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POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

POOLING AND SERVICING AGREEMENT

 | Document Parties: HSI ASSET SECURITIZATION CORP TRUST 2006-HE2 | OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., | DEUTSCHE BANK NATIONAL TRUST COMPANY | WELLS FARGO BANK, N.A., You are currently viewing:
This Pooling and Servicing Agreement involves

HSI ASSET SECURITIZATION CORP TRUST 2006-HE2 | OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., | DEUTSCHE BANK NATIONAL TRUST COMPANY | WELLS FARGO BANK, N.A.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware     Date: 1/8/2007

POOLING AND SERVICING AGREEMENT

, Parties: hsi asset securitization corp trust 2006-he2 , officetiger global real estate services inc.  , deutsche bank national trust company , wells fargo bank  n.a.
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HSI ASSET SECURITIZATION CORPORATION,

Depositor,

 

CITIMORTGAGE, INC.,

Master Servicer,

 

CITIBANK, N.A.,

Securities Administrator

 

WELLS FARGO BANK, N.A.,

Custodian,

 

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

 

and

 

OFFICETIGER GLOBAL REAL ESTATE SERVICES INC.,

Credit Risk Manager

 

POOLING AND SERVICING AGREEMENT

 

Dated as of November 1, 2006

 

HSI ASSET  SECURITIZATION CORPORATION TRUST 2006-HE2

MORTGAGE PASS-THROUGH CERTIFICATES,

 

SERIES 2006-HE2

 

 



 

 


TABLE OF CONTENTS

Page

 

ARTICLE I

 

 

 

DEFINITIONS

 

 

 

ARTICLE II

 

 

 

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

 

Section 2.01

Conveyance of Mortgage Loans

51

Section 2.02

Acceptance by the Custodian of the Mortgage Loans

54

Section 2.03

Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans

55

Section 2.04

Execution and Delivery of Certificates

57

Section 2.05

REMIC Matters

57

Section 2.06

Representations and Warranties of the Depositor

57

 

 

 

ARTICLE III

 

 

 

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

 

Section 3.01

Establishment of Certain Accounts

58

Section 3.02

Investment of Funds in the Distribution Account and the Master Servicing Account

60

Section 3.03

Report on Assessment of Compliance with Relevant Servicing Criteria.

60

Section 3.04

Report on Attestation of Compliance with Relevant Servicing Criteria.

61

Section 3.05

Annual Officer’s Certificates.

62

Section 3.06

Indemnification.

63

Section 3.07

Advances

64

 

 

 

ARTICLE IV

 

 

 

DISTRIBUTIONS

 

 

 

Section 4.01

The Distribution Account

65

Section 4.02

Priorities of Distribution

65

Section 4.03

Monthly Statements to Certificateholders

72

Section 4.04

Certain Matters Relating to the Determination of LIBOR

75

Section 4.05

Allocation of Applied Realized Loss Amounts

75

Section 4.06

Supplemental Interest Trust.

75

Section 4.07

Rights of the Swap Counterparty.

77

Section 4.08

Termination Receipts.

78

Section 4.09

Final Maturity Reserve Trust.

79

 


ARTICLE V

 

 

THE CERTIFICATES

 

 

 

Section 5.01

The Certificates

80

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates

81

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

87

Section 5.04

Persons Deemed Owners

88

Section 5.05

Access to List of Certificateholders’ Names and Addresses

88

Section 5.06

Maintenance of Office or Agency

88

 

 

 

ARTICLE VI

 

 

 

THE DEPOSITOR

 

Section 6.01

Liabilities of the Depositor

88

Section 6.02

Merger or Consolidation of the Depositor

88

Section 6.03

Limitation on Liability of the Depositor and Others.

89

 

 

 

ARTICLE VII

 

 

 

DEFAULT

 

 

 

Section 7.01

Master Servicer to Act; Appointment of Successor

89

Section 7.02

Notification to Certificateholders

92

 

 

 

ARTICLE VIII

 

 

 

CONCERNING THE TRUSTEE

 

Section 8.01

Duties of the Trustee

92

Section 8.02

Certain Matters Affecting the Trustee

93

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

94

Section 8.04

Trustee May Own Certificates

95

Section 8.05

Trustee’s Fees Indemnification and Expenses

95

Section 8.06

Eligibility Requirements for the Trustee

96

Section 8.07

Resignation and Removal of the Trustee

96

Section 8.08

Successor Trustee

97

Section 8.09

Merger or Consolidation of the Trustee

98

Section 8.10

Appointment of Co-Trustee or Separate Trustee

98

Section 8.11

Tax Matters

99

Section 8.12

Commission Reporting

103

Section 8.13

Tax Classification of the Excess Reserve Fund Account and the Supplemental Interest Trust

110

 

-ii-


ARTICLE IX

 

ADMINISTRATION OF THE MORTGAGE LOANS

BY THE MASTER SERVICER

 

 

 

Section 9.01

Duties of the Master Servicer; Enforcement of Servicer’s Obligations.

110

Section 9.02

Provision to the Securities Administrator of Loan-Level Information.

112

Section 9.03

[Reserved]

112

Section 9.04

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

112

Section 9.05

Representations and Warranties of the Master Servicer

112

Section 9.06

Master Servicer Events of Default

113

Section 9.07

Waiver of Default.

115

Section 9.08

Successor to the Master Servicer.

115

Section 9.09

[Reserved]

116

Section 9.10

Merger or Consolidation.

116

Section 9.11

Resignation of the Master Servicer.

117

Section 9.12

Assignment or Delegation of Duties by the Master Servicer.

117

Section 9.13

Limitation on Liability of the Master Servicer.

117

Section 9.14

Indemnification; Third Party Claims.

118

Section 9.15

Duties of the Credit Risk Manager.

118

Section 9.16

Limitation Upon Liability of the Credit Risk Manager.

119

Section 9.17

Removal and Resignation of Credit Risk Manager.

120

 

 

 

ARTICLE X

 

 

 

CONCERNING THE SECURITIES ADMINISTRATOR

 

 

 

Section 10.01

Duties of Securities Administrator.

120

Section 10.02

Certain Matters Affecting the Securities Administrator.

121

Section 10.03

Securities Administrator Not Liable for Certificates or Mortgage Loans.

123

Section 10.04

Securities Administrator May Own Certificates.

124

Section 10.05

Securities Administrator’s Fees and Expenses.

124

Section 10.06

Eligibility Requirements for Securities Administrator.

125

Section 10.07

Resignation and Removal of Securities Administrator.

125

Section 10.08

Successor Securities Administrator.

126

Section 10.09

Merger or Consolidation of Securities Administrator.

127

Section 10.10

Assignment or Delegation of Duties by the Securities Administrator.

127

 

-iii-


ARTICLE XI

 

 

 

TERMINATION

 

 

 

Section 11.01

Termination upon Liquidation or Purchase of the Mortgage Loans

128

Section 11.02

Final Distribution on the Certificates

128

Section 11.03

Additional Termination Requirements

130

 

 

 

ARTICLE XII

 

 

 

MISCELLANEOUS PROVISIONS

 

Section 12.01

Amendment

130

Section 12.02

Recordation of Agreement; Counterparts

132

Section 12.03

Governing Law

133

Section 12.04

Intention of Parties

133

Section 12.05

Notices

134

Section 12.06

Severability of Provisions

135

Section 12.07

Limitation on Rights of Certificateholders

135

Section 12.08

Certificates Nonassessable and Fully Paid

136

Section 12.09

Rule of Construction

136

Section 12.10

Waiver of Jury Trial

136

 

-iv-


SCHEDULES

 

Schedule I

Mortgage Loan Schedule

Schedule II

Projected Aggregate Scheduled Principal Balance of Forty-Year Mortgage Loans

 

EXHIBITS

Exhibit A

Form of Class A and Class M Certificates

Exhibit B

Form of Class P Certificate

Exhibit C

Form of Class R Certificate

Exhibit D

Form of Class X Certificate

Exhibit E

Form of Initial Certification of Custodian

Exhibit F

Form of Document Certification and Exception Report of Custodian

Exhibit G

Form of Residual Transfer Affidavit

Exhibit H

Form of Transferor Certificate

Exhibit I-A

Form of Rule 144A Investment Letter

Exhibit I-B

Form of Regulation S Investment Letter

Exhibit J

Form of Request for Release

Exhibit K

Contents for Each Mortgage File

Exhibit L

Form of Sarbanes-Oxley Certification to be Provided by Master Servicer (or other Certification Party) signing Form 10-K

Exhibit M

List of Servicing Agreements

Exhibit N

Form of Servicing Function Participant Back-Up Sarbanes-Oxley Certification

Exhibit O

Form of Swap Agreement

Exhibit P

Form of Cap Agreement

Exhibit Q

[Reserved]

Exhibit R

[Reserved]

Exhibit S

Servicing Criteria Matrix

Exhibit T

Transaction Parties

Exhibit U

Form of Annual Compliance Certificate

Exhibit V

Additional Form 10-D Disclosure

Exhibit W

Additional Form 10-K Disclosure

Exhibit X

Form 8-K Disclosure Information

Exhibit Y

Additional Disclosure Notification

Exhibit Z

Class Notional Balance Schedule for Class A-IO Certificates

 

-v-


 

THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006, among HSI ASSET SECURITIZATION CORPORATION, as depositor (the “ Depositor ”), WELLS FARGO BANK, N.A., a national banking association, as custodian (in such capacity, “the Custodian ”), CITIMORTGAGE, INC., as master servicer (the “ Master Servicer ”), CITIBANK, N.A., as securities administrator (the “ Securities Administrator ”), OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as credit risk manager (the “ Credit Risk Manager ”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “ Trustee ”).

 

W I T N E S S E T H:

 

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

 

PRELIMINARY STATEMENT

 

The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account (vi) the Final Maturity Reserve Trust, and (vii) the obligation to pay Class I Shortfalls (collectively, the “ Excluded Trust Assets ”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “ REMIC ” or, in the alternative, “ REMIC 1 ,” REMIC 2, ” “REMIC 3” and “ REMIC 4 ,”; REMIC 4 also being referred to herein as the “ Upper Tier REMIC .”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election.

 

Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions.

 

The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

 


REMIC 1:

 

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”):

 

Class Designation

Initial Principal Balance

Interest Rate

LT1-A

$ 55,863,283.78

(1)

LT1-F1

$ 11,127,871.50

(2)

LT1-V1

$ 11,127,871.50

(3)

LT1-F2

$ 13,397,393.00

(2)

LT1-V2

$ 13,397,393.00

(3)

LT1-F3

$ 15,660,672.50

(2)

LT1-V3

$ 15,660,672.50

(3)

LT1-F4

$ 17,894,881.50

(2)

LT1-V4

$ 17,894,881.50

(3)

LT1-F5

$ 20,076,576.50

(2)

LT1-V5

$ 20,076,576.50

(3)

LT1-F6

$ 22,180,795.00

(2)

LT1-V6

$ 22,180,795.00

(3)

LT1-F7

$ 24,179,981.50

(2)

LT1-V7

$ 24,179,981.50

(3)

LT1-F8

$ 26,052,736.00

(2)

LT1-V8

$ 26,052,736.00

(3)

LT1-F9

$ 27,720,679.50

(2)

LT1-V9

$ 27,720,679.50

(3)

LT1-F10

$ 26,654,767.50

(2)

LT1-V10

$ 26,654,767.50

(3)

LT1-F11

$ 25,377,210.50

(2)

LT1-V11

$ 25,377,210.50

(3)

LT1-F12

$ 24,159,569.00

(2)

LT1-V12

$ 24,159,569.00

(3)

LT1-F13

$ 23,000,414.50

(2)

LT1-V13

$ 23,000,414.50

(3)

LT1-F14

$ 21,896,934.00

(2)

LT1-V14

$ 21,896,934.00

(3)

LT1-F15

$ 20,846,441.50

(2)

LT1-V15

$ 20,846,441.50

(3)

LT1-F16

$ 19,849,408.00

(2)

LT1-V16

$ 19,849,408.00

(3)

LT1-F17

$ 18,896,917.50

(2)

LT1-V17

$ 18,896,917.50

(3)

LT1-F18

$ 17,990,202.00

(2)

LT1-V18

$ 17,990,202.00

(3)

LT1-F19

$ 17,199,494.00

(2)

 

-2-


Class Designation

Initial Principal Balance

Interest Rate

LT1-V19

$ 17,199,494.00

(3)

LT1-F20

$ 28,861,751.00

(2)

LT1-V20

$ 28,861,751.00

(3)

LT1-F21

$ 27,500,525.00

(2)

LT1-V21

$ 27,500,525.00

(3)

LT1-F22

$ 24,777,383.00

(2)

LT1-V22

$ 24,777,383.00

(3)

LT1-F23

$ 22,349,388.00

(2)

LT1-V23

$ 22,349,388.00

(3)

LT1-F24

$ 20,146,217.00

(2)

LT1-V24

$ 20,146,217.00

(3)

LT1-F25

$ 12,554,128.00

(2)

LT1-V25

$ 12,554,128.00

(3)

LT1-F26

$ 11,136,843.50

(2)

LT1-V26

$ 11,136,843.50

(3)

LT1-F27

$ 10,580,852.50

(2)

LT1-V27

$ 10,580,852.50

(3)

LT1-F28

$ 11,232,358.50

(2)

LT1-V28

$ 11,232,358.50

(3)

LT1-F29

$ 10,512,551.00

(2)

LT1-V29

$ 10,512,551.00

(3)

LT1-F30

$ 9,805,816.00

(2)

LT1-V30

$ 9,805,816.00

(3)

LT1-F31

$ 9,151,931.50

(2)

LT1-V31

$ 9,151,931.50

(3)

LT1-F32

$ 8,540,999.50

(2)

LT1-V32

$ 8,540,999.50

(3)

LT1-F33

$ 7,979,845.00

(2)

LT1-V33

$ 7,979,845.00

(3)

LT1-F34

$ 7,435,671.50

(2)

LT1-V34

$ 7,435,671.50

(3)

LT1-F35

$ 6,508,445.00

(2)

LT1-V35

$ 6,508,445.00

(3)

LT1-F36

$ 6,127,170.00

(2)

LT1-V36

$ 6,127,170.00

(3)

LT1-F37

$ 5,783,182.50

(2)

LT1-V37

$ 5,783,182.50

(3)

LT1-F38

$ 5,458,808.00

(2)

LT1-V38

$ 5,458,808.00

(3)

LT1-F39

$ 5,152,909.50

(2)

LT1-V39

$ 5,152,909.50

(3)

LT1-F40

$ 4,864,373.00

(2)

LT1-V40

$ 4,864,373.00

(3)

LT1-F41

$ 4,592,303.50

(2)

 

-3-


Class Designation

Initial Principal Balance

Interest Rate

LT1-V41

$ 4,592,303.50

(3)

LT1-F42

$ 4,335,704.00

(2)

LT1-V42

$ 4,335,704.00

(3)

LT1-F43

$ 74,833,545.50

(2)

LT1-V43

$ 74,833,545.50

(3)

LT1-R

(4)

(4)

 

 

(1)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for the Class LT1-A Interest shall be the Net WAC Rate.

 

 

(2)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the lesser of (i) 10.20% and (ii) the product of (a) the Net WAC Rate and (b) 2.

 

 

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over (ii) 10.20%.

 

 

(4)

The Class LT1-R interest shall not have a principal amount and shall not bear interest. The Class LT1-R interest is hereby designated as the sole class of residual interest in REMIC 1.

 

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund.

 

On each Distribution Date the Securities Administrator shall distribute the Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates.

 

On each Distribution Date, the Securities Administrator shall distribute the Principal Remittance Amount with respect to the Lower Tier Interests in REMIC 1, first to the Class LT1-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the Class LT1-V43 Lower Tier Interests.

 

-4-


REMIC 2:

 

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 2, each of which (other than the LT2-R Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

 

Class Designation

 

Initial Principal Balance

 

Interest Rate

LT2-1A-IO

 

$ 76,232,000.00

 

(1)

LT2-2A-IO

 

$ 76,232,000.00

 

(1)

LT2-3A-IO

 

$ 228,695,000.00

 

(1)

LT2-Pool

 

(2)

 

(1)

LT2-IO-Swap

 

(3)

 

(3)

LT2-R

 

(4)

 

(4)

 

(1)

For any Distribution Date (and the related Accrual Period) the interest rate for each of these REMIC 2 Regular Interests is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 1 for such Distribution Date, provided, however, that (i) for any Distribution Date on which the LT2-IO-Swap Interest is entitled to a portion of the interest accruals on the Lower Tier Interests in REMIC 1 with an “F “ in its designation, as described in footnote three below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap LIBOR for such Distribution Date.

 

(2)

This interest shall have an initial principal balance equal to the excess of (a) the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date over (b) the sum of the initial principal balances of the interests in REMIC 2 containing the letters “A-IO” in their class designations.

 

(3)

The LT2-IO-Swap Interest is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the LT2-IO-Swap Interest shall be entitled to interest accrued on the Lower Tier Interest in REMIC 1 listed in the second column in the table below, at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest in REMIC 1 for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

 

Distribution Dates

 

REMIC

1 Class Designation

2

 

Class LT1-F1

2-3

 

Class LT1-F2

2-4

 

Class LT1-F3

2-5

 

Class LT1-F4

2-6

 

Class LT1-F5

2-7

 

Class LT1-F6

2-8

 

Class LT1-F7

2-9

 

Class LT1-F8

2-10

 

Class LT1-F9

2-11

 

Class LT1-F10

2-12

 

Class LT1-F11

2-13

 

Class LT1-F12

2-14

 

Class LT1-F13

2-15

 

Class LT1-F14

2-16

 

Class LT1-F15

2-17

 

Class LT1-F16

2-18

 

Class LT1-F17

2-19

 

Class LT1-F18

 

-5-


Distribution Dates

 

REMIC

1 Class Designation

2-20

 

Class LT1-F19

2-21

 

Class LT1-F20

2-22

 

Class LT1-F21

2-23

 

Class LT1-F22

2-24

 

Class LT1-F23

2-25

 

Class LT1-F24

2-26

 

Class LT1-F25

2-27

 

Class LT1-F26

2-28

 

Class LT1-F27

2-29

 

Class LT1-F28

2-30

 

Class LT1-F29

2-31

 

Class LT1-F30

2-32

 

Class LT1-F31

2-33

 

Class LT1-F32

2-34

 

Class LT1-F33

2-35

 

Class LT1-F34

2-36

 

Class LT1-F35

2-37

 

Class LT1-F36

2-38

 

Class LT1-F37

2-39

 

Class LT1-F38

2-40

 

Class LT1-F39

2-41

 

Class LT1-F40

2-42

 

Class LT1-F41

2-43

 

Class LT1-F42

2-44

 

Class LT1-F43

 

(4)

The LT2-R Interest shall not have a principal amount and shall not bear interest. The LT2-R interest is hereby designated as the sole class of residual interest in REMIC 2.

 

On each Distribution Date, interest distributable in respect of the REMIC 1 Interests for such Distribution Date shall be distributed to the Interests in REMIC 2 at the rates shown above.

 

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans shall be allocated to the LT2-Pool Interest until the principal balance of such Interest is reduced to zero, and then to the Interests having the letters “A-IO” in their Class designation in ascending order of their numerical designation until the principal balance of each such Interest is reduced to zero.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the LT2-3A-IO Interest.

 

REMIC 3:

 

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 3, each of which (other than the LT3-R Interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular Interests”):

 

-6-


 

Class Designation

Initial Principal Balance

Interest Rate

Corresponding Class of Certificates

LT3-I-A

½ Corresponding Class balance

(1)

I-A

LT3-II-A-1

½ Corresponding Class balance

(1)

II-A-1

LT3-II-A-2

½ Corresponding Class balance

(1)

II-A-2

LT3-II-A-3

½ Corresponding Class balance

(1)

II-A-3

LT3-II-A-4

½ Corresponding Class balance

(1)

II-A-4

LT3-M-1

½ Corresponding Class balance

(1)

M-1

LT3-M-2

½ Corresponding Class balance

(1)

M-2

LT3-M-3

½ Corresponding Class balance

(1)

M-3

LT3-M-4

½ Corresponding Class balance

(1)

M-4

LT3-M-5

½ Corresponding Class balance

(1)

M-5

LT3-M-6

½ Corresponding Class balance

(1)

M-6

LT3-M-7

½ Corresponding Class balance

(1)

M-7

LT3-M-8

½ Corresponding Class balance

(1)

M-8

LT3-M-9

½ Corresponding Class balance

(1)

M-9

LT3-M-10

½ Corresponding Class balance

(1)

M-10

LT3-Q

(2)

(1)

X

LT3-A-IO

(3)

(3)

A-IO

LT3-IO-Swap

(4)

(4)

N/A

LT3-R

(5)

(5)

R

LT3-Reserve-IO

(6)

(6)

N/A

 

(1)

This interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 3 Regular Interests is a per annum rate equal to the greater of (i) 0.00% and (ii) the weighted average of the interest rates on each REMIC 2 Interest having an “A-IO” in its designation and the LT2-Pool Interest, computed after (i) reducing the rate payable on each such REMIC 2 Interest having an “A-IO” in its Class designation by 1.50% for any Distribution Date on which interest is payable on the Class LT-3-A-IO Interest (as described in footnote (3) below) and (ii) reducing the rate payable on each such REMIC 2 Interest having an “A-IO” or “Pool” in its Class designation by 0.80% for any Distribution Date on which the LT3-Reserve-IO Interest is entitled to receive interest (as described in footnote (6) below).

 

(2)

Thisinterest shall have an initial principal balance equal to the excess of (a) the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date over (b) the sum of the initial principal balances of the interests in REMIC 3 (other than any interest-only classes).

 

(3)

This REMIC 3 Interest is an interest-only Interest and does not have a principal balance. For each Distribution Date on the chart below, this REMIC 3 Interest shall be entitled to interest payable on the REMIC 2 Interest corresponding to such Distribution Dates at a rate equal to the lesser of (i) 1.50% and (ii) the interest rate of the REMIC 2 Interest corresponding to such Distribution Date.

 

 

Distribution Date occurring in

 

Corresponding

REMIC 2 Interest

December 2006 - May 2007

 

LT2-1A-IO - LT2-3A-IO

June 2007 - November 2007

 

LT2-2A-IO - LT2-3A-IO

December 2007 - February 2008

 

LT2-3A-IO

 

(4)

The LT3-IO-Swap Interest shall not have a principal balance, but shall be entitled to receive, on each Distribution Date, 100% of the interest distributable on the Class LT2-IO-Swap Interest in REMIC 2.

 

-7-


(5)

The LT3-R Interest shall not have a principal amount and shall not bear interest. The LT3-R interest is hereby designated as the sole class of residual interest in REMIC 3.

 

(6)

TheClass LT2-Reserve-IO Interest is an interest-only class that does not have a principal balance. For only those Distribution Dates on or after the Distribution Date in December 2016 to and including the Distribution Date in December 2036, the Class LT2-Reserve-IO Interest shall have a notional principal balance equal to the aggregate Stated Principal Balance of the Mortgage Loans having an original term to maturity of 40 years and shall accrue interest on such notional principal balance at a per annum rate of 0.80%.

 

On each Distribution Date, interest distributable in respect of the REMIC 2 Regular Interests shall be distributed with respect to each of the Interests in REMIC 3 based on the above-described interest rates, provided,   however , that interest that accrues on the LT3-Q Interest shall be deferred to the extent necessary to make the principal distributions described in priority (i) below for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the LT3-Q Interest.

 

On each Distribution Date, the principal distributed on the REMIC 2 Regular Interests (together with an amount equal to the interest deferred on the Class LT3-Q Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the Interests in REMIC 3 in the following order of priority:

 

(i)   first, to each interest in REMIC 3 having a Corresponding Class in REMIC 4 (other than a REMIC 3 interest having an “A-IO” in its class designation) until the outstanding principal amount of each such interest equals one-half of the outstanding principal amount of the Corresponding Class of Certificates for such interest immediately after such Distribution Date;

 

(ii)   finally, to the Class LT3-Q Interest, any remaining amounts.

 

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the LT3-Q Interest

 

Upper Tier REMIC

 

The Upper Tier REMIC shall issue the following Classes of Upper Tier REMIC Regular Interests and each such interest, other than the Class R Interest, is hereby designated as a regular interest in the Upper Tier REMIC.

 

-8-


Upper Tier REMIC

 

 

Upper Tier REMIC

Class Designation

 

Upper Tier REMIC Interest Rate and Corresponding Class Interest Rate

 

Initial Upper Tier REMIC Principal Amount and Corresponding Class Certificate Balance or Class Notional Balance

 

Corresponding Class of Certificates

Class I-A

 

(1)

 

$384,335,000.00

 

Class I-A(11)

Class II-A-1

 

(2)

 

$442,587,000.00

 

Class II-A-1(11)

Class II-A-2

 

(3)

 

$128,811,000.00

 

Class II-A-2(11)

Class II-A-3

 

(4)

 

$224,585,000.00

 

Class II-A-3(11)

Class II-A-4

 

(5)

 

$ 63,784,000.00

 

Class II-A-4(11)

Class A-IO

 

(6)

 

$381,159,000.00

 

Class A-IO(11)

Class M-1

 

(7)

 

$ 53,362,000.00

 

Class M-1(11)

Class M-2

 

(7)

 

$ 47,263,000.00

 

Class M-2(11)

Class M-3

 

(7)

 

$ 28,207,000.00

 

Class M-3(11)

Class M-4

 

(7)

 

$ 25,156,000.00

 

Class M-4(11)

Class M-5

 

(7)

 

$ 22,870,000.00

 

Class M-5(11)

Class M-6

 

(7)

 

$ 23,632,000.00

 

Class M-6(11)

Class M-7

 

(7)

 

$ 21,345,000.00

 

Class M-7(11)

Class M-8

 

(7)

 

$ 14,484,000.00

 

Class M-8(11)

Class M-9

 

(7)

 

$ 8,385,000.00

 

Class M-9(11)

Class M-10

 

(7)

 

$ 12,197,000.00

 

Class M-10(11)

Class X

 

(8)

 

(8)

 

Class X

Class R

 

(9)

 

(9)

 

Class R

Class P

 

(10)

 

(10)

 

Class P

 

(1)

The Class I-A Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group I Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group I Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group I Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class I-A Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class I-A Certificates is based on the Group I Available Funds Cap, the amount of interest that would have accrued on the Class I-A Certificates if the REMIC 3 Net Funds Cap were substituted for the Group I Available Funds Cap shall be treated as having been paid by the Class I-A Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(2)

The Class II-A-1 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-1 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

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(3)

The Class II-A-2 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-2 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(4)

The Class II-A-3 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-3 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(5)

The Class II-A-4 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-4 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(6)

The Class A-IO Interest will bear interest during each Interest Accrual Period based on its Class Notional Balance at a per annum rate equal to the lesser of (i) 1.50% per annum and (ii) the Class A-IO Available Funds Cap. For purposes of the REMIC Provisions, the reference to the Class A-IO Available Funds Cap in clause (ii) of the preceding sentence shall be deemed to be computed without regard to the Swap Agreement (the “REMIC A-IO Available Funds Cap”); therefore, on any Distribution Date on which the Interest Rate on the Class A-IO Certificates is based on the Class A-IO Available Funds Cap, the amount of interest that would have accrued on the Class A-IO Certificates if the REMIC A-IO Available Funds Cap were substituted for the Class A-IO Available Funds Cap shall be treated as having been paid by the Class A-IO Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof. The Class A-IO Certificates will not bear interest after the Distribution Date in February 2008.

 

-10-


(7)

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Interests will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap. For purposes of the REMIC Provisions, the reference to Class M Available Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, is based on the Class M Available Funds Cap, the amount of interest that would have accrued on each such Class of Certificates if the REMIC 3 Net Funds Cap were substituted for the Class M Available Funds Cap shall be treated as having been paid by the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificateholders, as applicable, to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

 

(8)

For purposes of the REMIC Provisions, the Class X Interest shall have an initial principal balance of $23,631,478.78 (initial overcollateralization of $23,631,578.78 less $100.00 attributable to the Class P Principal Amount), and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC. The Class X Certificate shall also comprise three notional components, each of which represents a regular interest in the Upper Tier REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Certificate Balances of the Lower Tier Interests in REMIC 3, and, for each Distribution Date (and the related Interest Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest) over (ii) the Adjusted Lower Tier WAC. The second notional component represents the right to receive all distributions in respect of the Class LT3-IO-Swap in REMIC 3 (the “LT4-I” interest). The third notional component represents the right to receive all distributions in respect of the Class LT3-Reserve-IO in REMIC 3. In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Excess Reserve Fund Account; (ii) the Supplemental Interest Trust, including the Swap Agreement, Swap Account, Cap Agreement, and Cap Account, and (iii) the Final Maturity Reserve Trust and (iv) an interest in the notional principal contracts described in Section 8.11 hereof.

 

(9)

The Class R Interest is the sole Class of residual interest in the Upper Tier REMIC. The Class R Interest is issued without a principal amount does not bear a stated Interest Rate. The Class R Certificate will be issued as a single certificate evidencing the initial Percentage Interest of such Class, and shall represent ownership of each of the Class R, Class LT1-R, Class LT2-R, and Class LT3-R Interests.

 

(10)

The Class P Interest shall not bear interest at a stated Interest Rate. Prepayment Charges paid with respect to the Mortgage Loans shall be paid to the Class P Certificateholders as provided in Section 4.02(b). For purposes of the REMIC Provisions, the Class P Interest shall represent a regular interest in the Upper Tier REMIC. The Class P Certificate will have a Class P Principal Amount of $100.

 

(11)

Each of these Certificates will represent not only the ownership of the Corresponding Class of Upper Tier REMIC Regular Interest but also the right to receive payments from (i) the Excess Reserve Fund Account in respect of any Basis Risk Carryover Amounts and (ii) the Supplemental Interest Trust in respect of proceeds from the Derivative Agreements. For federal income tax purposes, the Securities Administrator will treat a Certificateholder’s right to receive payments from the Excess Reserve Fund Account as payments made pursuant to a notional principal contract written by the Class X Certificateholders.

 

-11-


The minimum denomination for each Class of Certificates, other than the Class P, Class R and the Class X Certificates, will be $25,000 of Certificate Balance (notional balance in the case of Class A-IO Certificates) ($100,000 with respect to initial investors resident in a Member State of the European Economic Area subject to the EU Prospectus Directive 2003/71/EC) with integral multiples of $1 in excess thereof, except that one Certificate in each Class may be issued in a different amount. The minimum denomination for each of the Class P and Class X Certificates will be a 10.00% Percentage Interest in such Class, and the minimum denomination for the Class R Certificates shall be 100% Percentage Interest in such Class.

 

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

 

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

 

 

Class A Certificates

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

 

 

Class M Certificates

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.

 

 

Delay Certificates

The Class A-IO Certificates.

 

 

ERISA-Restricted

 

Certificates

Any Class P, Class X and Class R Certificates and any Certificate with a rating which falls below the lowest applicable permitted rating under the Underwriters’ Exemption.

 

 

ERISA-Restricted

 

Trust Certificates

Any Class A Certificate or Class M Certificate.

 

 

Group I Certificates

The Class I-A Certificates.

 

 

Group II Certificates

Collectively, the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates.

 

 

Interest-Only Certificates

The Class A-IO Certificates.

 

 

LIBOR Certificates

Collectively, the Class I-A, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4 Certificates and any Class M Certificate.

 

 

Non-Delay Certificates

The Class A Certificates (other than the Class A-IO Certificates), the Class M Certificates and Class X Certificates.

 

 

Offered Certificates

All Classes of Certificates other than the Private Certificates.

 

 

Physical Certificates

Class P, Class X and Class R Certificates.

 

 

Private Certificates

Class M-10, Class P, Class X and Class R Certificates.

 

-12-


Rating Agencies

Fitch, Moody’s and Standard & Poor’s.

 

 

Regular Certificates

All Classes of Certificates other than the Class R Certificates.

 

 

Residual Certificates

Class R Certificates.

 

ARTICLE I

 

DEFINITIONS

 

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

 

10-K Filing Deadline: As defined in Section 8.12(a)(ii).

 

Account : Any of the Collection Accounts, the Master Servicing Account, the Distribution Account and any Escrow Account, with respect to the Supplemental Interest Trust, the Excess Reserve Fund Account and the Supplemental Interest Trust Account and with respect to the Final Maturity Reserve Trust, the Final Maturity Reserve Fund. Each Account shall be an Eligible Account.

 

Additional Disclosure Notification : The form of notice set forth on Exhibit Y.

 

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)(ii).

 

Additional Termination Event : As defined in the Cap Agreement or the Swap Agreement, as applicable.

 

Adjustable Rate Mortgage Loan : A Mortgage Loan which provides for the adjustment of the Mortgage Rate payable in respect thereto.

 

Adjusted Lower Tier WAC : For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT3-I-A, LT3-II-A-1, LT3-II-A-2, LT3-II-A-3, LT3-II-A-4, LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6, LT3-M-7, LT3-M-8, LT3-M-9, LT3-M-10 and LT3-Q Interests, weighted in proportion to their Class Certificate Balances as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class LT3-I-A, LT3-II-A-1, LT3-II-A-2, LT3-II-A-3, LT3-II-A-4, LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6, LT3-M-7, LT3-M-8, LT3-M-9 and LT3-M-10 Interests to a cap that corresponds to the Interest Rate (determined by substituting the REMIC 3 Net Funds Cap for the applicable Available Funds Cap) for the Corresponding Class of Certificates; provided, however , that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by the quotient of (a) the actual number of days in the Interest Accrual Period, divided by (b) 30.

 

Advance : Any P&I Advance or Servicing Advance.

 

-13-


Affected Party: As defined in the Swap Agreement.

 

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.

 

Amounts Held for Future Distribution : As to the Certificates on any Distribution Date, the aggregate amount held in the Collection Accounts of the Servicers at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans received after the end of the related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Due Period.

 

Applied Realized Loss Amount : With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the LIBOR Certificates after distributions of principal on such Certificates on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

 

Appraised Value : The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

 

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

 

Available Funds : With respect to any Distribution Date and the Mortgage Loans to the extent received by the Master Servicer (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received by the Servicers on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received by the Servicers during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full prepayments on the Mortgage Loans received by the Servicers during the related Prepayment Period together with all Compensating Interest paid by the Servicers in connection therewith (excluding any Prepayment Charges); (iv) all Substitution Adjustment Amounts with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; (v) all amounts received with respect to such Distribution Date as the Repurchase Price in respect of a Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor on or prior to the related Determination Date; and (vi) the proceeds with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01; reduced by (y) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which a Servicer, the Depositor, the Master Servicer, the Securities Administrator, the Credit Risk Manager or the Trustee are entitled to be paid or reimbursed pursuant to the Servicing Agreements or this Agreement.

 

-14-


Back-up Certification : As defined in Section 3.05.

 

Basic Principal Payment Amount : With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Overcollateralization Amount, if any, for such Distribution Date.

 

Basis Risk Carryover Amount : With respect to each Class of LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Interest Rate for any Class of LIBOR Certificates is based upon the Group I Available Funds Cap, the Group II Available Funds Cap or the Class M Available Funds Cap, as applicable, the excess of (i) the amount of interest such Class of Certificates would otherwise be entitled to receive on such Distribution Date had such Interest Rate been calculated as the sum of LIBOR and the applicable Interest Margin on such Class of Certificates for such Distribution Date, over (ii) the amount of interest payable on such Class of Certificates, in the case of any Group I Certificates, based on the Group I Available Funds Cap, in the case of any Group II Certificates, based on the Group II Available Funds Cap and in the case of any Class of Class M Certificates, based on the Class M Available Funds Cap and (B) the portion of any such excess described in clause (A) for such Class of Certificates from all previous Distribution Dates not previously paid, together with interest thereon at a rate equal the applicable Interest Rate for each such Class of Certificates for such Distribution Date. With respect to the Interest-Only Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Interest Rate of the Interest-Only Certificates is based on the Class A-IO Available Funds Cap, the excess of (i) the amount of interest that the Interest-Only Certificates would otherwise have been entitled to receive on such Distribution Date had the Interest Rate equaled 1.50% per annum over (ii) the amount of interest payable on the Interest-Only Certificates if subject to the Class A-IO Available Funds Cap for such Distribution Date and (B) the portion of such excess described in clause (A) for the Interest-Only Certificates from all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to 1.50% per annum.

 

Basis Risk Payment : For any Distribution Date, an amount equal to the lesser of (i) the aggregate of the Basis Risk Carryover Amounts of the LIBOR Certificates and the Interest-Only Certificates for such Distribution Date and (ii) the Class X Distributable Amount (prior to any reduction for Basis Risk Payments).

 

Book-Entry Certificates : As specified in the Preliminary Statement.

 

Business Day : Any day other than (i) Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in (a) the States of New York, California, Maryland or Minnesota, (b) the Commonwealth of Pennsylvania or any other State in which a Servicer’s servicing operations are located, or (c) any State in which the Corporate Trust Office is located, are authorized or obligated by law or executive order to be closed.

 

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Cap Account : The sub-account of the Supplemental Interest Trust Account created pursuant to Section 4.06(a).

 

Cap Agreement : The interest rate cap agreement entered into by the Supplemental Interest Trust and the Cap Counterparty, dated December 5, 2006, which agreement provides for the monthly payment specified to the securities administrator of the Supplemental Interest Trust (for the benefit of Certificateholders) commencing with the Distribution Date in June 2007 and ending on the Distribution Date in December 2013, by the Cap Counterparty, but subject to the conditions set forth therein, together with any schedule, confirmations or other agreements relating thereto, attached as Exhibit P.

 

Cap Amount : With respect to each Distribution Date, the amount of any Cap Payment deposited into the Cap Account.

 

Cap Counterparty : The counterparty to the Supplemental Interest Trust under the Cap Agreement, and any successor in interest or its assigns. Initially, the Cap Counterparty shall be ABN AMRO Bank N.V.

 

Cap Payment : With respect to each Distribution Date, any payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement.

 

Cap Payment Dat e: For as long as the Cap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

 

Cap Replacement Receipts : As defined in Section 4.08(b)(i).

 

Cap Replacement Receipts Account : As defined in Section 4.08(b)(i).

 

Cap Termination Payment : Upon the designation of an “Early Termination Date” as defined in the Cap Agreement, the payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement and any unpaid amounts due on previous Cap Payment Dates and accrued interest thereon as provided in the Cap Agreement, as calculated by the Cap Counterparty and furnished to the Securities Administrator.

 

Cap Termination Receipts : As defined in Section 4.08(b)(i).

 

Cap Termination Receipts Account : As defined in Section 4.08(b)(i).

 

Certificate : Any one of the Certificates executed and authenticated by the Securities Administrator in substantially the forms attached hereto as exhibits.

 

Certificate Balance : With respect to any Certificate, other than a Class A-IO, Class X, Class P or Class R Certificate, 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 Class M Certificates, reduced by any Applied Realized Loss Amounts allocated to such Class of Certificates pursuant to Section 4.05; provided, however , that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of any Subsequent Recovery distributed on such Distribution Date (up to the amount of Unpaid Realized Loss Amount for such Class or Classes for such Distribution Date). The Class P Certificates are issued with an initial Class P Principal Amount of $100. The Class X and Class R Certificates have no Certificate Balance. The Class A-IO Certificates are issued with a Class Notional Balance.

 

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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 100.00% 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 Securities Administrator 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 Parties : As defined in Section 3.05.

 

Certificate Group : The Group I Certificates or the Group II Certificates, as applicable.

 

Certifying Person : As defined in Section 3.05.

 

Citibank : Citibank, N.A., and its successors in interest.

 

CitiMortgage : CitiMortgage, Inc., and its successors in interest.

 

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

 

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

 

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

 

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Class II-A-2 Certificates : All Certificates bearing the Class designation of “Class II-A-2”.

 

Class II-A-3 Certificates : All Certificates bearing the Class designation of “Class II-A-3”.

 

Class II-A-4 Certificates : All Certificates bearing the Class designation of “Class II-A-4”.

 

Class A Certificates : As specified in the Preliminary Statement.

 

Class A-IO Available Funds Cap : With respect to the Class A-IO Certificates and any Distribution Date, a per annum rate equal to (x) the weighted average of the Expense Adjusted Mortgage Rate of the Mortgage Loans then in effect on the beginning of the related Due Period minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period, and the denominator of which is equal to the Pool Balance as of the beginning of the related Due Period and (ii) 12.

 

Class A-IO Certificates : All Certificates bearing the Class designation of “Class A-IO”.

 

Class Certificate Balance : With respect to any Class of LIBOR Certificates and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date. With respect to the Class A-IO, Class X, Class P and Class R Certificates, zero. With respect to any Lower Tier Interest and as to any date of determination, the initial Class Principal Balance as shown or described in the table set forth in the Preliminary Statement to this Agreement for the issuing REMIC, as reduced by any principal distributed with respect to such Lower Tier Interest and Realized Losses allocated to such Lower Tier Interest.

 

Class I Shortfalls : As defined in Section 8.11 hereof. For purposes of clarity, the aggregate Class I Shortfall for any Distribution Date shall equal the amount payable to the Derivative Counterparty on such Distribution Date in excess of the amount payable with respect to the Class LT3-I interest in the Upper Tier REMIC on such Distribution Date, all as further provided in Section 8.11   hereof .  

 

Class M Available Funds Cap : With respect to the Class M Certificates as of any Distribution Date, a per annum rate equal to the weighted average of the Group I Available Funds Cap and the Group II Available Funds Cap, weighted on the basis of the Group Subordinate Amount for the Group I Mortgage Loans and the Group Subordinate Amount for the Group II Mortgage Loans, respectively.

 

Class M Certificates : As specified in the Preliminary Statement.

 

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Class M Principal Payment Amount : With respect to any Distribution Date and any Class of Class M Certificates, the lesser of (i) the excess of (a) the Principal Payment Amount over (b) the aggregate amount distributed on that Distribution Date as principal to all Classes of Certificates more senior than that Class of Class M Certificates ( provided, however , for this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be treated as having the same seniority) and (ii) the excess of (a) the sum of the aggregate Class Certificate Balances of all Class of Certificates more senior than that Class of Class M Certificates (after giving effect to all amounts distributed on that Distribution Date to those Classes of more senior certificates ( provided, however , for this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be treated as having the same seniority)) and the Class Certificate Balance of that Class of Class M Certificates immediately prior to that Distribution Date over (b) the lesser of:

 

(x)   the percentage set forth in the table below for the applicable Class of Class M Certificates multiplied by the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date:

 

Class

 

Percentage

M-1, M-2 and M-3

 

80.10%*

M-4

 

83.40%

M-5

 

86.40%

M-6

 

89.50%

M-7

 

92.30%

M-8

 

94.20%

M-9

 

95.30%

M-10

 

96.90%

 

and

 

(y)   the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date over 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, until the Class Certificate Balance of that Class of Class M Certificates has been reduced to zero.

_______________

 

 

*

Theamount calculated according to such percentage will be allocated sequentially to the Class M-1, Class M-2 and Class M-3 Certificates.

 

Class M-1 Certificates : All Certificates bearing the Class designation of “Class M-1”.

 

Class M-2 Certificates : All Certificates bearing the Class designation of “Class M-2”.

 

Class M-3 Certificates : All Certificates bearing the Class designation of “Class M-3”.

 

Class M-4 Certificates : All Certificates bearing the Class designation of “Class M-4”.

 

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Class M-5 Certificates : All Certificates bearing the Class designation of “Class M-5”.

 

Class M-6 Certificates : All Certificates bearing the Class designation of “Class M-6”.

 

Class M-7 Certificates : All Certificates bearing the Class designation of “Class M-7”.

 

Class M-8 Certificates : All Certificates bearing the Class designation of “Class M-8”.

 

Class M-9 Certificates : All Certificates bearing the Class designation of “Class M-9”.

 

Class M-10 Certificates : All Certificates bearing the Class designation of “Class M-10”.

 

Class Notional Balance : With respect to each Distribution Date and the related Interest Accrual Period and the Class A-IO Certificates, the lesser of (a) the Pool Balance as of the first day of the related Due Period and (b) the amount set forth in the schedule in Exhibit Z for such Distribution Date.

 

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

 

Class P Principal Amount : As of the Closing Date, $100.00.

 

Class R Certificates : All Certificates bearing the Class designation of “Class R”.

 

Class X Certificates : All Certificates bearing the Class designation of “Class X”.

 

Class X Distributable Amount : With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $23,631,478.78 ($23,631,578.78 less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Overcollateralization Reduction Amount.

 

Class X Notional Balance : With respect to any Distribution Date (and the related Interest Accrual Period) the aggregate principal balance of the regular interests in REMIC 3 as specified in the Preliminary Statement hereto.

 

Closing Date : December 5, 2006.

 

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

 

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Collateral Account : The account maintained by the trustee of the Supplemental Interest Trust in accordance with the provisions of Section 4.06(b).

 

Collection Account : With respect to each Servicer, the account defined as a “Custodial Account” in the related Servicing Agreement.

 

Commission : The United States Securities and Exchange Commission.

 

 

Compensating Interest : For any Distribution Date, the lesser of (a) the amount, if any, by which the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to all voluntary Principal Prepayments (excluding any payments made upon liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses for such Distribution Date, and (b) the aggregate amount of the Servicing Fee actually retained by or paid to the applicable Servicer for such Distribution Date.

 

Condemnation Proceeds : All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation.

 

Corporate Trust Office : With respect to the Securities Administrator, (i) for transfer, presentation or surrender of Certificates, the office at 111 Wall Street, 15 th Floor Window, New York, New York 10005, Attention: Corporate Trust Services - HASCO 2006-HE2, and (ii) for all other purposes, 388 Greenwich Street, 14 th Floor, New York, New York 10013, Attention: Structured Finance Agency and Trust - HASCO 2006-HE2 or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee. With respect to the Trustee, the designated office of the Trustee in the State of California at which 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, Attention: Trust Administration - HB06H2, facsimile number (714) 247-6329, and its telephone number is (714) 247-6000 and which is also the address to which notices to and correspondence with the Trustee under this Agreement should be directed.

 

Corresponding Class : As set forth in first table under the heading REMIC 3 and in the first table under the heading Upper Tier REMIC in the Preliminary Statement.

 

Countrywide Servicing : Countywide Home Loans Servicing LP.

 

Credit Enhancement Percentage : With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Class M Certificates and (ii) the Overcollateralization Amount (assuming the Overcollateralization Amount is not less than zero and in each case after taking into account the distributions of the Principal Payment Amount for such Distribution Date assuming no Trigger Event has occurred) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

 

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Credit Risk Manager : OfficeTiger Global Real Estate Services Inc., formerly known as MortgageRamp, Inc., and its successors and assigns.

 

Credit Risk Management Agreement : The Loan Performance Monitoring Agreement dated as of the Closing Date, entered into by Wells Fargo, as Servicer, and the Credit Risk Manager.

 

Credit Risk Manager’s Fee : With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period; provided, however, that such amount shall not be less than $1,500.00 on each Distibution Date.

 

Credit Risk Manager’s Fee Rate : 0.014% per annum.

 

Credit Support Annex : The credit support annex to the Swap Agreement and the Cap Agreement dated as of December 5, 2006, between the trustee of the Supplemental Interest Trust, on behalf of the Supplemental Interest Trust, the Swap Counterparty and Cap Counterparty.

 

Cumulative Loss Percentage : With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the calendar month preceding the month in which such Distribution Date occurs and the denominator of which is the Cut-off Date Pool Principal Balance of the Mortgage Loans.

 

Cumulative Loss Trigger Event : If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable loss percentages set forth below with respect to such Distribution Date:

 

Distribution Date Occurring In:

 

Loss Percentage:

December 2008 through November 2009

 

1.35% for the first month, plus an additional 1/12th of

1.70% for each month thereafter

December 2009 through November 2010

 

3.05% for the first month, plus an additional 1/12th of

1.50% for each month thereafter

December 2010 through November 2011

 

4.55% for the first month, plus an additional 1/12th of

1.40% for each month thereafter

December 2011 through November 2012

 

5.95% for the first month, plus an additional 1/12th of

0.75% for each month thereafter

December 2012 through November 2013

 

6.70% for the first month, plus an additional 1/12th of

0.30% for each month thereafter

December 2013 and thereafter

 

7.00%

 

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Custodial File : The meaning assigned to such term in Section 2.01(a).

 

Custodian: Initially, Wells Fargo, or any successor custodian appointed hereunder.

 

Cut-off Date : November 1, 2006.

 

Cut-off Date Pool Principal Balance : The aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off Date.

 

Cut-off Date Principal Balance : As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

 

Data Tape Information : With respect to each Mortgage Loan, the same information (provided as of the Cut-off Date) included in the data fields specified under the definition of “Mortgage Loan Schedule” in the applicable Transfer Agreement, with such additions and modifications as agreed upon by the applicable Mortgage Loan Seller and the Depositor. A copy of each Transfer Agreement is attached as Exhibit Q hereto.

 

Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

 

Defaulting Party: As defined in the Swap Agreement or Cap Agreement, as applicable.

 

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 then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the United States Bankruptcy Code.

 

Definitive Certificates : Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

 

Delay Certificates : As specified in the Preliminary Statement.

 

Deleted Mortgage Loan : A Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor and removed from the Trust Fund.

 

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Delinquency Rate : For any calendar month, a fraction, expressed as a percentage, the numerator of which is the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period).

 

Delinquency Trigger Event : With respect to any Distribution Date on or after the Stepdown Date, the circumstances in which the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date as set forth below for the most senior Class of LIBOR Certificates then outstanding:

 

Class

 

Percentage

A

 

39.49%

M-1

 

48.77%

M-2

 

61.58%

M-3

 

73.03%

M-4

 

87.54%

M-5

 

107.65%

M-6

 

138.40%

M-7

 

188.73%

M-8

 

250.56%

M-9

 

315.92%

M-10

 

484.41%

 

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” (or initial notional balance, in the case of the Class A-IO Certificates) or the Percentage Interest appearing on the face thereof.

 

Depositor : HSI Asset Securitization Corporation, a Delaware corporation, and its successors in interest.

 

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

 

Depository Institution : Any depository institution or trust company, including the Trustee and the Securities Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1 by Standard & Poor’s.

 

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.

 

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Derivative Agreement : The Swap Agreement and the Cap Agreement.

 

Derivative Counterparty : Collectively, the Cap Counterparty and the Swap Counterparty.

 

Derivative Payment Date : For so long as either the Cap Agreement or the Swap Agreement is in effect, the Business Day preceding each Distribution Date.

 

Determination Date : With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Disqualified Non-U.S. Person : With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Securities Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the transferor and the Securities Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

 

Distribution Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.01(d) in the name of the Securities Administrator as paying agent for the benefit of the Trustee and the Certificateholders and designated “Citibank, N.A. as paying agent in trust for registered holders of HSI Asset Securitization Corporation Trust 2006-HE2 Mortgage Pass-Through Certificates, Series 2006-HE2”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Distribution Date : The 25th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing in December 2006.

 

Document Certification and Exception Report : The form of report attached to Exhibit F hereto.

 

Due Date : The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.

 

Due Period : With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the month in which such Distribution Date occurs and ending on the first day of the calendar month in which such Distribution Date occurs.

 

Early Termination Event : As defined in the Derivative Agreement.

 

EDGAR : The Commission’s Electronic Data Gathering and Retrieval System.

 

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Eligible Account : Either (i) an account maintained with a federal or state-chartered depository institution or trust company that complies with the definition of Eligible Institution, (ii) an account maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Securities Administrator.

 

Eligible Institution : A federal or state-chartered depository institution or trust company the commercial paper, short-term debt obligations, or other short-term deposits of which are rated at least “A-1+” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days (or at least “A-2” if the amounts on deposit are to be held in the account for no more than 30 days), “P-1” by Moody’s and “F1+” by Fitch (or a comparable rating if another Rating Agency is specified by the Depositor by written notice to each of the Servicers and the Securities Administrator) or long-term unsecured debt obligations are rated at least “AA-” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days.

 

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

 

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“ PTE ”) 96-84, 61 Fed. Reg. 58234 (1996), as amended by PTE 97-34, 62 Fed. Reg. 39021 (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) and PTE 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

 

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

 

ERISA-Restricted Trust Certificate: As specified in the Preliminary Statement.

 

Escrow Account : With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Event of Default : With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Excess Overcollateralization Amount : With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount (for purposes of this calculation only, assuming 100% of the Principal Remittance Amount is applied as a principal payment to the LIBOR Certificates on such Distribution Date, but before giving effect to any other distributions on the LIBOR Certificates in reduction of their respective Class Certificate Balances on such Distribution Date) on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution Date.

 

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Excess Reserve Fund Account : The separate Eligible Account created and maintained by the Securities Administrator under the Supplemental Interest Trust pursuant to Sections 3.01(a) and 3.01(b) in the name of the Securities Administrator as paying agent for the benefit of the LIBOR Certificateholders, the Class A-IO Certificateholders and the Class X Certificateholders and designated “Citibank, N.A. as paying agent in trust for registered holders of HSI Asset Securitization Corporation Trust 2006-HE2, Mortgage Pass-Through Certificates, Series 2006-HE2”. Funds in the Excess Reserve Fund Account shall be held in trust for such Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested. The Excess Reserve Fund Account shall be considered part of the Supplemental Interest Trust but not part of any REMIC.

 

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

Excluded Trust Assets: As defined in the Preliminary Statement.

 

Expense Adjusted Mortgage Rate : With respect to any Distribution Date and as to each Mortgage Loan, the per annum rate equal to the Mortgage Rate as of the first day of the related Due Period less the Expense Fee Rate.

 

Expense Fee Rate : As to each Mortgage Loan, a per annum rate equal to the Servicing Fee Rate.

 

Expense Fees : As to each Mortgage Loan and any Distribution Date, the Servicing Fee.

 

Extra Principal Payment Amount : As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Overcollateralization Deficiency for such Distribution Date.

 

Fannie Mae : The Federal National Mortgage Association, or any successor thereto.

 

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

 

Final Maturity Required Deposit : For any Distribution Date beginning on the Distribution Date in December 2016 up to and including the Final Maturity Reserve Funding Date will equal the lesser of (a) the product of (i) 0.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans having an original term to maturity of 40 years as of the last day of the related Due Period (after giving effect to principal prepayments in the Prepayment Period related to such Distribution Date) and (b) the excess of (i) the Final Maturity Funding Cap for such Distribution Date over (ii) the amount on deposit in the Final Maturity Reserve Fund immediately prior to such Distribution Date.

 

Final Maturity Funding Cap : For any Distribution Date beginning with the Distribution Date in December 2016 will equal the lesser of (i) the aggregate Class Certificate Balance of the Certificates immediately prior to that Distribution Date and (ii) the aggregate Stated Principal Balance of all outstanding Mortgage Loans with original terms to maturity of 40 years as of the as of the last day of the related Due Period (after giving effect to principal prepayments received during the Prepayment Period related to that Distribution Date).

 

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Final Maturity OC Trigger Event : The event in effect with respect to any Distribution Date on or after the Distribution Date in December 2026 if the sum of (x) the Overcollateralization Amount and (y) the amount on deposit in the Final Maturity Reserve Fund on that Distribution Date (after giving effect to any deposits into the Final Maturity Reseve Fund on that Distribution Date) is less than the outstanding Stated Principal Balance of all Mortgage Loans with original terms to maturity of 40 years as of the last day of the related Due Period (after giving effect to principal prepayments in the Prepayment Period related to that Distribution Date).

 

Final Maturity Reserve Fund : The account created pursuant to Section 4.09 of this Agreement.

 

Final Maturity Reserve Funding Date : The earlier of (i) the Distribution Date on which the amount on deposit in the Final Maturity Reserve Fund is equal to the Final Maturity Funding Cap and (ii) the Distribution Date in December 2036.

 

Final Maturity Reserve Trus t: The corpus of a trust created pursuant to Section 4.09 of this Agreement and designated as the “Final Maturity Reserve Trust” consisting of the Final Maturity Reserve Fund, 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 Mortgage Loan Seller or the Sponsor as contemplated by this Agreement, any Transfer Agreement or the Purchase Agreement, as applicable), a determination made by any Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.

 

Final Scheduled Distribution Date : The Final Scheduled Distribution Date for each Class of Certificates (other than the Class A-IO Certificates) is the Distribution Date occurring in December 2036. The Final Scheduled Distribution Date for the Class A-IO Certificatesis the Distribution Date occurring in February 2008.

 

Fitch : Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - HASCO (HSI Asset Securitization Corporation Trust 2006-HE2), or such other address as Fitch may hereafter furnish to the Depositor and the Securities Administrator.

 

Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the Mortgage Rate set forth in the Mortgage Note is fixed for the term of such Mortgage Loan.

 

Form 8-K Disclosure Information : As defined in Section 8.12(a)(iii).

 

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Freddie Mac : The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

 

Gross Margin : With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the Index to determine the Mortgage Rate.

 

Group I Available Funds Cap : With respect to the Group I Mortgage Loans as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Mortgage Rate for each Group I Mortgage Loan then in effect at the beginning of the related Due Period (not including for this purpose any Group I Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date) minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the sum of (a) the portion of the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period allocated to the Group I Mortgage Loans based on the applicable Group Percentage, (b) the portion of the Final Maturity Required Deposit for such Due Period allocable to the Group I Mortgage Loans based on the applicable Group Percentage and (c) the Senior Interest Payment Amount accrued on the Class A-IO Certificates allocable to the Group I Mortgage Loans based on the applicable Group Percentage, and the denominator of which is equal to the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period and (ii) 12.

 

Group I Certificates : As specified in the Preliminary Statement.

 

Group I Mortgage Loans : The Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.

 

Group I Principal Payment Amount : With respect to any Distribution Date prior to the Stepdown Date, the Principal Payment Amount multiplied by the Group Principal Allocation Percentage for the Group I Certificates.

 

Group I Senior Principal Payment Amount : With respect to any Distribution Date, the lesser of (i) the Group I Principal Payment Amount for that Distribution Date and (ii) the excess of (a) the aggregate Class Certificate Balance of the Group I Certificates immediately prior to that Distribution Date over (b) the lesser of (x) 63.20% of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over 0.50% of the aggregate State Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

 

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Group II Available Funds Cap : With respect to the Group II Mortgage Loans as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Mortgage Rate for each Group II Mortgage Loan then in effect at the beginning of the related Due Period (not including for this purpose any Group II Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date) minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the sum of (a) the portion of the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period allocated to the Group II Mortgage Loans based on the applicable Group Percentage, (b) the portion of the Final Maturity Required Deposit for such Due Period allocable to the Group II Mortgage Loans based on the applicable Group Percentage and (c) the Senior Interest Payment Amount accrued on the Class A-IO Certificates allocable to the Group II Mortgage Loans based on the applicable Group Percentage and the denominator of which is equal to the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period and (ii) 12.

 

Group II Certificates : As specified in the Preliminary Statement.

 

Group II Mortgage Loans : The Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.

 

Group II Principal Payment Amount : With respect to any Distribution Date, the Principal Payment Amount multiplied by the Group Principal Allocation Percentage for the Group II Certificates.

 

Group II Senior Principal Payment Amount : With respect to any Distribution Date, the lesser of (i) the Group II Principal Payment Amount for that Distribution Date and (ii) the excess of (a) the aggregate Class Certificate Balance of the Group II Certificates immediately prior to that Distribution Date over (b) the lesser of (x) 63.20% of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over 0.50% of the aggregate State Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

 

Group Available Funds Cap: The Group I Available Funds Cap or the Group II Available Funds Cap, as applicable.

 

Group Percentage:  For any Distribution Date and for each of the Group I Mortgage Loans and the Group II Mortgage Loans, a fraction (expressed as a percentage) the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the beginning of the related Due Period and the denominator of which is equal to the aggregate Stated Principal Balance of all the Mortgage Loans as of such date.

 

Group Principal Allocation Percentage : With respect to any Distribution Date, the percentage equivalent of a fraction, determined as follows:

 

(i)   with respect to the Group I Certificates, a fraction, the numerator of which is the portion of the Principal Remittance Amount for that Distribution Date that is attributable to the principal received or advanced on the Group I Mortgage Loans and the denominator of which is the Principal Remittance Amount for that Distribution Date; and

 

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(ii)   with respect to the Group II Certificates, a fraction, the numerator of which is the portion of the Principal Remittance Amount for that Distribution Date that is attributable to the principal received or advanced on the Group II Mortgage Loans and the denominator of which is the Principal Remittance Amount for that Distribution Date.

 

Group Subordinate Amount : For any Distribution Date and (i) for the Group I Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period over the Class Certificate Balance of the Group I Certificates immediately prior to such Distribution Date and (ii) for the Group II Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period over the aggregate Class Certificate Balance of the Group II Certificates immediately prior to the current Distribution Date

 

Independent : When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the 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.

 

Index : As to each Adjustable Rate Mortgage Loan, the six-month LIBOR index or one-year LIBOR index, as applicable, from time to time in effect for the adjustment of the Mortgage Rate as set forth in the related Mortgage Note.

 

Initial Certification : As defined in Section 2.02.

 

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including, but not limited to, any standard hazard insurance policy, flood insurance policy, earthquake insurance policy, title insurance policy or Primary Mortgage Insurance Policy (if any), including all riders and endorsements thereto in effect, including any replacement policy or policies.

 

Insurance Proceeds : With respect to each Mortgage Loan, proceeds of Insurance Policies insuring the Mortgage Loan or the related Mortgaged Property.

 

Interest Accrual Period : With respect to each Class of LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date). For purposes of computing interest accruals on each Class of LIBOR Certificates, each Interest Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. With respect to the Interest-Only Certificates and the Corresponding Class of Lower Tier REMIC Regular Interests and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. For purposes of computing interest accruals on the Interest-Only Certificates and each class of Lower Tier Interests, each Interest Accrual Period shall consist of a thirty day month and each year is assumed to have 360 days.

 

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Interest Carry Forward Amount : As of any Distribution Date and any Class of LIBOR Certificates and the Interest-Only Certificates, the sum of, if applicable, (i) the portion of the Interest Payment Amount from Distribution Dates prior to the current Distribution Date remaining unpaid immediately prior to the current Distribution Date (excluding any Basis Risk Carryover Amount with respect to such Class), and (ii) interest on the amount in clause (i) above at the applicable Interest Rate (to the extent permitted by applicable law).

 

Interest Margin : Except as set forth in the following sentence, with respect to each Class of LIBOR Certificates, the following percentages: Class I-A Certificates, 0.130%; Class II-A-1 Certificates, 0.050%; Class II-A-2 Certificates, 0.110%; Class II-A-3 Certificates, 0.170%; Class II-A-4 Certificates, 0.220%; Class M-1 Certificates, 0.240%; Class M-2 Certificates, 0.290%; Class M-3 Certificates, 0.350%; Class M-4 Certificates, 0.380%; Class M-5 Certificates, 0.400%; Class M-6 Certificates, 0.470%, Class M-7 Certificates, 1.000%, Class M-8 Certificates, 1.750%, Class M-9 Certificates, 2.000% and Class M-10 Certificates, 2.000%. On the first Distribution Date after the Optional Termination Date, the Interest Margins shall increase to the following percentages: Class I-A Certificates, 0.260%; Class II-A-1 Certificates, 0.100%; Class II-A-2 Certificates, 0.220%; Class II-A-3 Certificates, 0.340%; Class II-A-4 Certificates, 0.440%; Class M-1 Certificates, 0.360%; Class M-2 Certificates, 0.435%; Class M-3 Certificates, 0.525%; Class M-4 Certificates, 0.570%; Class M-5 Certificates, 0.600%; Class M-6 Certificates, 0.705%, Class M-7 Certificates, 1.500%, Class M-8 Certificates, 2.625%, Class M-9 Certificates, 3.000% and Class M-10 Certificates, 3.000%.

 

Interest Payment Amount : With respect to any Distribution Date for each Class of LIBOR Certificates and the Interest-Only Certificates, the amount of interest accrued during the related Interest Accrual Period at the applicable Interest Rate on the related Class Certificate Balance (or Class Notional Balance, in the case of the Interest-Only Certificates) immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.02.

 

Interest Rate : For each Class of LIBOR Certificates and the Interest-Only Certificates, each Class of Upper Tier REMIC Regular Interest and each class of Lower Tier Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

 

Interest Remittance Amount : With respect to any Distribution Date and the Mortgage Loans in a Loan Group, that portion of Available Funds attributable to interest relating to the Mortgage Loans in that Loan Group.

 

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Investor : With respect to each MERS Designated Mortgage Loan, the Person named on the MERS System as the investor pursuant to the MERS Procedures Manual.

 

IRS : The Internal Revenue Service.

 

Late Collections : With respect to any Mortgage Loan and any Due Period, all amounts received after the Determination Date immediately following such Due Period, whether as late payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

 

LIBOR : With respect to any Interest Accrual Period for the LIBOR Certificates, the per annum rate determined on the LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the British Bankers’ Association (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.

 

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 Securities Administrator will obtain such rate from Reuters’ “page LIBOR 01” or, if such rate does not appear therein, the Securities Administrator will obtain such rate from 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 Securities Administrator will designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Securities Administrator will select a particular index as the alternative index only if it receives an Opinion of Counsel, which opinion shall be an expense reimbursed from the Distribution Account pursuant to Section 4.01, that the selection of such index will not cause any of the REMICs to lose their classification as REMICs for federal income tax purposes.

 

LIBOR Certificates : As specified in the Preliminary Statement.

 

LIBOR Determination Date: With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

 

Liquidated Mortgage Loan : With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which a Servicer has certified to the Securities Administrator that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

 

Liquidation Proceeds : Cash received in connection with the liquidation of a Liquidated Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise.

 

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Loan Group : The Group I Mortgage Loans or the Group II Mortgage Loans, as applicable.

 

Loan-to-Value Ratio or LTV : As of any date and as to any Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal balance of the Mortgage Loan to (a) in the case of a purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii) its appraised value at the time of sale or (b) in the case of a refinancing or modification, the appraised value of the Mortgaged Property at the time of the refinancing or modification.

 

London Business Day : Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

 

Lower Tier Interest : An interest in any REMIC formed hereby other than the Upper Tier REMIC.

 

Master Agreement : The ISDA Form Master Agreement, dated December 5, 2006, entered into between the Supplemental Interest Trust and the Derivative Counterparty.

 

Master Servicer : CitiMortgage, and any successors in interest, and if a successor master servicer is appointed hereunder, such successor.

 

Master Servicer Event of Default : As defined in Section 9.06.

 

Master Servicer Float Period : With respect to each Distribution Date and the related amounts in the Master Servicing Account, the period commencing on the applicable Remittance Date immediately preceding the related Master Servicer Remittance Date and ending on such Master Servicer Remittance Date.

 

Master Servicer Remittance Date : As to any Distribution Date, noon New York City time on the first Business Day immediately preceding such Distribution Date.

 

Master Servicing Account : The separate Eligible Account created and maintained by the Master Servicer pursuant to Section 3.01(c) in the name of the Master Servicer for the benefit of the Trustee and the Certificateholders and designated “CitiMortgage, Inc., in trust for registered holders of HSI Asset Securitization Corporation Trust 2006-HE2 Mortgage Pass-Through Certificates, Series 2006-HE2”. Funds in the Master Servicing Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Master Servicing Officer : Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans.

 

MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and its successors in interest.

 

MERS Designated Mortgage Loan : Any Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS, as nominee for the holder from time to time of the Mortgage Note.

 

MERS Procedure Manual : The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.

 

MERS® System : MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

 

MIN : The Mortgage Identification Number of Mortgage Loans registered with MERS on the MERS® System.

 

Monthly Statement : The statement made available to the Certificateholders by the Securities Administrator through its website pursuant to Section 4.03.

 

Moody’s : Moody’s Investors Service, Inc. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Mortgage Pass-Through Group, HASCO (HSI Asset Securitization Corporation Trust Series 2006-HE2), or such other address as Moody’s may hereafter furnish to the Depositor and the Securities Administrator.

 

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Mortgage : The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.

 

Mortgage File : The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.

 

Mortgage Loan : An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

 

Mortgage Loan Seller : Any entity which sold Mortgage Loans to the Sponsor pursuant to a Transfer Agreement.

 

Mortgage Loan Schedule : A schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee on the Closing Date and referred to on Schedule I, such schedule setting forth the Data Tape Information with respect to each Mortgage Loan.

 

Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

 

Mortgage Rate : The annual rate of interest borne on a Mortgage Note, which shall be adjusted from time to time.

 

Mortgaged Property : With respect to each Mortgage Loan, the real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by the related Mortgage Note.

 

Mortgagor : The obligor(s) on a Mortgage Note.

 

Net Derivative Payment: The net payment required to be made on the Derivative Payment Date either by (a) the Supplemental Interest Trust to the Derivative Counterparty, to the extent that the fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement exceeds the aggregate amount of the corresponding floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any amounts payable by the Derivative Counterparty under the Cap Agreement, or (b) the Derivative Counterparty to the Supplemental Interest Trust, to the extent that the aggregate amount of the floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any such amount payable by the Derivative Counterparty under the Cap Agreement exceeds the corresponding fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement, plus in the case of a payment made under either clause (a) or clause (b) any unpaid amounts due under such clause from previous Derivative Payment Dates, and accrued interest thereon as provided in the applicable Derivative Agreement, as calculated by the Derivative Counterparty and furnished to the securities administrator of the Supplemental Interest Trust. Any Swap Termination Payment or Cap Termination Payment will be made exclusive of the Net Derivative Payment required to be made by the Derivative Counterparty or Supplemental Interest Trust, as applicable, under the Swap Agreement or the Cap Agreement.

 

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Net Monthly Excess Cash Flow : For any Distribution Date, the amount of interest and principal remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

 

Net Prepayment Interest Shortfall : For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls for such Distribution Date exceeds the sum of Compensating Interest payments made with respect to such Distribution Date.

 

Net Swap Payment : With respect to each Swap Payment Date, the net payment (not including any Swap Termination Payment) required to be made pursuant to the terms of the Swap Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued interest thereon as provided in the Swap Agreement, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

 

Net WAC Rate : With respect to any Distribution Date (and the related Interest Accrual Period), a per annum rate equal to the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period (not including for this purpose Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date).

 

NIM Issuer : The entity established as the issuer of the NIM Securities.

 

NIM Securities : Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by any Rating Agency.

 

NIM Trustee : The indenture trustee for the NIM Securities.

 

Non-Delay Certificates : As specified in the Preliminary Statement.

 

Non-Permitted Transferee : A Person other than a Permitted Transferee.

 

Non-U.S. Person : A person that is not a U.S. Person.

 

Nonrecoverable P&I Advance : Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment (taking into account Accepted Servicing Practices) of the related Servicer, the Master Servicer, as successor servicer, or any successor master servicer including the Trustee, as applicable, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related Late Collections on such Mortgage Loan or REO Property as provided herein.

 

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Nonrecoverable Servicing Advance : Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in accordance with Accepted Servicing Practices, will not or, in the case of a proposed Servicing Advance, would not be ultimately recoverable from related Late Collections.

 

Notice of Final Distribution : The notice to be provided by the Securities Administrator pursuant to Section 11.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

 

Offered Certificates : As specified in the Preliminary Statement.

 

Offering Documents: The Prospectus and the Private Placement Memorandum.

 

Officer’s Certificate : As defined in the applicable Servicing Agreement.

 

Opinion of Counsel : A written opinion of counsel, which may be in-house or outside counsel to the Depositor, the Sponsor, the Master Servicer or the Trustee, acceptable to the Trustee or the Securities Administrator, as applicable, 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.

 

Option to Purchase: On the initial Optional Termination Date, the Master Servicer, upon instruction by the Depositor, shall have the option to purchase the Mortgage Loans. If the Depositor fails to instruct the Master Servicer to purchase the Mortgage Loans, the Master Servicer has the right and, at its own option, may purchase the Mortgage Loans on any Distribution Date thereafter.

 

Optional Termination Date : Any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is less than or equal to 10.00% of the Cut-off Date Pool Principal Balance.

 

OTS : Office of Thrift Supervision, and any successor thereto.

 

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

 

(i)   Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and

 

(ii)   Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Securities Administrator pursuant to this Agreement.

 

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

 

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Overcollateralization Amount : As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the LIBOR Certificates as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).

 

Overcollateralization Deficiency : With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount (for purposes of this calculation only, assuming 100% of the Principal Remittance Amount is applied as a principal payment to the LIBOR Certificates on such Distribution Date, but before giving effect to any other distributions on the LIBOR Certificates in reduction of their respective Class Certificate Balances on such Distribution Date) applicable to such Distribution Date.

 

Overcollateralization Reduction Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash Flow.

 

Overcollateralization Target Amount : Prior to the Stepdown Date, an amount equal to 1.55% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. On and after the Stepdown Date provided a Trigger Event is not in effect, an amount equal to the greater of (i) 3.10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however , that if, on any Distribution Date a Trigger Event exists, the Overcollateralization Target Amount shall not be reduced to the applicable percentage of then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event no longer exists but rather shall remain the Overcollateralization Target Amount as determined for the immediately preceding Distribution Date. When the Class Certificate Balance of each Class of LIBOR Certificates has been reduced to zero, the Overcollateralization Target Amount will thereafter equal zero.

 

Ownership Interest : As to any Residual Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

 

P&I Advance : As to any Mortgage Loan or REO Property, any advance made by a Servicer in respect of any Remittance Date representing the aggregate of all payments of principal and interest, net of the applicable Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to the related Servicing Agreement.

 

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

 

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Permitted Investments : Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Securities Administrator, the Trustee or any of their respective Affiliates:

 

(i)   direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

 

(ii)   demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by Moody’s;

 

(iii)   repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

 

(iv)   securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Rating Agency that rates such securities, in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

 

(v)   commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Rating Agency that rates such securities, in its highest short-term unsecured debt rating available at the time of such investment;

 

(vi)   units of money market funds, including money market funds managed by the Trustee, the Securities Administrator or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and, if rated by Fitch, “AAA” by Fitch; and

 

(vii)   if previously confirmed in writing to the Securities Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to each of the Rating Agencies as a permitted investment of funds backing “Aaa” or “AAA” rated securities;

 

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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 120.00% of the yield to maturity at par of the underlying obligations.

 

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person that is a Disqualified Non-U.S. Person or a U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person, (vi) an “electing large partnership” within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC formed hereby to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

 

Person : Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

 

Physical Certificates : As specified in the Preliminary Statement.

 

Pool Stated Principal Balance : As to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.

 

Prepayment Charge : Any prepayment premium, penalty or charge collected by a Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment pursuant to the terms of the related Mortgage Note.

 

Prepayment Interest Excess : With respect to any Distribution Date and any Mortgage Loan serviced by Wells Fargo, any interest collected by Wells Fargo, as Servicer, with respect to any such Mortgage Loan as to which a Principal Prepayment in Full occurs from the 1st day of the month through the 13th day of the month in which such Distribution Date occurs and that represents interest that accrues from the 1st day of such month to the date of such Principal Prepayment in Full; and with respect to any Distribution Date and any Mortgage Loan serviced by Countrywide Servicing, any interest collected by Countrywide Servicing with respect to any such Mortgage Loan as to which a Principal Prepayment occurs from the 1st day of the month through the 15th day of the month in which such Distribution Date occurs and that represents interest that accrues from the 1st day of such month to the date of such Principal Prepayment in Full.

 

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Prepayment Interest Shortfall : With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Prepayment Period : With respect to each Servicer, the meaning assigned to such term (or to the term “Principal Prepayment Period” with respect to Wells Fargo) in the related Servicing Agreement.

 

Primary Mortgage Insurance Policy : Any mortgage guaranty insurance, if any, on an individual Mortgage Loan as evidenced by a policy or certificate, whether such policy is obtained by the related Mortgage Loan Seller, the lender or the borrower.

 

Principal Payment Amount : For any Distribution Date, the sum of (i) the Basic Principal Payment Amount for such Distribution Date and (ii) the Extra Principal Payment Amount for such Distribution Date.

 

Principal Prepayment : Any full or partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) that is received in advance of its scheduled Due Date, excluding any Prepayment Charge thereon, and that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

 

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

 

Principal Remittance Amount : With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period: (i) each scheduled payment of principal on a Mortgage Loan due during such Due Period and received by the Servicers on or prior to the related Determination Date or advanced by the Servicers for the related Remittance Date, (ii) all Principal Prepayments received during the related Prepayment Period; (iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal, and all Subsequent Recoveries, actually collected by the Servicers during the related Prepayment Period; (iv) the portion of the Repurchase Price allocable to principal with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor, as the case may be, that was repurchased on or prior to the related Determination Date; and (v) all Substitution Adjustment Amounts allocable to principal with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; and (vi) the allocable portion of the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01 (to the extent such proceeds relate to principal).

 

Private Certificates : As specified in the Preliminary Statement.

 

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Private Placement Memorandum: The Private Placement Memorandum, dated December 4, 2006 relating to the offering of the Class M-10 Certificates.

 

Prospectus : The Prospectus, dated April 3, 2006, as supplemented by the Prospectus Supplement.

 

Prospectus Supplement : The Prospectus Supplement, dated December 4, 2006 relating to the Offered Certificates.

 

PTCE : As defined in Section 5.02(b).

 

Purchase Agreement : The Mortgage Loan Purchase Agreement, dated as of November 1, 2006, between the Depositor and the Sponsor.

 

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee and the Securities Administrator. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. For purposes of Section 12.05, the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Securities Administrator.

 

Realized Losses : With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net of the expenses incurred by the applicable Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

 

Record Date : With respect to any Distribution Date and any Certificate other than Certificate issued in definitive form or an Interest-Only Certificate, the close of business on the Business Day immediately preceding such Distribution Date; provided, however , that, for any Certificate issued in definitive form and for any Interest-Only Certificate, the Record Date shall be the close of business on the last Business Day of the month preceding the month in which such applicable Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date).

 

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 clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (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.

 

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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 Investment Letter: As defined in Section 5.02(b).

 

Regular Certificates : As specified in the Preliminary Statement.

 

Relevant Servicing Criteria : The Servicing Criteria applicable to the parties having reporting obligations hereunder, as set forth on Exhibit S attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to any Servicing Function Participant engaged by the Master Servicer, the Securities Administrator, the Custodian or any Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

 

Relief Act Interest Shortfall : With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Servicemembers Civil Relief Act or any applicable similar state statutes.

 

REMIC : Each pool of assets in the Trust Fund designated as a REMIC pursuant to the Preliminary Statement.

 

REMIC 1 : As described in the Preliminary Statement.

 

REMIC 2 : As described in the Preliminary Statement.

 

REMIC 3 : As described in the Preliminary Statement.

 

REMIC 3 Net Funds Cap : For any Distribution Date (and the related Interest Accrual Period) and any Class of LIBOR Certificates, an amount equal to (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest), weighted in proportion to their Class Certificate Balances as of the beginning of the related Interest Accrual Period, multiplied by (ii) the quotient of (a) 30, divided by (b) the actual number of days in the Interest Accrual Period.

 

REMIC 4 : As described in the Preliminary Statement.

 

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.

 

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Remittance Date : To the extent provided in the related Servicing Agreement, (i) with respect to Wells Fargo, as Servicer, the 18 th calendar day of any month, or if such 18 th day is not a Business Day, the first Business Day immediately following and (ii) with respect to Countrywide Servicing, the 21 st or 24 th day of any month, as applicable, or if such 21 st or 24 th day is not a Business Day, the first Business Day immediately preceding.

 

REO Disposition : The final sale by a Servicer of any REO Property.

 

REO Property : A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

 

Reportable Event : As defined in Section 8.12(a)(iii).

 

Reporting Servicer : As defined in Section 8.12(a)(ii).

 

Repurchase Price : With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Rate from the last date through which interest has been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances, (iv) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any applicable federal, state or local predatory- or abusive-lending law arising from or in connection with the origination of such Mortgage Loan and (v) all expenses incurred by the Master Servicer, the Securities Administrator, the related Servicer or Trustee arising out of the Master Servicer’s, the related Servicer’s or Trustee’s enforcement of the applicable Mortgage Loan Seller’s or Sponsor’s repurchase obligation hereunder.

 

Request for Release : The Request for Release submitted by a Servicer to the Trustee, substantially in the form of Exhibit J.

 

Residual Certificates : As specified in the Preliminary Statement.

 

Responsible Officer : When used with respect to the Trustee, the Securities Administrator or the Master Servicer, any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate, or any other officer of the Trustee, the Securities Administrator or the Master Servicer customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Agreement.

 

Rolling Three Month Delinquency Rate : With respect to any Distribution Date, the average of the Delinquency Rates for each of the three (or one or two, in the case of the first and second Distribution Dates) immediately preceding calendar months.

 

Rule 144A Investment Letter : As defined in Section 5.02(b).

 

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).

 

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Sarbanes-Oxley Certification : A written certification signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act, 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 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 Commission from time to time pursuant to the Sarbanes-Oxley Act, 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 Master Servicer, materially more onerous that then form of the required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such requirements.

 

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

 

Securities Act : The Securities Act of 1933, as amended and the rules and regulations thereunder.

 

Securities Administrator : Citibank, and any successors in interest, and if a successor securities administrator is appointed hereunder, such successor.

 

Securities Administrator Float Period : With respect to the Distribution Date and the related amounts in the Distribution Account, the period commencing on the Remittance Date immediately preceding such Distribution Date and ending on such Distribution Date.

 

Senior Interest Payment Amount : With respect to any Distribution Date and any Class of Class A Certificates, the sum of the Interest Payment Amount and the Interest Carry Forward Amount, if any, for that Distribution Date for that Class.

 

Servicer : Each of Wells Fargo and Countrywide Servicing, and any successors in interest.

 

Service(s)(ing) : In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust Fund by an entity that meets the definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term in this Agreement shall have the meaning commonly understood by participants in the residential mortgage-backed securitization market.

 

Servicing Advances : With respect to the Servicers and the Master Servicer (including the Trustee in its capacity as successor master servicer), all customary and reasonable “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicers in the performance of its servicing obligations under the related Servicing Agreement or by the Master Servicer (including the Trustee in its capacity as successor master servicer) in the performance of its obligations hereunder, 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) any other expenses permitted to be reimbursed as Servicing Advances under the related Servicing Agreement, as applicable.

 

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Servicing Agreement : Each reconstituted servicing agreement or assignment, assumption and recognition agreement set forth on Exhibit M hereto and relating to a Servicer and the servicing of the related Mortgage Loans by such Servicer, as the same may be amended from time to time.

 

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 each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Servicing Fee Rate : With respect to each Mortgage Loan, the rate specified in the related Servicing Agreement.

 

Servicing File : With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

 

Servicing Function Participant:  Any Subservicer or Subcontractor of a Servicer, the Master Servicer, the Custodian or the Securities Administrator, respectively.

 

Servicing Officer : As defined in the applicable Servicing Agreement.

 

Similar Law : As defined in Section 5.02(b).

 

60+ Day Delinquent Mortgage Loan : Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due (including any such Mortgage Loan in foreclosure, any such Mortgage Loan related to REO Property and any such Mortgage Loan where the related Mortgagor has filed for bankruptcy), without giving effect to any grace period .

 

Sponsor : HSBC Bank USA, National Association, a national banking association, and its successors in interest.

 

Standard & Poor’s : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Standard & Poor’s shall be Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention: Residential Mortgage Surveillance Group - HASCO (HSI Asset Securitization Corporation Trust, Series 2006-HE2), or such other address as Standard & Poor’s may hereafter furnish to the Depositor and the Securities Administrator.

 

Standard & Poor’s Glossary : The Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.

 

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Startup Day : The Closing Date.

 

Stated Principal Balance : As to each Mortgage Loan and as of any date of determination, (i) the principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date (whether or not received), minus (ii) all amounts previously remitted to the Securities Administrator with respect to the related Mortgage Loan representing payments or recoveries of principal including advances in respect of scheduled payments of principal. For purposes of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will give effect to any scheduled payments of principal received by the related Servicer on or prior to the related Determination Date or advanced by the related Servicer for the related Remittance Date and any unscheduled principal payments and other unscheduled principal collections received during the related Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that has prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.

 

Stepdown Date : The earlier to occur of (i) the first Distribution Date following the Distribution Date on which the aggregate Class Certificate Balances of the Class A Certificates have been reduced to zero and (ii) the later to occur of (a) the Distribution Date in December 2009 and (b) the first Distribution Date on which the Credit Enhancement Percentage for the Class A Certificates (calculated for this purpose only after taking into account payments of principal applied to reduce the Stated Principal Balance of the Mortgage Loans for that Distribution Date but prior to any applications of Principal Payment Amount to the Certificates on that Distribution Date) is greater than or equal to 36.80%.

 

Subcontractor : Any vendor, subcontractor or other Person that is not responsible for the overall servicing of the 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 any Servicer (or a Subservicer of any Servicer), the Master Servicer, the Custodian or the Securities Administrator.

 

Subsequent Recovery : With respect to any Mortgage Loan or related Mortgaged Property that became a Liquidated Mortgage Loan or was otherwise disposed of, all amounts received in respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount related to such Mortgage Loan or Mortgaged Property is allocated to reduce the Class Certificate Balance of any Class of Class M Certificates. Any Subsequent Recovery that is received during a Prepayment Period will be included as part of the Principal Remittance Amount for the related Distribution Date.

 

Subservicer : Any Person that services Mortgage Loans on behalf of a Servicer, 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.

 

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