mortgage
Loan that is not a MERS Mortgage Loan, the original Mortgage, and
in the case of each MERS Mortgage Loan, the original Mortgage,
noting the presence of the MIN for that Mortgage Loan and either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM
Loan at origination, the original Mortgage and the assignment to
MERS, in each case 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
certified copy of such Mortgage or power of attorney, as the case
may be, together with an Officer’s Certificate of the Seller
certifying that the copy of such Mortgage delivered to the Trustee
(or its Custodian) is a true copy and that the original of such
Mortgage has been forwarded to the public recording office, or, in
the case of a Mortgage that has been lost, a copy thereof
(certified as provided for under the laws of the appropriate
jurisdiction) and a written Opinion of Counsel (delivered at the
Seller’s expense) acceptable to the Trustee and the Depositor
that an original recorded Mortgage is not required to enforce the
Trustee’s interest in the Mortgage Loan;
(iii) the original or copy of each assumption,
modification or substitution agreement, if any, relating to the
Mortgage Loans, or, as to any assumption, modification or
substitution agreement which cannot be delivered on or prior to the
Closing Date because of a delay caused by the public recording
office where such assumption, modification or substitution
agreement has been delivered for recordation, a photocopy of such
assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officer’s
Certificate of the Seller certifying that the copy of such
assumption, modification or substitution agreement delivered to the
Trustee (or its custodian) on behalf of the Trust Fund is a true
copy and that the original of such agreement has been forwarded to
the public recording office;
(iv) in the case of each Mortgage Loan that is not a
MERS Mortgage Loan, an original Assignment, in form and substance
acceptable for recording. The Mortgage shall be assigned to
“Wells Fargo Bank, N.A., as Trustee for HarborView Mortgage
Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-12,
without recourse;”
(v) in the case of each Mortgage Loan that is not a
MERS Mortgage Loan, an original copy of any intervening Assignment
showing a complete chain of assignments, or, in the case of an
intervening Assignment that has been lost, a written Opinion of
Counsel (delivered at the Seller’s expense) acceptable to the
Trustee and any NIMS Insurer that such original intervening
Assignment is not required to enforce the Trustee’s interest
in the Mortgage Loans;
(vi) the original Primary Insurance Policy, if any,
or certificate, if any;
(vii) the original or a certified copy of
lender’s title insurance policy; and
(viii) with respect to any Cooperative Loan, the
Cooperative Loan Documents.
In connection with the assignment of any MERS
Mortgage Loan, the Seller agrees that it will take (or shall cause
the Servicer to take), at the expense of the Seller (with the
cooperation of the Depositor and the Trustee), such actions as are
necessary to cause the MERS ® System to indicate
that such Mortgage Loans have been assigned by the Seller to the
Trustee in accordance with this Agreement (or any Subsequent
Transfer Agreement) for the benefit of the Certificateholders by
including (or deleting, in the case of Mortgage Loans that are
repurchased in accordance with this Agreement) in such computer
files the information required by the MERS ® System
to identify the series of the Certificates issued in connection
with the transfer of such Mortgage Loans to the HarborView Mortgage
Loan Trust 2006-12. Notwithstanding anything herein to the
contrary, the Trustee is not responsible for monitoring any MERS
Mortgage Loans.
With respect to each Cooperative Loan, the
Seller, on behalf of the Depositor, does hereby deliver to the
Trustee (or the Custodian) the related Cooperative Loan Documents
and the Seller shall take (or cause the Servicer to take), at the
expense of the Seller (with the cooperation of the Depositor and
the Trustee) such actions as are necessary under applicable law
(including but not limited to the relevant UCC) in order to perfect
the interest of the Trustee in the related Mortgaged
Property.
Assignments of each Mortgage with respect to
each Mortgage Loan that is not a MERS Mortgage Loan (other than a
Cooperative Loan) shall be recorded; provided, however ,
that such assignments need not be recorded if, in the Opinion of
Counsel (which must be from Independent Counsel and not at the
expense of the Trust Fund or the Trustee) acceptable to the
Trustee, each Rating Agency, recording in such states is not
required to protect the Trust Fund’s interest in the related
Mortgage Loans; provided, further , notwithstanding the
delivery of any Opinion of Counsel, each assignment of Mortgage
shall be submitted for recording by the Seller (or the Seller will
cause the Servicer to submit each such assignment for recording),
at the cost and expense of the Seller, in the manner described
above, at no expense to the Trust Fund or Trustee, upon the
earliest to occur of (1) reasonable direction by the Majority
Certificateholders, (2) the occurrence of a bankruptcy or
insolvency relating to the Seller or the Depositor, or (3) with
respect to any one Assignment of Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage. Subject to the preceding sentence, as
soon as practicable after the Closing Date (but in no event more
than three months thereafter except to the extent delays are caused
by the applicable recording office), the Seller shall properly
record (or the Seller will cause the Servicer to properly record),
at the expense of the Seller (with the cooperation of the Depositor
and the Trustee, or the Custodian on behalf of the Trustee), in
each public recording office where the related Mortgages are
recorded, each assignment referred to in Section 2.01(v) above with
respect to a Mortgage Loan that is not a MERS Mortgage
Loan.
The Trustee (for the Custodian) agrees to
execute and deliver to the Depositor and the Certificate Insurer
and to the Trustee if delivered by the Custodian 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 G-1 hereto.
If the original lender’s title insurance
policy, or a certified copy thereof, was not delivered pursuant to
Section 2.01(vii) above, the Seller shall deliver or cause to be
delivered to the Trustee the original or a copy of a written
commitment or interim binder or preliminary report of title issued
by the title insurance or escrow company, with the original or a
certified copy thereof to be delivered to the Trustee, promptly
upon receipt thereof, but in any case within 175 days of the
Closing Date. The Seller shall deliver or cause to be delivered to
the Trustee, promptly upon receipt thereof, any other documents
constituting a part of a Mortgage File received with respect to any
Mortgage Loan sold to the Depositor by the Seller, including, but
not limited to, any original documents evidencing an assumption or
modification of any Mortgage Loan.
For (a) Initial Mortgage Loans (if any) that
have been prepaid in full after the Cut-off Date and prior to the
Closing Date or (b) Subsequent Mortgage Loans (if any) that have
been prepaid in full after the applicable Subsequent Cut-off Date
and prior to the applicable Transfer Date, in lieu of the Seller
delivering the above documents, the Servicer shall deliver to the
Trustee, or to the Custodian on behalf of the Trustee, prior to the
first Distribution Date, an Officer’s Certificate, which
shall include a statement to the effect that all amounts received
in connection with such prepayment that are required to be
deposited in the Distribution Account have been so deposited. All
original documents that are not delivered to the Trustee on behalf
of the Trust Fund shall be held by the Servicer in trust for the
Trustee, for the benefit of the Trust Fund, the Certificateholders
and the Certificate Insurer.
The Depositor herewith delivers to the Trustee
an executed copy of the Mortgage Loan Purchase
Agreement.
(b) The Depositor, concurrently with the execution
and delivery hereof, does hereby transfer, assign, sets over and
otherwise convey to the Trustee without recourse for the benefit of
the Certificateholders and the Certificate Insurer all the right,
title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to each
Subsequent Mortgage Loan included on the Mortgage Loan Schedule,
including the related Cut-off Date Principal Balance, all interest
due thereon after the Subsequent Cut-off Date and all collections
in respect of interest and principal due after the Subsequent
Cut-off Date; (ii) all the Depositor’s right, title and
interest in and to the Distribution Account and all amounts from
time to time credited to and the proceeds of the Distribution
Account; (iii) any real property that secured each such Subsequent
Mortgage Loan and that has been acquired by foreclosure or deed in
lieu of foreclosure; (iv) the Depositor’s interest in any
insurance policies in respect of the Subsequent Mortgage Loans; (v)
all proceeds of any of the foregoing; and (vi) all other assets
included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Depositor after the
Subsequent Cut-off Date with
