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POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement
POOLING AND SERVICING AGREEMENT | Document Parties: GSAA HOME EQUITY TRUST 2006-S1 | WELLS FARGO BANK, N.A | OCWEN LOAN SERVICING, LLC, | AVELO MORTGAGE L.L.C., | NATIONAL CITY HOME LOAN SERVICES, INC., You are currently viewing:
This Pooling and Servicing Agreement involves

GSAA HOME EQUITY TRUST 2006-S1 | WELLS FARGO BANK, N.A | OCWEN LOAN SERVICING, LLC, | AVELO MORTGAGE L.L.C., | NATIONAL CITY HOME LOAN SERVICES, INC.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York     Date: 1/16/2007

POOLING AND SERVICING AGREEMENT, Parties: gsaa home equity trust 2006-s1 , wells fargo bank n.a , ocwen loan servicing llc , avelo mortgage l.l.c. , national city home loan services inc.
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GS MORTGAGE SECURITIES CORP.,

 

Depositor,

 

WELLS FARGO BANK, N.A.,

 

Group I Master Servicer,

 

OCWEN LOAN SERVICING, LLC,

 

Group I Servicer,

 

AVELO MORTGAGE L.L.C.,

 

Group I Servicer,

 

NATIONAL CITY HOME LOAN SERVICES, INC.,

 

Group II Servicer,

 

DEUTSCHE BANK NATIONAL TRUST COMPANY,

 

Trustee and Supplemental Interest Trust Trustee,

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

 

Group I Custodian

 

_____________________________________________

 

POOLING AND SERVICING AGREEMENT

 

Dated as of December 1, 2006

 

_____________________________________________

 

GSAA HOME EQUITY TRUST 2006-S1

 

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2006-S1

 

 

 

 

 

TABLE OF CONTENTS

 

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01   Definitions

 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

 

Section 2.01   Conveyance of Mortgage Loans

Section 2.02   Acceptance by the Trustee and the Group I Custodian of the Mortgage Loans

Section 2.03   Representations, Warranties and Covenants of the Servicers and the Group I Custodian

Section 2.04   [Reserved].

Section 2.05   Execution and Delivery of Certificates

Section 2.06   REMIC Matters

Section 2.07   Representations and Warranties of the Depositor

Section 2.08   Enforcement of Purchaser and Responsible Party Obligations

Section 2.09   Purposes and Powers of the Trust

 

ARTICLE III

 

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

 

Section 3.01   Servicers to Service Mortgage Loans

Section 3.02   Subservicing Agreements between the Related Servicer and Subservicers

Section 3.03   Successor Subservicers

Section 3.04   Liability of the Servicer

Section 3.05   No Contractual Relationship between Subservicers, the Trustee and the Group I Master Servicer

Section 3.06   Assumption or Termination of Subservicing Agreements by Trustee or Group I Master Servicer

Section 3.07   Collection of Certain Mortgage Loan Payments

Section 3.08   Subservicing Accounts

Section 3.09   [Reserved].

Section 3.10   Collection Accounts

Section 3.11   Withdrawals from the Collection Account

Section 3.12   Investment of Funds in the Collection Account, Master Servicer Collection Account and the Distribution Account

Section 3.13   Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage

Section 3.14   Enforcement of Due-on-Sale Clauses; Assumption Agreements

Section 3.15   Realization upon Defaulted Mortgage Loans

Section 3.16   Release of Mortgage Files

Section 3.17   Title, Conservation and Disposition of REO Property

Section 3.18   [Reserved].

Section 3.19   Access to Certain Documentation and Information Regarding the Mortgage Loans

Section 3.20   Documents, Records and Funds in Possession of the Servicers to Be Held for the Trustee

Section 3.21   Servicing Compensation

Section 3.22   Annual Statement as to Compliance

Section 3.23   Assessments of Compliance and Attestation Reports

Section 3.24   Trustee or Group I Master Servicer to Act as Servicer

Section 3.25   Compensating Interest

Section 3.26   Credit Reporting; Gramm-Leach-Bliley Act

Section 3.27   Excess Reserve Fund Accounts; Distribution Accounts

Section 3.28   Optional Purchase of Delinquent Mortgage Loans

Section 3.29   Master Servicer to Act as Group I Servicer

Section 3.30   Subordination Liens.

Section 3.31   Advisory Agreement.

Section 3.32   High Cost Mortgage Loans

 

 

ARTICLE IV

 

DISTRIBUTIONS AND ADVANCES BY THE SERVICERS

 

Section 4.01   Advances

Section 4.02   Priorities of Distribution

Section 4.03   [Reserved].

Section 4.04   Monthly Statements to Certificateholders

Section 4.05   Certain Matters Relating to the Determination of LIBOR

Section 4.06   Allocation of Applied Realized Loss Amounts

Section 4.07   Distributions on the REMIC Regular Interests.

Section 4.08   Supplemental Interest Trust

Section 4.09   Tax Treatment of Swap Payments and Swap Termination Payments.

 

ARTICLE V

 

THE CERTIFICATES

 

Section 5.01   The Certificates

Section 5.02   Certificate Register; Registration of Transfer and Exchange of Certificates  

Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates

Section 5.04   Persons Deemed Owners

Section 5.05   Access to List of Certificateholders’ Names and Addresses

Section 5.06   Maintenance of Office or Agency

 

ARTICLE VI

 

THE DEPOSITOR AND THE SERVICERS

 

Section 6.01   Respective Liabilities of the Depositor and the Servicers

Section 6.02   Merger or Consolidation of the Depositor or the Servicers

Section 6.03   Limitation on Liability of the Depositor, the Servicers and Others

Section 6.04   Limitation on Resignation of the Related Servicer

Section 6.05   Additional Indemnification by the Servicers; Third Party Claims.

 

ARTICLE VII

 

DEFAULT

 

Section 7.01   Events of Default

Section 7.02   Trustee and Group I Master Servicer to Act; Appointment of Successor Servicer  

Section 7.03   Notification to Certificateholders

 

ARTICLE VIII

 

CONCERNING THE TRUSTEE

 

Section 8.01   Duties of the Trustee

Section 8.02   Certain Matters Affecting the Trustee and the Group I Custodian

Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans

Section 8.04   Trustee May Own Certificates

Section 8.05   Trustee’s Fees and Expenses

Section 8.06   Eligibility Requirements for the Trustee

Section 8.07   Resignation and Removal of the Trustee

Section 8.08   Successor Trustee

Section 8.09   Merger or Consolidation of the Trustee

Section 8.10   Appointment of Co-Trustee or Separate Trustee

Section 8.11   Tax Matters

Section 8.12   Periodic Filings

Section 8.13   Tax Classification of the Excess Reserve Fund Accounts

Section 8.14   Custodian Responsibilities.

Section 8.15   Limitations on Custodial Responsibilities.

 

ARTICLE IX

 

ADMINISTRATION OF THE GROUP I MORTGAGE LOANS BY THE GROUP I MASTER SERVICER

 

Section 9.01   Duties of the Group I Master Servicer; Enforcement of Group I Servicers’ Obligations  

Section 9.02   Maintenance of Fidelity Bond and Errors and Omissions Insurance

Section 9.03   Representations and Warranties of the Group I Master Servicer

Section 9.04   Group I Master Servicer Events of Default

Section 9.05   Waiver of Default

Section 9.06   Successor to the Group I Master Servicer

Section 9.07   Compensation of the Group I Master Servicer

Section 9.08   Merger or Consolidation

Section 9.09   Resignation of the Group I Master Servicer

Section 9.10   Assignment or Delegation of Duties by the Group I Master Servicer

Section 9.11   Limitation on Liability of the Group I Master Servicer

Section 9.12   Group I Master Servicer Collection Account.

Section 9.13   Permitted Withdrawals From the Group I Master Servicer Collection Account.  

Section 9.14   Indemnification; Third Party Claims

 

ARTICLE X

 

TERMINATION

 

Section 10.01   Termination upon Liquidation or Purchase of the Related Mortgage Loans

Section 10.02   Final Distribution on the Certificates

Section 10.03   Additional Termination Requirements

 

ARTICLE XI

 

MISCELLANEOUS PROVISIONS

 

Section 11.01   Amendment

Section 11.02   Recordation of Agreement; Counterparts

Section 11.03   Governing Law

Section 11.04   Intention of Parties

Section 11.05   Notices

Section 11.06   Severability of Provisions

Section 11.07   Assignment; Sales; Advance Facilities

Section 11.08   Limitation on Rights of Certificateholders

Section 11.09   Inspection and Audit Rights

Section 11.10   Certificates Nonassessable and Fully Paid

Section 11.11   [Reserved].

Section 11.12   Waiver of Jury Trial

Section 11.13   Limitation of Damages

Section 11.14   Third Party Rights

Section 11.15   No Solicitation

Section 11.16   Regulation AB Compliance; Intent of the Parties; Reasonableness

 

 

SCHEDULES

 

Schedule I-A   Group I Mortgage Loan Schedule

 

Schedule I-B   Group II Mortgage Loan Schedule

 

Schedule II-A   Representations and Warranties of Ocwen, as Group I Servicer

 

Schedule II-B   Representations and Warranties of Avelo, as Group I Servicer

 

Schedule II-C   Representations and Warranties of National City, as Group II Servicer

 

Schedule II-D   Representations and Warranties of U.S. Bank National Association, as Group I Custodian

 

Schedule III   Class I-A-IO Notional Amounts

 

EXHIBITS

 

Exhibit A-1   Form of Class [__]-A, Class [__]-M and Class I-B-1 Certificates

 

Exhibit B   Form of Class [__]-P Certificate

 

Exhibit C   Form of Class [__]-R Certificate

 

Exhibit D-1   Form of Class [__]-X Certificate

 

Exhibit D-2   Form of Class [__]-X-1 Certificate

 

Exhibit E-1   Form of Initial Certification of Trustee

 

Exhibit E-2   Form of Initial Certification of Group I Custodian

 

Exhibit F-1   Form of Document Certification and Exception Report of Trustee

 

Exhibit F-2   Form of Document Certification and Exception Report of Group I Custodian

 

Exhibit G   Form of Residual Transfer Affidavit

 

Exhibit H   Form of Transferor Certificate

 

Exhibit I-1   Form of Rule 144A Letter

 

Exhibit I-2   Form of Investment Letter (Non Rule 144A)

 

Exhibit J   Form of Request for Release

 

Exhibit K   Contents of Each Mortgage File

 

Exhibit L   [Reserved]

 

Exhibit M   Form of Certification to be provided with Form 10-K

 

Exhibit N   Form of Trustee Certification to be provided to Depositor

 

Exhibit O-1   Form of Group I Servicer Certification to be provided to Depositor

 

Exhibit O-2   Form of Group I Master Servicer Certification to be provided to Depositor

 

Exhibit P   FORM OF POWER OF ATTORNEY

 

Exhibit Q-1   Residential Funding Agreements

 

Exhibit Q-2   M&T Agreements

 

Exhibit Q-3   Option One Agreements

 

Exhibit Q-4   National City Bank Agreements

 

Exhibit R   Servicing Criteria to be Addressed in Assessment of Compliance

 

Exhibit S   Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

 

Exhibit T   Yield Maintenance Agreement

 

Exhibit U   Interest Rate Swap Agreement

 

Exhibit V   Representations and Warranties Agreement

 

Exhibit W   Form of Additional Disclosure Notification

f

 

 

 

 

 

 

 

THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006, is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), Wells Fargo Bank, N.A., a national banking association, as master servicer of the Group I Mortgage Loans (the “Group I Master Servicer”), Ocwen Loan Servicing, LLC, a Delaware limited liability company, as servicer of certain Group I Mortgage Loans (“Ocwen”), Avelo Mortgage L.L.C., a Delaware limited liability company, as servicer of certain Group I Mortgage Loans (“Avelo” and, together with Ocwen, the “Group I Servicers”), NATIONAL CITY HOME LOAN SERVICES, INC., a Delaware corporation, as servicer of the Group II Mortgage Loans (the “Group II Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”), and U.S. Bank National Association, a national banking association, as custodian with respect to certain Group I Mortgage Loans (the “Group I Custodian”).

 

W I T N E S S E T H :

 

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

PRELIMINARY STATEMENT

 

The Depositor intends to sell pass-through certificates to be issued hereunder in two groups and multiple classes, which in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Group I Mortgage Loans and Group II Mortgage Loans and certain other related assets subject to this Agreement.

 

REMIC I-A

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement (other than the related Prepayment Premiums, the Interest Rate Swap Agreement, the Yield Maintenance Agreement, the Supplemental Interest Trust, the Supplemental Interest Trust Account and the Group I Excess Reserve Fund Account) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-1A Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated.

 

Designation

 

REMIC I-A Remittance Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date (1)

 

 

 

 

 

 

 

 

 

I-FX

 

 

Variable(2

)

$

33,773,334.78

 

 

January 25, 2037

 

I-FL

 

 

Variable(2

)

$

89,379,902.00

 

 

January 25, 2037

 

I-1-A

 

 

Variable(2

)

$

7,957,859.00

 

 

January 25, 2037

 

I-1-B

 

 

Variable(2

)

$

7,957,859.00

 

 

January 25, 2037

 

I-2-A

 

 

Variable(2

)

$

7,508,446.00

 

 

January 25, 2037

 

I-2-B

 

 

Variable(2

)

$

7,508,446.00

 

 

January 25, 2037

 

I-3-A

 

 

Variable(2

)

$

7,084,389.00

 

 

January 25, 2037

 

I-3-B

 

 

Variable(2

)

$

7,084,389.00

 

 

January 25, 2037

 

I-4-A

 

 

Variable(2

)

$

6,684,257.50

 

 

January 25, 2037

 

I-4-B

 

 

Variable(2

)

$

6,684,257.50

 

 

January 25, 2037

 

I-5-A

 

 

Variable(2

)

$

6,306,704.00

 

 

January 25, 2037

 

I-5-B

 

 

Variable(2

)

$

6,306,704.00

 

 

January 25, 2037

 

I-6-A

 

 

Variable(2

)

$

5,950,455.00

 

 

January 25, 2037

 

I-6-B

 

 

Variable(2

)

$

5,950,455.00

 

 

January 25, 2037

 

I-7-A

 

 

Variable(2

)

$

5,614,308.50

 

 

January 25, 2037

 

I-7-B

 

 

Variable(2

)

$

5,614,308.50

 

 

January 25, 2037

 

I-8-A

 

 

Variable(2

)

$

5,297,132.50

 

 

January 25, 2037

 

I-8-B

 

 

Variable(2

)

$

5,297,132.50

 

 

January 25, 2037

 

I-9-A

 

 

Variable(2

)

$

4,997,856.50

 

 

January 25, 2037

 

I-9-B

 

 

Variable(2

)

$

4,997,856.50

 

 

January 25, 2037

 

I-10-A

 

 

Variable(2

)

$

4,715,471.00

 

 

January 25, 2037

 

I-10-B

 

 

Variable(2

)

$

4,715,471.00

 

 

January 25, 2037

 

I-11-A

 

 

Variable(2

)

$

4,449,024.50

 

 

January 25, 2037

 

I-11-B

 

 

Variable(2

)

$

4,449,024.50

 

 

January 25, 2037

 

I-12-A

 

 

Variable(2

)

$

4,197,617.50

 

 

January 25, 2037

 

I-12-B

 

 

Variable(2

)

$

4,197,617.50

 

 

January 25, 2037

 

I-13-A

 

 

Variable(2

)

$

3,960,401.50

 

 

January 25, 2037

 

I-13-B

 

 

Variable(2

)

$

3,960,401.50

 

 

January 25, 2037

 

I-14-A

 

 

Variable(2

)

$

3,736,577.00

 

 

January 25, 2037

 

I-14-B

 

 

Variable(2

)

$

3,736,577.00

 

 

January 25, 2037

 

I-15-A

 

 

Variable(2

)

$

3,525,388.00

 

 

January 25, 2037

 

I-15-B

 

 

Variable(2

)

$

3,525,388.00

 

 

January 25, 2037

 

I-16-A

 

 

Variable(2

)

$

3,326,122.00

 

 

January 25, 2037

 

I-16-B

 

 

Variable(2

)

$

3,326,122.00

 

 

January 25, 2037

 

I-17-A

 

 

Variable(2

)

$

3,138,107.00

 

 

January 25, 2037

 

I-17-B

 

 

Variable(2

)

$

3,138,107.00

 

 

January 25, 2037

 

I-18-A

 

 

Variable(2

)

$

2,960,707.50

 

 

January 25, 2037

 

I-18-B

 

 

Variable(2

)

$

2,960,707.50

 

 

January 25, 2037

 

I-19-A

 

 

Variable(2

)

$

2,494,700.50

 

 

January 25, 2037

 

I-19-B

 

 

Variable(2

)

$

2,494,700.50

 

 

January 25, 2037

 

I-20-A

 

 

Variable(2

)

$

686,578.00

 

 

January 25, 2037

 

I-20-B

 

 

Variable(2

)

$

686,578.00

 

 

January 25, 2037

 

I-21-A

 

 

Variable(2

)

$

1,674,553.50

 

 

January 25, 2037

 

I-21-B

 

 

Variable(2

)

$

1,674,553.50

 

 

January 25, 2037

 

I-22-A

 

 

Variable(2

)

$

1,579,843.00

 

 

January 25, 2037

 

I-22-B

 

 

Variable(2

)

$

1,579,843.00

 

 

January 25, 2037

 

I-23-A

 

 

Variable(2

)

$

1,490,483.50

 

 

January 25, 2037

 

I-23-B

 

 

Variable(2

)

$

1,490,483.50

 

 

January 25, 2037

 

I-24-A

 

 

Variable(2

)

$

1,406,171.50

 

 

January 25, 2037

 

I-24-B

 

 

Variable(2

)

$

1,406,171.50

 

 

January 25, 2037

 

I-25-A

 

 

Variable(2

)

$

1,326,623.50

 

 

January 25, 2037

 

I-25-B

 

 

Variable(2

)

$

1,326,623.50

 

 

January 25, 2037

 

I-26-A

 

 

Variable(2

)

$

1,251,570.00

 

 

January 25, 2037

 

I-26-B

 

 

Variable(2

)

$

1,251,570.00

 

 

January 25, 2037

 

I-27-A

 

 

Variable(2

)

$

1,180,756.50

 

 

January 25, 2037

 

I-27-B

 

 

Variable(2

)

$

1,180,756.50

 

 

January 25, 2037

 

I-28-A

 

 

Variable(2

)

$

1,113,945.00

 

 

January 25, 2037

 

I-28-B

 

 

Variable(2

)

$

1,113,945.00

 

 

January 25, 2037

 

I-29-A

 

 

Variable(2

)

$

1,050,909.50

 

 

January 25, 2037

 

I-29-B

 

 

Variable(2

)

$

1,050,909.50

 

 

January 25, 2037

 

I-30-A

 

 

Variable(2

)

$

991,435.50

 

 

January 25, 2037

 

I-30-B

 

 

Variable(2

)

$

991,435.50

 

 

January 25, 2037

 

I-31-A

 

 

Variable(2

)

$

935,323.50

 

 

January 25, 2037

 

I-31-B

 

 

Variable(2

)

$

935,323.50

 

 

January 25, 2037

 

I-32-A

 

 

Variable(2

)

$

882,382.50

 

 

January 25, 2037

 

I-32-B

 

 

Variable(2

)

$

882,382.50

 

 

January 25, 2037

 

I-33-A

 

 

Variable(2

)

$

832,434.50

 

 

January 25, 2037

 

I-33-B

 

 

Variable(2

)

$

832,434.50

 

 

January 25, 2037

 

I-34-A

 

 

Variable(2

)

$

785,310.00

 

 

January 25, 2037

 

I-34-B

 

 

Variable(2

)

$

785,310.00

 

 

January 25, 2037

 

I-35-A

 

 

Variable(2

)

$

740,849.50

 

 

January 25, 2037

 

I-35-B

 

 

Variable(2

)

$

740,849.50

 

 

January 25, 2037

 

I-36-A

 

 

Variable(2

)

$

698,902.50

 

 

January 25, 2037

 

I-36-B

 

 

Variable(2

)

$

698,902.50

 

 

January 25, 2037

 

I-37-A

 

 

Variable(2

)

$

659,327.50

 

 

January 25, 2037

 

I-37-B

 

 

Variable(2

)

$

659,327.50

 

 

January 25, 2037

 

I-38-A

 

 

Variable(2

)

$

621,990.50

 

 

January 25, 2037

 

I-38-B

 

 

Variable(2

)

$

621,990.50

 

 

January 25, 2037

 

I-39-A

 

 

Variable(2

)

$

586,764.00

 

 

January 25, 2037

 

I-39-B

 

 

Variable(2

)

$

586,764.00

 

 

January 25, 2037

 

I-40-A

 

 

Variable(2

)

$

553,530.50

 

 

January 25, 2037

 

I-40-B

 

 

Variable(2

)

$

553,530.50

 

 

January 25, 2037

 

I-41-A

 

 

Variable(2

)

$

522,176.00

 

 

January 25, 2037

 

I-41-B

 

 

Variable(2

)

$

522,176.00

 

 

January 25, 2037

 

I-42-A

 

 

Variable(2

)

$

492,595.50

 

 

January 25, 2037

 

I-42-B

 

 

Variable(2

)

$

492,595.50

 

 

January 25, 2037

 

I-43-A

 

 

Variable(2

)

$

464,687.50

 

 

January 25, 2037

 

I-43-B

 

 

Variable(2

)

$

464,687.50

 

 

January 25, 2037

 

I-44-A

 

 

Variable(2

)

$

438,417.50

 

 

January 25, 2037

 

I-44-B

 

 

Variable(2

)

$

438,417.50

 

 

January 25, 2037

 

I-45-A

 

 

Variable(2

)

$

413,562.00

 

 

January 25, 2037

 

I-45-B

 

 

Variable(2

)

$

413,562.00

 

 

January 25, 2037

 

I-46-A

 

 

Variable(2

)

$

390,296.50

 

 

January 25, 2037

 

I-46-B

 

 

Variable(2

)

$

390,296.50

 

 

January 25, 2037

 

I-47-A

 

 

Variable(2

)

$

368,166.00

 

 

January 25, 2037

 

I-47-B

 

 

Variable(2

)

$

368,166.00

 

 

January 25, 2037

 

I-48-A

 

 

Variable(2

)

$

347,288.50

 

 

January 25, 2037

 

I-48-B

 

 

Variable(2

)

$

347,288.50

 

 

January 25, 2037

 

I-49-A

 

 

Variable(2

)

$

327,593.50

 

 

January 25, 2037

 

I-49-B

 

 

Variable(2

)

$

327,593.50

 

 

January 25, 2037

 

I-50-A

 

 

Variable(2

)

$

309,016.50

 

 

January 25, 2037

 

I-50-B

 

 

Variable(2

)

$

309,016.50

 

 

January 25, 2037

 

I-51-A

 

 

Variable(2

)

$

291,531.00

 

 

January 25, 2037

 

I-51-B

 

 

Variable(2

)

$

291,531.00

 

 

January 25, 2037

 

I-52-A

 

 

Variable(2

)

$

275,022.00

 

 

January 25, 2037

 

I-52-B

 

 

Variable(2

)

$

275,022.00

 

 

January 25, 2037

 

I-53-A

 

 

Variable(2

)

$

259,415.50

 

 

January 25, 2037

 

I-53-B

 

 

Variable(2

)

$

259,415.50

 

 

January 25, 2037

 

I-54-A

 

 

Variable(2

)

$

4,301,547.50

 

 

January 25, 2037

 

I-54-B

 

 

Variable(2

)

$

4,301,547.50

 

 

January 25, 2037

 

___________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-A Regular Interest.

(2)

Calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein.

 

 

 

REMIC I-B

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-B.” The Class R-1B Interest will evidence the sole class of “residual interests” in REMIC I-B for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC I-B Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-B Regular Interests (as defined herein). None of the REMIC I-B Regular Interests will be certificated.

 

Designation

 

REMIC I-B Remittance Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date (1)

 

I-FX

 

 

Variable(2

)

$

18,833,230.77

 

 

January 25, 2037

 

FX-IO-1

 

 

Variable(2

)

$

44,326,931.66

 

 

January 25, 2037

 

FX-IO-2

 

 

Variable(2

)

$

44,326,032.66

 

 

January 25, 2037

 

FX-IO-3

 

 

Variable(2

)

$

8,865,925.73

 

 

January 25, 2037

 

FX-IO-4

 

 

Variable(2

)

$

13,297,989.60

 

 

January 25, 2037

 

FX-IO-5

 

 

Variable(2

)

$

4,432,063.87

 

 

January 25, 2037

 

FX-IO-6

 

 

Variable(2

)

$

17,730,952.47

 

 

January 25, 2037

 

I-FL

 

 

Variable(2

)

$

167,632,104.00

 

 

January 25, 2037

 

FL-IO-1

 

 

Variable(2

)

$

4,980,068.34

 

 

January 25, 2037

 

FL-IO-2

 

 

Variable(2

)

$

4,979,967.34

 

 

January 25, 2037

 

FL-IO-3

 

 

Variable(2

)

$

996,074.27

 

 

January 25, 2037

 

FL-IO-4

 

 

Variable(2

)

$

1,494,010.40

 

 

January 25, 2037

 

FL-IO-5

 

 

Variable(2

)

$

497,936.13

 

 

January 25, 2037

 

FL-IO-6

 

 

Variable(2

)

$

1,992,047.53

 

 

January 25, 2037

 

SWAP-IO

 

 

Variable(2

)

 

N/A(3

)

 

January 25, 2037

 

___________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-B Regular Interest.

(2)

Calculated in accordance with the definition of “REMIC I-B Remittance Rate” herein.

 

(3)

REMIC I-B Regular Interest SWAP-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

 

 

 

REMIC I-C

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I-B Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-C.” The Class R-1C Interest will evidence the sole class of “residual interests” in REMIC I-C for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC I-C Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-C Regular Interests (as defined herein). None of the REMIC I-C Regular Interests will be certificated.

 

Designation

 

REMIC I-C Remittance Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date (1)

 

I-AA

 

 

Variable(2

)

$

163,848,814.04

 

 

January 25, 2037

 

I-A1

 

 

Variable(2

)

$

1,204,620.00

 

 

January 25, 2037

 

I-M1

 

 

Variable(2

)

$

163,850.00

 

 

January 25, 2037

 

I-M2

 

 

Variable(2

)

$

32,600.00

 

 

January 25, 2037

 

I-M3

 

 

Variable(2

)

$

75,240.00

 

 

January 25, 2037

 

I-M4

 

 

Variable(2

)

$

26,750.00

 

 

January 25, 2037

 

I-M5

 

 

Variable(2

)

$

26,750.00

 

 

January 25, 2037

 

I-M6

 

 

Variable(2

)

$

20,900.00

 

 

January 25, 2037

 

I-M7

 

 

Variable(2

)

$

25,915.00

 

 

January 25, 2037

 

I-B1

 

 

Variable(2

)

$

25,915.00

 

 

January 25, 2037

 

I-ZZ

 

 

Variable(2

)

$

1,741,313.35

 

 

January 25, 2037

 

I-A-IO

 

 

Variable(2

)

 

N/A(3

)

 

January 25, 2037

 

I-SWAP-IO

 

 

Variable(2

)

 

N/A(3

)

 

January 25, 2037

 

I-NSC

 

 

Variable(2

)

$

337,733.35

 

 

January 25, 2037

 

I-SC

 

 

Variable(2

)

$

3,006,120.00

 

 

January 25, 2037

 

I-XX

 

 

Variable(2

)

$

163,848,814.04

 

 

January 25, 2037

 

___________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-C Regular Interest.

(2)

Calculated in accordance with the definition of “REMIC I-C Remittance Rate” herein.

 

(3)

REMIC I-C Regular Interest I-A-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

(4)

REMIC I-C Regular Interest I-SWAP-IO will not have an Uncertificated Balance, but will be entitled to 100% of amounts distributed on REMIC I-B Regular Interest SWAP-IO.

 

 

 

REMIC I-D

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I-C Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC ID.” The Class R-1D Interest will evidence the sole class of “residual interests” in REMIC I-D for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates. The Trust Fund will also issue the Class I-X-1 Certificates and the Class I-P Certificates, which will not be issued by any REMIC created hereunder.

 

Designation

 

Pass-Through Rate

 

Initial Aggregate Certificate Balance

 

Latest Possible Maturity Date (1)

 

Class I-A-1

 

 

Variable(2

)

$

240,924,000.00

 

 

January 25, 2037

 

Class I-A-IO

 

 

Variable(2

)

 

N/A(3

)

 

January 25, 2037

 

Class I-M-1

 

 

Variable(2

)

$

32,770,000.00

 

 

January 25, 2037

 

Class I-M-2

 

 

Variable(2

)

$

6,520,000.00

 

 

January 25, 2037

 

Class I-M-3

 

 

Variable(2

)

$

15,048,000.00

 

 

January 25, 2037

 

Class I-M-4

 

 

Variable(2

)

$

5,350,000.00

 

 

January 25, 2037

 

Class I-M-5

 

 

Variable(2

)

$

5,350,000.00

 

 

January 25, 2037

 

Class I-M-6

 

 

Variable(2

)

$

4,180,000.00

 

 

January 25, 2037

 

Class I-M-7

 

 

Variable(2

)

$

5,183,000.00

 

 

January 25, 2037

 

Class I-B-1

 

 

Variable(2

)

$

5,183,000.00

 

 

January 25, 2037

 

Class I-X

 

 

Variable(2

)

 

N/A(4

)

 

January 25, 2037

 

Class IO Interest

 

 

(5

)

 

N/A(6

)

 

January 25, 2037

 

_________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2)

Calculated in accordance with the definition of “Pass-Through Rate” herein.

 

(3)

The Class I-A-IO Certificates will not have a Certificate Balance, but will accrue interest on their Notional Amount, as defined herein.

(4)

The Class I-X Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class I-X Certificates outstanding from time to time which shall equal the Uncertificated Balance of the REMIC I-C Regular Interests (other than REMIC I-C Regular Interest I-A-IO and REMIC I-C Regular Interest I-SWAP-IO). The Class I-X Certificates will not accrue interest on their Certificate Balance.

 

(5)

The Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of amounts distributed on REMIC I-C Regular Interest I-SWAP-IO.

(6)

The Class IO Interest will not have a Certificate Balance, but will be entitled to 100% of amounts distributed on REMIC I-C Regular Interest I-SWAP-IO.

 

 

 

REMIC II-A

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement (other than the related Prepayment Premiums and the Group II Excess Reserve Fund Account) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-A”. The Class R-2A Interest will be the sole class of “residual interests” in REMIC II-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II-A Regular Interests (as defined herein). None of the REMIC II-A Regular Interests will be certificated.

 

Designation

 

REMIC II-A Remittance Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date (1)

 

II-AA

 

 

Variable(2

)

$

64,671,336.80

 

 

August 25, 2034

 

II-A1

 

 

Variable(2

)

$

421,350.00

 

 

August 25, 2034

 

II-M1

 

 

Variable(2

)

$

65,330.00

 

 

August 25, 2034

 

II-M2

 

 

Variable(2

)

$

55,760.00

 

 

August 25, 2034

 

II-M3

 

 

Variable(2

)

$

17,160.00

 

 

August 25, 2034

 

II-M4

 

 

Variable(2

)

$

32,670.00

 

 

August 25, 2034

 

II-B1

 

 

Variable(2

)

$

13,190.00

 

 

August 25, 2034

 

II-ZZ

 

 

Variable(2

)

$

714,363.20

 

 

August 25, 2034

 

___________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II-A Regular Interest.

(2)

Calculated in accordance with the definition of “REMIC II-A Remittance Rate” herein.

 

 

 

REMIC II-B

 

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-B.” The Class R-2B Interest will evidence the sole class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates. The Trust Fund will also issue the Class II-X-1 Certificates and the Class II-P Certificates, which will not be issued by any REMIC created hereunder.

 

Designation

 

Pass-Through Rate

 

Initial Aggregate Certificate Balance

 

Latest Possible Maturity Date (1)

 

Class II-A-1

 

 

Variable(2

)

$

42,135,000.00

 

 

August 25, 2034

 

Class II-M-1

 

 

Variable(2

)

$

6,533,000.00

 

 

August 25, 2034

 

Class II-M-2

 

 

Variable(2

)

$

5,576,000.00

 

 

August 25, 2034

 

Class II-M-3

 

 

Variable(2

)

$

1,716,000.00

 

 

August 25, 2034

 

Class II-M-4

 

 

Variable(2

)

$

3,267,000.00

 

 

August 25, 2034

 

Class II-M-5

 

 

Variable(2

)

$

1,319,000.00

 

 

August 25, 2034

 

Class II-X

 

 

Variable(2

)

 

N/A(3

)

 

August 25, 2034

 

_________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2)

Calculated in accordance with the definition of “Pass-Through Rate” herein.

 

(3)

The Class II-X Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class II-X Certificates outstanding from time to time which shall equal the Uncertificated Balance of the REMIC II-A Regular Interests. The Class II-X Certificates will not accrue interest on their Certificate Balance.

 

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal Balance equal to $334,385,334.78.

 

As of the Cut-off Date, the Group II Mortgage Loans had an aggregate Stated Principal Balance equal to $65,991,159.80.

 

The minimum denomination for each Class of Group I Offered Certificates (other than the Class I-A-IO Certificates) and the Class B-1 Certificates will be $25,000 initial Certificate Balance with integral multiples of $1 in excess thereof. The minimum denomination for the Class I-A-IO Certificates will be $25,000 initial Class I-A-IO Notional Amount with integral multiples of $1 in excess thereof. The minimum denomination for (a) the Class I-R Certificates will be a 100% Percentage Interest in such Class and (b) the Class I-P Certificates and Class I-X Certificates will be a 1% Percentage Interest in each such Class. The Class I-X-1 Certificates will be issued as a single Certificate and will not have a Class Certificate Balance.

 

It is expected that each Class of Group I Certificates will receive its final distribution of principal and interest on or prior to the related Final Scheduled Distribution Date.

 

Set forth below are designations of Classes of Group I Certificates to the categories used herein:

 

Group I Book-Entry Certificates

All Classes of Group I Certificates other than the Group I Physical Certificates.

 

Class I-A Certificates

Class I-A-1 Certificates and Class I-A-IO Certificates.

 

Class I-M Certificates

Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6 and Class I-M-7 Certificates.

 

Group I Fixed Certificates

Class I-A-IO, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-B-1 Certificates.

 

Group I LIBOR Certificates

Class I-A-1, Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4 Certificates.

 

Group I Offered Certificates

All Classes of Group I Certificates other than the Group I Private Certificates.

 

Group I Physical Certificates

Class I-X, Class I-X-1, Class I-P and Class I-R Certificates.

 

Group I Private Certificates

Class I-B-1, Class I-X, Class I-X-1, Class I-P and Class I-R Certificates.

 

Rating Agencies

S&P and Moody’s.

 

Group I Regular Certificates

All Classes of Certificates other than the Class I-P, Class I-X-1 and Class I-R Certificates.

 

Group I Residual Certificates

Class I-R Certificates.

 

Group I Subordinated Certificates

Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-B-1 Certificates.

 

The minimum denomination for each Class of Group II Offered Certificates will be $25,000 initial Certificate Balance with integral multiples of $1 in excess thereof. The minimum denomination for (a) the Class II-R Certificates will be a 100% Percentage Interest in such Class and (b) the Class II-P Certificates and Class II-X Certificates will be a 1% Percentage Interest in each such Class. The Class II-X-1 Certificates will be issued as a single Certificate and will not have a Class Certificate Balance.

 

It is expected that each Class of Group II Certificates will receive its final distribution of principal and interest on or prior to the related Final Scheduled Distribution Date.

 

Set forth below are designations of Classes of Group II Certificates to the categories used herein:

 

Group II Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

 

Class II-M Certificates

Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Certificates.

 

Group II Offered Certificates

All Classes of Group II Certificates other than the Group II Non-Offered Certificates.

 

Group II Physical Certificates

Class II-X, Class II-X-1, Class II-P and Class II-R Certificates.

 

Group II Non-Offered Certificates

Class II-X, Class II-X-1, Class II-P and Class II-R Certificates.

 

Rating Agencies

S&P and Moody’s.

 

Group II Regular Certificates

All Classes of Certificates other than the Class II-P, Class II-X-1 and Class II-R Certificates.

 

Group II Residual Certificates

Class II-R Certificates.

 

Group II Subordinated Certificates

Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Certificates.

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01    Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

 

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices set forth in Section 3.01(a) of this Agreement.

 

Account: Any of the applicable Collection Accounts, the Group I Master Servicer Collection Account, the Distribution Account, the Supplemental Interest Trust Account or the related Excess Reserve Fund Account. Each Account shall be an Eligible Account.

 

Accrued Certificate Interest Distribution Amount: With respect to any Distribution Date for each Class of Offered Certificates or Class I-B-1 Certificates, as applicable, the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance or the Class I-A-IO Notional Amount, as applicable, immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls not covered by Total Monthly Express Spread and Relief Act Interest Shortfalls for the related Due Period allocated to such Class pursuant to Section 4.02.

 

Additional Form 10-D Disclosure: As defined in Section 8.12(a)(i).

 

Additional Form 10-K Disclosure: As defined in Section 8.12(a)(iii).

 

Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Interest Rate less the related Expense Fee Rate.

 

Advance: Any P&I Advance or Servicing Advance.

 

Advance Facility: As defined in Section 11.07.

 

Advancing Person: The Person to whom a Servicer’s rights under this Agreement to be reimbursed for any P&I Advances or Servicing Advances have been assigned pursuant to Section 11.07.

 

Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.

 

Annual Statement of Compliance: As defined in Section 3.22.

 

Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the related Offered Certificates and, with respect to the Group I Certificates, the Class I-B-1 Certificates, after distributions of principal and after application of any amounts received from the Supplemental Interest Trustl on such Distribution Date exceeds the aggregate Stated Principal Balance of the related Mortgage Loans for such Distribution Date.

 

Appraised Value: (i) In the case of a purchase, the least of the sale price of the related Mortgaged Property, its appraised value or its review appraisal value (as determined pursuant to the related Underwriting Guidelines) at the time of sale, or (ii) in the case of a refinancing or modification of a Mortgage Loan, the appraised value of the related Mortgaged Property at the time of the refinancing or modification.

 

Assessment of Compliance: As defined in Section 3.23.

 

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trust.

 

Attestation Report: As defined in Section 3.23.

 

Available Funds: Group I Available Funds or Group II Available Funds.

 

Avelo: Avelo Mortgage, L.L.C., a Delaware limited liability company, and its successors in interest.

 

Basic Principal Distribution Amount: Group I Basic Principal Distribution Amount or Group II Basic Principal Distribution Amount.

 

Basis Risk Carry Forward Amount: Group I Basis Risk Carry Forward Amount or Group II Basis Risk Carry Forward Amount.

 

Basis Risk Payment: Group I Basis Risk Payment or Group II Basis Risk Payment.

 

Book-Entry Certificates: Group I Book-Entry Certificates and Group II Book-Entry Certificates.

 

Business Day: Any day other than (i) Saturday or Sunday, or (ii) a day on which banking or savings and loan institutions, in (a) the States of New York, Ohio, California and Delaware, (b) the State in which the Group I Master Servicer’s operations and any Servicer’s servicing operations are located, or (d) the State in which the Trustee’s operations are located, are authorized or obligated by law or executive order to be closed.

 

Certificate: Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

 

Certificate Balance: With respect to any Class of Certificates, other than the Physical Certificates, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of any Subordinated Certificates, and reduced by the amount of any related Applied Realized Loss Amounts previously allocated to such Class of Subordinated Certificates; provided, however, that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by related Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of the Subsequent Recovery distributed on such Distribution Date (up to the amount of related Applied Realized Loss Amounts allocated to such Class or Classes). The Class I-A-IO Certificates and Physical Certificates (other than the Class I-X Certificates and Class II-X Certificates) have no Certificate Balance. With respect to each Class I-X Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balances of the REMIC I-C Regular Interests (other than REMIC II-C Regular Interest I-SWAP-IO and REMIC I-C Regular Interest I-A-IO) over (B) the then aggregate Class Certificate Balance of the Class I-A-1 Certificates, Class I-M and Class I-B-1 Certificates then outstanding. With respect to each Class II-X Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balances of the REMIC II-A Regular Interests over (B) the then aggregate Class Certificate Balance of the Class II-A-1 Certificates and Class II-M Certificates then outstanding.

 

Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

 

Certificate Register: The register maintained pursuant to Section 5.02.

 

Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

 

Certification: As defined in Section 8.12(b).

 

Charged Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that is 180 days delinquent and that has not yet been liquidated, giving rise to a Realized Loss.

 

Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.

 

Class Certificate Balance: With respect to any Class and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.

 

Class I-A Certificates: As specified in the Preliminary Statement.

 

Class I-A-1 Certificates: All Certificates bearing the class designation of “Class I-A-1 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-A-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the aggregate Class Certificate Balance of the Class I-A-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A)  the product of (i) 44.10% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over the Group I Overcollateralization Floor.

 

Class I-A-IO Notional Amount: With respect to any Distribution Date and the Class I-A-IO Certificates, an amount equal to the lesser of (i) amount set forth on Schedule III for such Distribution Date and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the preceding Due Period. After the June 2008 Distribution Date, the Class I-A-IO Notional Amount will be equal to zero. For federal income tax purposes, the Class I-A-IO Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed to REMIC I-C Regular Interest I-A-IO.

 

Class I-B-1 Certificates: All Certificates bearing the class designation of “Class I-B-1 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-B-1 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class I-M-3 Certificates (after taking into account the payment of the Class I-M-3 Principal Distribution Amount on that Distribution Date), (E) the Class Certificate Balance of the Class I-M-4 Certificates (after taking into account the payment of the Class I-M-4 Principal Distribution Amount on that Distribution Date), (F) the Class Certificate Balance of the Class I-M-5 Certificates (after taking into account the payment of the Class I-M-5 Principal Distribution Amount on that Distribution Date), (G) the Class Certificate Balance of the Class I-M-6 Certificates (after taking into account the payment of the Class I-M-6 Principal Distribution Amount on that Distribution Date), (H) the Class Certificate Balance of the Class I-M-7 Certificates (after taking into account the payment of the Class I-M-7 Principal Distribution Amount on that Distribution Date) and (I) the Class Certificate Balance of the Class I-B-1 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 91.70% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M Certificates: The Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6 and Class I-M-7 Certificates.

 

Class I-M-1 Certificates: All Certificates bearing the class designation of “Class I-M-1 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-1 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date) and (B) the Class Certificate Balance of the Class I-M-1 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 63.70% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-2 Certificates: All Certificates bearing the class designation of “Class I-M-2 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-2 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), and (C) the Class Certificate Balance of the Class I-M-2 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 67.60% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-3 Certificates: All Certificates bearing the class designation of “Class I-M-3 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-3 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date) and (D) the Class Certificate Balance of the Class I-M-3 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 76.60% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-4 Certificates: All Certificates bearing the class designation of “Class I-M-4 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-4 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class I-M-3 Certificates (after taking into account the payment of the Class I-M-3 Principal Distribution Amount on that Distribution Date) and (E) the Class Certificate Balance of the Class I-M-4 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 79.80% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-5 Certificates: All Certificates bearing the class designation of “Class I-M-5 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-5 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class I-M-3 Certificates (after taking into account the payment of the Class I-M-3 Principal Distribution Amount on that Distribution Date), (E) the Class Certificate Balance of the Class I-M-4 Certificates (after taking into account the payment of the Class I-M-4 Principal Distribution Amount on that Distribution Date) and (F) the Class Certificate Balance of the Class I-M-5 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 83.00% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-6 Certificates: All Certificates bearing the class designation of “Class I-M-6 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-6 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class I-M-3 Certificates (after taking into account the payment of the Class I-M-3 Principal Distribution Amount on that Distribution Date), (E) the Class Certificate Balance of the Class I-M-4 Certificates (after taking into account the payment of the Class I-M-4 Principal Distribution Amount on that Distribution Date), (F) the Class Certificate Balance of the Class I-M-5 Certificates (after taking into account the payment of the Class I-M-5 Principal Distribution Amount on that Distribution Date) and (G) the Class Certificate Balance of the Class I-M-6 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 85.50% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class I-M-7 Certificates: All Certificates bearing the class designation of “Class I-M-7 Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the right to receive the related Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-M-7 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class I-A-1 Certificates (after taking into account the payment of the Class I-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class I-M-3 Certificates (after taking into account the payment of the Class I-M-3 Principal Distribution Amount on that Distribution Date), (E) the Class Certificate Balance of the Class I-M-4 Certificates (after taking into account the payment of the Class I-M-4 Principal Distribution Amount on that Distribution Date), (F) the Class Certificate Balance of the Class I-M-5 Certificates (after taking into account the payment of the Class I-M-5 Principal Distribution Amount on that Distribution Date), (G) the Class Certificate Balance of the Class I-M-6 Certificates (after taking into account the payment of the Class I-M-6 Principal Distribution Amount on that Distribution Date) and (H) the Class Certificate Balance of the Class I-M-7 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 88.60% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over the Group I Overcollateralization Floor.

 

Class IO Distribution Amount: As defined in Section 4.08 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.08 hereof.

 

Class IO Interest: An uncertificated interest in the Trust Fund held by the Supplemental Interest Trust Trustee, evidencing a REMIC Regular Interest in REMIC I-D for purposes of the REMIC Provisions.

 

Class I-P Certificates: All Certificates bearing the class designation of “Class I-P Certificates.”

 

Class I-R Certificates: All Certificates bearing the class designation of “Class I-R Certificates” and evidencing ownership of the Class R-1A Interest, Class R-1B Interest, Class R-1C Interest and Class R-1D Interest.

 

Class I-X Certificates: All Certificates bearing the class designation of “Class I-X Certificates” and evidencing (i) a REMIC Regular Interest in REMIC I-D, (ii) the obligation to pay Group I Basis Risk Carry Forward Amounts and (iii) the obligation to pay any Class IO Distribution Amount.

 

Class I-X Distributable Amount: On any Distribution Date, (i) as a distribution in respect of interest, the amount of interest that has accrued on the Class I-X Interest and not applied as an Group I Extra Principal Distribution Amount on such Distribution Date, plus any such accrued interest remaining undistributed from prior Distribution Dates, plus, without duplication, (ii) as a distribution in respect of principal, any portion of the principal balance of the Class I-X Interest which is distributable as a Group I Overcollateralization Reduction Amount, minus (iii) any amounts paid as a Group I Basis Risk Payment and (iv) any amounts paid as a Class IO Distribution Amount.

 

Class I-X-1 Certificates: All Certificates bearing the class designation of “Class I-X-1 Certificates.”

 

Class R-1A Interest: The uncertificated residual interest in REMIC I-A.

 

Class R-1B Interest: The uncertificated residual interest in REMIC I-B.

 

Class R-1C Interest: The uncertificated residual interest in REMIC I-C.

 

Class R-1D Interest: The uncertificated residual interest in REMIC I-D.

 

Class R-2A Interest: The uncertificated residual interest in REMIC II-A.

 

Class R-2B Interest: The uncertificated residual interest in REMIC II-B.

 

Class II-A-1 Certificates: All Certificates bearing the class designation of “Class II-A” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-A-1 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the aggregate Class Certificate Balance of the Class II-A-1 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 26.60% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-M Certificates: The Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Certificates.

 

Class II-M-1 Certificates: All Certificates bearing the class designation of “Class II-M-1” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-M-1 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class II-A-1 Certificates (after taking into account the payment of the Class II-A-1 Principal Distribution Amount on that Distribution Date) and (B) the Class Certificate Balance of the Class II-M-1 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 46.40% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-M-2 Certificates: All Certificates bearing the class designation of “Class II-M-2” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-M-2 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class II-A-1 Certificates (after taking into account the payment of the Class II-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class II-M-1 Certificates (after taking into account the payment of the Class II-M-1 Principal Distribution Amount on that Distribution Date), and (C) the Class Certificate Balance of the Class II-M-2 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 63.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-M-3 Certificates: All Certificates bearing the class designation of “Class II-M-3” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-M-3 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class II-A-1 Certificates (after taking into account the payment of the Class II-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class II-M-1 Certificates (after taking into account the payment of the Class II-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class II-M-2 Certificates (after taking into account the payment of the Class II-M-2 Principal Distribution Amount on that Distribution Date) and (D) the Class Certificate Balance of the Class II-M-3 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 68.50% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-M-4 Certificates: All Certificates bearing the class designation of “Class II-M-4” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-M-4 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class II-A-1 Certificates (after taking into account the payment of the Class II-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class II-M-1 Certificates (after taking into account the payment of the Class II-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class II-M-2 Certificates (after taking into account the payment of the Class II-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class II-M-3 Certificates (after taking into account the payment of the Class II-M-3 Principal Distribution Amount on that Distribution Date), and (E) the Class Certificate Balance of the Class II-M-4 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 78.40% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-M-5 Certificates: All Certificates bearing the class designation of “Class II-M-5” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the right to receive the related Basis Risk Carry Forward Amounts.

 

Class II-M-5 Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the excess of (x) the sum of (A) the aggregate Class Certificate Balance of the Class II-A-1 Certificates (after taking into account the payment of the Class II-A-1 Principal Distribution Amount on that Distribution Date), (B) the Class Certificate Balance of the Class II-M-1 Certificates (after taking into account the payment of the Class II-M-1 Principal Distribution Amount on that Distribution Date), (C) the Class Certificate Balance of the Class II-M-2 Certificates (after taking into account the payment of the Class II-M-2 Principal Distribution Amount on that Distribution Date), (D) the Class Certificate Balance of the Class II-M-3 Certificates (after taking into account the payment of the Class II-M-3 Principal Distribution Amount on that Distribution Date), (E) the Class Certificate Balance of the Class II-M-4 Certificates (after taking into account the payment of the Class II-M-4 Principal Distribution Amount on that Distribution Date), and (F) the Class Certificate Balance of the Class II-M-5 Certificates immediately prior to that Distribution Date, over (y) the lesser of (A) the product of (i) 82.40% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over the Group II Overcollateralization Floor.

 

Class II-P Certificates: All Certificates bearing the class designation of “Class II-P.”

 

Class II-R Certificates: All Certificates bearing the designation of “Class II-R” and evidencing ownership of the Class R-2A Interest and Class R-2B Interest.

 

Class II-X Certificates: All Certificates bearing the class designation of “Class II-X” and evidencing (i) a REMIC Regular Interest in REMIC II-B and (ii) the obligation to pay Group II Basis Risk Carry Forward Amounts.

 

Class II-X Distributable Amount: On any Distribution Date, (i) as a distribution in respect of interest, the amount of interest that has accrued on the Class II-X Interest and not applied as an Group II Extra Principal Distribution Amount on such Distribution Date, plus any such accrued interest remaining undistributed from prior Distribution Dates, plus, without duplication, (ii) as a distribution in respect of principal, any portion of the principal balance of the Class II-X Interest which is distributable as a Group II Overcollateralization Reduction Amount, minus (iii) any amounts paid as a Group II Basis Risk Payment.

 

Class II-X-1 Certificates: All Certificates bearing the class designation of “Class II-X-1.”

 

Closing Date: December 28, 2006.

 

Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.

 

Collection Accounts: As defined in Section 3.10(a).

 

Combined Loan-to-Value Ratio or CLTV: As of any date and as to any Mortgage Loan, the ratio, expressed as a percentage, of the (a) sum of (i) the outstanding principal balance of the Mortgage Loan and (ii) the outstanding principal balance as of such date of any mortgage loan or mortgage loans that are senior or equal in priority to the Mortgage Loan and which are secured by the same Mortgaged Property to (b) the Appraised Value.

 

Commission: The United States Securities and Exchange Commission.

 

Compensating Interest: For any Distribution Date, the lesser of (a) the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to voluntary Principal Prepayments in full occurring during the related Prepayment Period, and (b) (x) with respect to Ocwen, the related Servicing Fee, and (y) with respect to Avelo and the Group II Servicer, one-half of the related Servicing Fee, in each case payable to the related Servicer for such Distribution Date.

 

Condemnation Proceeds: All awards, compensation and/or settlements in respect of a Mortgaged Property on the related Mortgage Loans, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents remaining after, or not otherwise required to be applied to, the satisfaction of any related First Lien Mortgage Loan.

 

Conduit Mortgage Loan: Each Mortgage Loan purchased by the Sponsor pursuant to its mortgage conduit program and identified as a “Conduit Mortgage Loan” on the Mortgage Loan Schedule.

 

Corporate Trust Office: The designated office of the Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attn: Trust Administration-GS061S, facsimile no. (714) 247-6478 and which is the address to which notices to and correspondence with the Trustee should be directed.

 

Corresponding Certificate: With respect to each REMIC Regular Interest listed below, as follows:

 

REMIC Regular Interest

Class

REMIC I-C Regular Interest I-A1

I-A-1

REMIC I-C Regular Interest I-M1

I-M-1

REMIC I-C Regular Interest I-M2

I-M-2

REMIC I-C Regular Interest I-M3

I-M-3

REMIC I-C Regular Interest I-M4

I-M-4

REMIC I-C Regular Interest I-M5

I-M-5

REMIC I-C Regular Interest I-M6

I-M-6

REMIC I-C Regular Interest I-M7

I-M-7

REMIC I-C Regular Interest I-B1

I-B-1

REMIC I-C Regular Interest I-A-IO

I-A-IO

REMIC II-A Regular Interest II-A1

II-A-1

REMIC II-A Regular Interest II-M1

II-M-1

REMIC II-A Regular Interest II-M2

II-M-2

REMIC II-A Regular Interest II-M3

II-M-3

REMIC II-A Regular Interest II-M4

II-M-4

REMIC II-A Regular Interest II-M5

II-M-5

 

With respect to REMIC I-C Regular Interest I-SC, the LIBOR Certificates. With respect to REMIC I-C Regular Interest I-NSC, each Regular Certificate (other than a LIBOR Certificate).

 

Cumulative Loss Percentage: With respect to Ocwen, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses on the related Group I Mortgage Loans for the period from the Cut-off Date to the date of determination and the denominator of which is the Stated Principal Balance of the related Group I Mortgage Loans as of the Cut-off Date.

 

Custodial File: With respect to each Mortgage Loan, any Mortg