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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Servicer, Back-Up Servicer and Trust
Administrator,
SELECT PORTFOLIO SERVICING, INC.,
Servicer and Special Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 2006
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2006-1
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2006-1
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.............................................................................................9
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..........................................63
SECTION 2.01.
Conveyance of Trust
Fund..............................................................63
SECTION 2.02.
Acceptance by the
Trustee.............................................................67
SECTION 2.03.
Representations and Warranties of the Seller, Master Servicer and
Servicers...........70
SECTION 2.04.
Representations and Warranties of the Depositor as to the Mortgage
Loans..............72
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions.......................72
SECTION 2.06.
Issuance of
Certificates..............................................................72
SECTION 2.07.
REMIC
Provisions......................................................................73
SECTION 2.08.
Covenants of the Master Servicer and each
Servicer....................................78
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.......................................................79
SECTION 3.01.
Servicers to Service Mortgage
Loans...................................................79
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Sub-Servicers.........................81
SECTION 3.03.
Master Servicing by Master
Servicer...................................................83
SECTION 3.04.
Trustee to Act as Master Servicer or
Servicer.........................................83
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts; Certificate
Account................84
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts; Permitted
Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other
Charges........................................87
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans;
Inspections...........................................................................89
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts and Certificate
Account............89
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage Impairment Insurance and
Mortgage Guaranty Insurance
Policy; Claims; Restoration of Mortgaged
Property.....................................91
SECTION 3.10.
Enforcement of Due on Sale Clauses; Assumption
Agreements.............................94
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
Mortgage Loans.......96
SECTION 3.12.
Trustee and Trust Administrator to Cooperate; Release of Mortgage
Files...............99
SECTION 3.13.
Documents, Records and Funds in Possession of a Servicer to be Held
for the Trust....100
SECTION 3.14.
Servicing Fee; Indemnification of Master
Servicer....................................101
SECTION 3.15.
Access to Certain
Documentation......................................................101
SECTION 3.16.
Maintenance of Fidelity Bond and Errors and Omissions
Insurance......................102
SECTION 3.17.
Special Serviced Mortgage
Loans......................................................102
SECTION 3.18.
Indemnification of Servicers and Master
Servicer.....................................103
SECTION 3.19.
Notification of
Adjustments..........................................................103
SECTION 3.20.
Designated Mortgage
Loans............................................................103
SECTION 3.21.
Assigned Prepayment
Premiums.........................................................105
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS........................................................106
SECTION 4.01.
Priorities of
Distribution...........................................................106
SECTION 4.02.
Allocation of
Losses.................................................................115
SECTION 4.03.
Recoveries...........................................................................117
SECTION 4.04.
Reserved.............................................................................117
SECTION 4.05.
Monthly Statements to
Certificateholders.............................................117
SECTION 4.06.
Servicer to
Cooperate................................................................118
SECTION 4.07.
Cross-Collateralization; Adjustments to Available
Funds..............................118
SECTION 4.08.
Reserved.............................................................................119
SECTION 4.09.
Reserved.............................................................................119
SECTION 4.10.
Group 6 Interest Rate Cap
Account....................................................119
SECTION 4.11.
Supplemental Interest
Trust..........................................................121
SECTION 4.12.
Rights of Swap
Counterparty..........................................................123
SECTION 4.13.
Replacement Swap
Counterparty........................................................123
ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS.........................................................124
SECTION 5.01.
Advances by the Master Servicer and
Servicers........................................124
ARTICLE VI THE
CERTIFICATES.....................................................................................125
SECTION 6.01.
The
Certificates.....................................................................125
SECTION 6.02.
Registration of Transfer and Exchange of
Certificates................................126
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen
Certificates....................................131
SECTION 6.04.
Persons Deemed
Owners................................................................131
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses............................131
SECTION 6.06.
Maintenance of Office or
Agency......................................................131
SECTION 6.07.
Book Entry
Certificates..............................................................132
SECTION 6.08.
Notices to Clearing
Agency...........................................................132
SECTION 6.09.
Definitive
Certificates..............................................................133
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS AND THE SPECIAL SERVICER.............134
SECTION 7.01.
Liabilities of the Seller, the Depositor, the Master Servicer, the
Back-Up Servicer, the
Servicers and the Special
Servicer...................................................134
SECTION 7.02.
Merger or Consolidation of the Seller, the Depositor, the Back-Up
Servicer, the Master
Servicer, the Servicers or the Special
Servicer......................................134
SECTION 7.03.
Limitation on Liability of the Seller, the Depositor, the Master
Servicer, the Back-Up
Servicer, the Servicers, the Special Servicer and
Others.............................135
SECTION 7.04.
Master Servicer and Servicer Not to Resign; Transfer of
Servicing....................135
SECTION 7.05.
Master Servicer, Seller and Servicers May Own
Certificates...........................136
SECTION 7.06.
Termination of Duties of the Back-Up
Servicer........................................136
ARTICLE VIII
DEFAULT............................................................................................137
SECTION 8.01.
Events of
Default....................................................................137
SECTION 8.02.
Master Servicer or Trust Administrator to Act; Appointment of
Successor..............139
SECTION 8.03.
Notification to
Certificateholders...................................................141
SECTION 8.04.
Waiver of Events of
Default..........................................................141
ARTICLE IX CONCERNING THE
TRUSTEE...............................................................................142
SECTION 9.01.
Duties of
Trustee....................................................................142
SECTION 9.02.
Certain Matters Affecting the
Trustee................................................143
SECTION 9.03.
Trustee Not Liable for Certificates or Mortgage
Loans................................144
SECTION 9.04.
Trustee May Own
Certificates.........................................................145
SECTION 9.05.
Trustee's Fees and
Expenses..........................................................145
SECTION 9.06.
Eligibility Requirements for
Trustee.................................................145
SECTION 9.07.
Resignation and Removal of
Trustee...................................................146
SECTION 9.08.
Successor
Trustee....................................................................146
SECTION 9.09.
Merger or Consolidation of
Trustee...................................................147
SECTION 9.10.
Appointment of Co-Trustee or Separate
Trustee........................................147
SECTION 9.11.
Office of the
Trustee................................................................148
ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR....................................................................149
SECTION 10.01.
Duties of Trust
Administrator........................................................149
SECTION 10.02.
Certain Matters Affecting the Trust
Administrator....................................150
SECTION 10.03.
Trust Administrator Not Liable for Certificates or Mortgage
Loans....................152
SECTION 10.04.
Trust Administrator May Own
Certificates.............................................152
SECTION 10.05.
Trust Administrator's Fees and
Expenses..............................................152
SECTION 10.06.
Eligibility Requirements for Trust
Administrator.....................................153
SECTION 10.07.
Resignation and Removal of Trust
Administrator.......................................153
SECTION 10.08.
Successor Trust
Administrator........................................................154
SECTION 10.09.
Merger or Consolidation of Trust
Administrator.......................................155
SECTION 10.10.
Appointment of Co-Trust Administrator or Separate Trust
Administrator................155
SECTION 10.11.
Office of the Trust
Administrator....................................................156
SECTION 10.12.
Tax
Return...........................................................................156
SECTION 10.13.
Determination of Certificate
Index...................................................156
ARTICLE XI
TERMINATION..........................................................................................157
SECTION 11.01.
Termination upon Liquidation or Purchase of all Mortgage
Loans.......................157
SECTION 11.02.
Determination of the Terminating
Entity..............................................159
SECTION 11.03.
Procedure Upon Optional Termination or Terminating Auction
Sale......................160
SECTION 11.04.
Additional Termination
Requirements..................................................161
ARTICLE XII MISCELLANEOUS
PROVISIONS............................................................................163
SECTION 12.01.
Amendment............................................................................163
SECTION 12.02.
Recordation of Agreement;
Counterparts...............................................165
SECTION 12.03.
Governing
Law........................................................................165
SECTION 12.04.
Intention of
Parties.................................................................166
SECTION 12.05.
Notices..............................................................................167
SECTION 12.06.
Severability of
Provisions...........................................................167
SECTION 12.07.
Limitation on Rights of
Certificateholders...........................................167
SECTION 12.08.
Certificates Nonassessable and Fully
Paid............................................168
SECTION 12.09.
Protection of
Assets.................................................................168
SECTION 12.10.
Non-Solicitation.....................................................................169
ARTICLE XIII EXCHANGE ACT
REPORTING.............................................................................169
SECTION 13.01.
Commission
Reporting.................................................................169
SECTION 13.02.
Form 10-D
Reporting..................................................................169
SECTION 13.03.
Form 10-K
Reporting..................................................................170
SECTION 13.04.
Form 8-K
Reporting...................................................................171
SECTION 13.05.
Delisting; Amendment; Late Filing of
Reports.........................................172
SECTION 13.06.
Annual Statements of
Compliance......................................................173
SECTION 13.07.
Annual Assessments of
Compliance.....................................................173
SECTION 13.08.
Accountant's
Attestation.............................................................174
SECTION 13.09.
Sarbanes-Oxley
Certification.........................................................175
SECTION 13.10.
Indemnification......................................................................175
ARTICLE XIV SPS AND THE MASTER
SERVICER.........................................................................177
SECTION 14.01.
Reports and
Notices..................................................................177
SECTION 14.02.
Master Servicer's Oversight With Respect to the SPS Mortgage
Loans...................178
SECTION 14.03.
Termination..........................................................................178
SECTION 14.04.
Liability and
Indemnification........................................................178
SECTION 14.05.
Confidentiality......................................................................179
EXHIBITS
Exhibit A:
Form of Class A
Certificate..........................................................A-1
Exhibit B:
Form of Class M
Certificate..........................................................B-1
Exhibit C:
Form of Class B
Certificate..........................................................C-1
Exhibit D-1:
Form of Class AR
Certificate.......................................................D-1-1
Exhibit D-2:
Form of Class AR-L
Certificate.....................................................D-2-1
Exhibit E:
Form of Class P
Certificate..........................................................E-1
Exhibit F:
Form of Class X
Certificate..........................................................F-1
Exhibit G:
Form of Reverse of
Certificates......................................................G-1
Exhibit H-1:
Form of Servicer
Information.......................................................H-1-1
Exhibit H-2:
Form of Realized Loss
Calculation..................................................H-2-1
Exhibit I-1:
Form of Trust Receipt and Initial
Certification....................................I-1-1
Exhibit I-2:
Form of Trust Receipt and Subsequent
Certification.................................I-2-1
Exhibit J:
Form of Trust Receipt and Final
Certification........................................J-1
Exhibit K:
Form of Request for
Release..........................................................K-1
Exhibit L:
Form of Transferor
Certificate.......................................................L-1
Exhibit M-1:
Form of Investment
Letter..........................................................M-1-1
Exhibit M-2:
Form of Rule 144A
Letter...........................................................M-2-1
Exhibit M-3:
Form of Regulation S
Letter........................................................M-3-1
Exhibit N:
Form of Investor Transfer Affidavit and
Agreement....................................N-1
Exhibit O:
Form of Transfer
Certificate.........................................................O-1
Exhibit P:
Form of SPS Mortgage Loans
Report..................................................P-1-1
Exhibit Q:
Form of Foreclosure Settlement
Statement.............................................Q-1
Exhibit R:
Relevant Servicing
Criteria..........................................................R-1
Exhibit S:
Additional Form 10-D
Disclosure......................................................S-1
Exhibit T:
Form of Monthly Statement to
Certificateholders......................................T-1
Exhibit U:
Form 8-K Disclosure Information
.....................................................U-1
Exhibit V:
Form of Annual Certification
........................................................V-1
Exhibit W:
Additional Disclosure Notification
..................................................W-1
Exhibit Y:
Additional Form 10-K Disclosure
.....................................................Y-1
Exhibit Z:
Form of Certification Regarding Substitution of Defective Mortgage
Loans ...........Z-1
SCHEDULES
Schedule I:
Mortgage Loan
Schedule...............................................................I-1
Schedule IIA:
Representations and Warranties of Seller -
DLJMC...................................IIA-1
Schedule IIB:
Representations and Warranties of Master Servicer - Wells
Fargo....................IIB-1
Schedule IIC:
Representations and Warranties of Servicer and Special Servicer -
SPS..............IIC-1
Schedule IID:
Representations and Warranties of Servicer - Wells
Fargo...........................IID-1
Schedule III:
Representations and Warranties of DLJMC - Mortgage
Loans...........................III-1
APPENDICES
Appendix A:
Calculation of Class Y Principal Reduction Amounts
.........................Appendix A-1
THIS POOLING AND SERVICING
AGREEMENT,
dated as of February 1, 2006,
is hereby
executed by and among CREDIT SUISSE
FIRST BOSTON MORTGAGE
SECURITIES CORP., as depositor (the
"Depositor"),
DLJ MORTGAGE
CAPITAL,
INC.
("DLJMC"),
as seller (in such
capacity, the "Seller"),
WELLS FARGO BANK, N.A., as master servicer (in such capacity, the
"Master Servicer"),
as a servicer (in such
capacity, a "Servicer"),
as back-up servicer (in such capacity,
the "Back-Up Servicer") and as trust administrator (in such
capacity,
the "Trust Administrator"),
SELECT PORTFOLIO SERVICING,
INC. ("SPS"), as a servicer (in such capacity, a "Servicer"),
and as special
servicer
(in such
capacity,
the
"Special
Servicer"),
and U.S.
BANK
NATIONAL
ASSOCIATION,
as trustee
(in such
capacity,
the
"Trustee").
Capitalized
terms used in this Agreement and not otherwise
defined will have the meanings
assigned to them in Article I
below.
PRELIMINARY STATEMENT
The
Depositor
is the owner of the Trust Fund (other than the Trust's
rights
under the Group
6 Interest
Rate Cap
Agreement
and rights to payments from the
Supplemental
Interest
Account)
that is hereby
conveyed to the Trustee in return for the
Certificates.
The Trust Fund (exclusive of any entitlement to Assigned Prepayment
Premiums,
the Group 6 Interest Rate Cap Agreement,
the assets held in the Group 6 Interest Rate Cap Account,
and rights to payments from the Supplemental
Interest
Account) for federal
income tax purposes shall consist of three REMICs (referred to as
"REMIC I," "REMIC II" and "REMIC III").
REMIC I
As provided herein,
the Trust
Administrator will make an election to treat the segregated pool of
assets consisting
of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage
Loans and certain other related
assets
(exclusive of any
entitlement
to Assigned
Prepayment
Premiums)
subject to this
Agreement
as a real estate
mortgage
investment
conduit (a "REMIC") for federal
income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC I." Component I of the
Class AR-L
Certificates
will
represent
the sole Class of "residual
interests"
in REMIC I for purposes of the REMIC
Provisions
(as defined
herein)
under
federal income tax law. The following
table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC I
Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC I
(the "REMIC I Regular
Interests")
and the Class
Principal
Balance of
Component I of the Class AR-L
Certificates.
The "latest
possible
maturity
date"
(determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G
1(a)(4)(iii))
for each REMIC I Regular
Interest
shall be the Maturity Date.
None of the REMIC I Regular Interests will be certificated.
Class Designation for
Initial Uncertificated
each REMIC I Regular
----------------------
Interest and
Uncertificated
Principal Balance or
Component I of the
Type of
REMIC I
Class Principal
Class AR-L Certificates
Interest
Pass-Through Rate
Balance
Maturity Date*
Class Y-1
Regular
Variable(1)
$
82,055.57
March 2036
Class Y-2
Regular
Variable(2)
$
117,398.99
March 2036
Class Y-3
Regular
Variable(3)
$
129,390.52
March 2036
Class Y-4
Regular
Variable(4)
$
120,008.04
March 2036
Class Y-5
Regular
Variable(5)
$
86,165.52
March 2036
Class Z-1
Regular
Variable(1)
$
164,029,078.91
March 2036
Class Z-2
Regular
Variable(2)
$
234,680,575.09
March 2036
Class Z-3
Regular
Variable(3)
$
258,658,327.52
March 2036
Class Z-4
Regular
Variable(4)
$
239,902,264.88
March 2036
Class Z-5
Regular
Variable(5)
$
172,249,329.51
March 2036
Component I of the
Residual
Variable(1)
March 2036
Class AR-L
------------------------
*
The
Distribution
Date in the specified
month,
which is the month
following the month the latest maturing
Mortgage Loan in the related Loan Group matures.
For federal income tax purposes,
for each Class of REMIC I
Regular Interests, the "latest possible maturity date" shall be the
Maturity Date.
(1)
Interest distributed to REMIC I Regular Interests Y-1 and Z-1 and
Component I of the Class AR-L
Certificates
on each
Distribution
Date
will
have
accrued
at the Net WAC Rate for Loan
Group 1
applicable
for such
Distribution Date on the applicable
Uncertificated
Principal Balance or Class Principal Balance outstanding
immediately before such Distribution Date.
(2)
Interest
distributed to REMIC I Regular Interests Y-2 and Z-2 on each
Distribution Date will have accrued at
the Net WAC Rate for Loan Group 2
applicable for such
Distribution
Date on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(3)
Interest
distributed to REMIC I Regular Interests Y-3 and Z-3 on each
Distribution Date will have accrued at
the Net WAC Rate for Loan Group 3
applicable for such
Distribution
Date on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(4)
Interest
distributed to REMIC I Regular Interests Y-4 and Z-4 on each
Distribution Date will have accrued at
the Net WAC Rate for Loan Group 4
applicable for such
Distribution
Date on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(5)
Interest
distributed to REMIC I Regular Interests Y-5 and Z-5 on each
Distribution Date will have accrued at
the Net WAC Rate for Loan Group 5
applicable for such
Distribution
Date on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
REMIC II
As provided herein,
the Trust
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Group 6
Mortgage Loans and certain other related assets
(exclusive of any entitlement to Assigned
Prepayment
Premiums,
the Group 6
Interest Rate Cap
Agreement,
the assets held in the Group 6 Interest Rate Cap Account,
and rights to payments from the
Supplemental
Interest Account) subject to this Agreement as a real estate
mortgage
investment
conduit (a "REMIC") for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC
II."
Component II
of the Class AR-L
Certificates
will represent the
sole
Class of
"residual
interests" in REMIC II for purposes of the REMIC
Provisions
(as defined
herein) under federal
income tax
law. The following table irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC II
Pass-Through
Rate")
and initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC II
(the "REMIC II Regular Interests").
The
"latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for
each REMIC II Regular Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Class Designation for
Initial Uncertificated
each REMIC II Regular
----------------------
Interest and
Uncertificated
Principal Balance or
Component II of the
Type of
REMIC II
Class Principal
Class AR-L Certificates
Interest
Pass-Through Rate
Balance
Maturity Date*
Class LT1
Regular
Variable(1)
$
279,423,924.18
March 2036
Class LT2
Regular
Variable(1)
$
8,742.22
March 2036
Class LT3
Regular
0.00%
$
19,204.89
March 2036
Class LT4
Regular
Variable(2)
$
19,204.89
March 2036
Component II of the
Residual
N/A
March 2036
Class AR-L
------------------------
*
The
Distribution
Date in the specified
month,
which is the month following the month the latest maturing
Mortgage
Loan in the
related
Loan
Group matures.
For federal
income tax
purposes,
for each
Class of
REMIC II Regular Interests, the "latest possible maturity date"
shall be the Maturity Date.
(1)
Interest
distributed to REMIC II Regular
Interests LT1 and LT2 on each Distribution Date will have accrued
at the weighted
average of the Net Mortgage Rates for the Group 6 Loans as of the
second preceding Due Date
on the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date
(2)
Interest
distributed to REMIC II Regular Interest LT4 on each
Distribution Date will have accrued at twice
the weighted
average of the Net Mortgage Rates for the Group 6 Loans as of the
second preceding Due Date on
the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date.
REMIC III
As provided
herein,
the Trust
Administrator
will elect to treat the segregated
pool of assets
consisting of the
REMIC I
Regular
Interests and REMIC II
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated
pool of
assets will be designated as REMIC III.
The Class AR
Certificates will represent the sole Class of "residual
interests" in REMIC III
for purposes of the REMIC
Provisions
under federal
income tax law. The following
table and the
footnotes
that follow
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial Class
Principal
Balance,
and certain
other
features for each
Class of
Certificates
comprising the interests
representing "regular interests" in REMIC III (the "REMIC III
Regular Interests") and
the Class AR
Certificates.
The "latest possible
maturity date"
(determined
solely for purposes of satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III Regular
Certificates shall be the Maturity Date.
Integral
Class
Multiples
Principal
Pass-Through
Minimum
in Excess
Class
Balance
Rate (per annum)
Denomination
of Minimum
Class 1-A-1
$
53,000,000.00
Variable(1)
$25,000
$1
Class 1-A-2
$
92,270,000.00
Variable(1)
$25,000
$1
Class 1-A-3
$
7,107,000.00
Variable(1)
$25,000
$1
Class 2-A-1
$
202,420,000.00
Variable(2)
$25,000
$1
Class 2-A-2
$
15,590,000.00
Variable(2)
$25,000
$1
Class 3-A-1
$
165,000,000.00
Variable(3)
$25,000
$1
Class 3-A-2
$
30,038,000.00
Variable(3)
$25,000
$1
Class 3-A-3
$
42,010,000.00
Variable(3)
$25,000
$1
Class 3-A-4
$
3,236,000.00
Variable(3)
$25,000
$1
Class 4-A-1
$
206,925,000.00
Variable(4)
$25,000
$1
Class 4-A-2
$
15,935,000.00
Variable(4)
$25,000
$1
Class 5-A-1
$
148,572,000.00
Variable(5)
$25,000
$1
Class 5-A-2
$
11,442,000.00
Variable(5)
$25,000
$1
Class 6-A-1
$
228,635,000.00
Variable(6)
$25,000
$1
Class 6-A-2
$
25,405,000.00
Variable(7)
$25,000
$1
Class 6-M-1
$
12,855,000.00
Variable(8)
$25,000
$1
Class 6-M-2
$
6,430,000.00
Variable(9)
$25,000
$1
Class 6-M-3
$
4,750,000.00
Variable(10)
$25,000
$1
Class 6-M-4
$
1,396,000.00
Variable(11)
$25,000
$1
Class C-B-1
$
18,727,000.00
Variable(12)
$25,000
$1
Class C-B-2
$
16,051,000.00
Variable(12)
$25,000
$1
Class C-B-3
$
10,166,000.00
Variable(12)
$25,000
$1
Class C-B-4
$
11,236,000.00
Variable(12)
$25,000
$1
Class C-B-5
$
2,675,000.00
Variable(12)
$25,000
$1
Class C-B-6
$
1,605,000.00
Variable(12)
$25,000
$1
Class C-B-7
$
4,815,000.00
Variable(12)
$25,000
$1
Class C-B-8
$
6,955,000.00
Variable(12)
$25,000
$1
Class C-B-9
$
4,279,544.55
Variable(12)
$25,000
$1*
Class 6-X
$
76.18(13)
Variable(14)
(15)
N/A
Class P
(16)
N/A
(17)
N/A
Class AR
$
50.00
N/A
(18)
N/A
_______________
---------------------------------------------------------------------------------------------------------------------------------------
*
Except for one certificate of the Class C-B-9 Certificates which
shall contain any stub piece of less than $1.
(1)
With respect to each Distribution
Date, the Pass-Through Rate for the Class 1-A-1,
Class 1-A-2 and Class 1-A-3
Certificates
shall be a per annum rate equal to the Net WAC Rate for Loan Group
1 for that Distribution Date.
(2)
With respect to each
Distribution
Date, the Pass-Through
Rate for the Class 2-A-1 and Class 2-A-2
Certificates
shall be a
per annum rate equal to the Net WAC Rate for Loan Group 2 for that
Distribution Date.
(3)
With respect to each Distribution
Date, the Pass-Through Rate for the Class 3-A-1,
Class 3-A-2,
Class 3-A-3 and Class 3-A-4
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 3 for that Distribution Date.
(4)
With respect to each
Distribution
Date, the Pass-Through
Rate for the Class 4-A-1 and Class 4-A-2
Certificates
shall be a
per annum rate equal to the Net WAC Rate for Loan Group 4 for that
Distribution Date.
(5)
With respect to each
Distribution
Date, the Pass-Through
Rate for the Class 5-A-1 and Class 5-A-2
Certificates
shall be a
per annum rate equal to the Net WAC Rate for Loan Group 5 for that
Distribution Date.
(6)
The
Formula
Rate for the March 2006
Distribution
Date for the
Class 6-A-1
Certificates
is 4.735% per annum.
After such
Distribution Date, the Formula Rate for the Class 6-A-1
Certificates shall be a per annum rate equal to the sum of the
applicable
Certificate Index and the applicable
Certificate Margin for such Distribution Date; provided,
however,
that on any Distribution
Date for which on the related Swap Payment Date there has occurred
a Swap Suspension
Event,
the Formula Rate for the Class 6-A-1
Certificates
shall be a per annum rate equal to the lesser of (a) the sum of the
applicable
Certificate Index and the applicable
Certificate
Margin for such
Distribution
Date and (b) the Net Funds Cap. The interest
rate for the REMIC III Regular
Interest
evidenced by the Class 6-A-1
Certificates
shall be the lesser of (a) the Formula Rate for the Class 6-A-1
Certificates
and (b)
the Net Funds Cap.
(7)
The Pass-Through Rate for the March 2006 Distribution
Date for the Class 6-A-2
Certificates is 4.895% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 6-A-2-1
Certificates
shall be a per annum rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
(8)
The Pass-Through Rate for the March 2006 Distribution
Date for the Class 6-M-1
Certificates is 4.995% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 6-M-1
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(9)
The Pass-Through Rate for the March 2006 Distribution
Date for the Class 6-M-2
Certificates is 5.175% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 6-M-2
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(10)
The Pass-Through Rate for the March 2006 Distribution
Date for the Class 6-M-3
Certificates is 6.105% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 6-M-3
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(11)
The Pass-Through Rate for the March 2006 Distribution
Date for the Class 6-M-4
Certificates is 6.855% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 6-M-4
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(12)
With respect to each Distribution
Date, the Pass-Through
Rate for the Class C-B-1,
Class C-B-2,
Class C-B-3,
Class C-B-4,
Class C-B-5,
Class C-B-6,
Class C-B-7, Class C-B-8 and Class C-B-9 Certificates shall be a
per annum rate equal to the quotient,
expressed as a percentage
of (a) the sum of (i) the
product of (x) the Net WAC Rate of Loan Group 1 for that
Distribution
Date
and (y) the
Subordinate
Component Balance
for Loan Group 1
immediately
prior to such Distribution
Date,
(ii) the product of
(x) the Net WAC Rate of Loan
Group 2
for that
Distribution
Date and (y) the
Subordinate
Component Balance
for Loan
Group 2
immediately prior to such Distribution Date,
(iii) the product of (x) the Net WAC Rate of Loan Group 3 for that
Distribution Date
and (y) the
Subordinate
Component Balance
for Loan Group 3
immediately
prior to such Distribution
Date,
(iv) the product of
(x) the Net WAC Rate of Loan
Group 4
for that
Distribution
Date and (y) the
Subordinate
Component Balance
for Loan
Group 4
immediately
prior to such
Distribution
Date and (v) the
product of (x) the Net WAC Rate of Loan Group 5 for that
Distribution
Date and (y) the
Subordinate
Component Balance
for Loan Group 5 immediately prior to such Distribution Date,
divided by (b) the
aggregate
of the
Subordinate
Component
Balances
for Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4
and Loan Group 5
immediately prior to such Distribution Date.
(13)
The Class 6-X
Certificates
will not accrue
interest on their Class Principal
Balance.
The Class 6-X
Certificates
accrue
interest on the Class 6-X Notional Amount.
(14)
The
Class 6-X
Certificates
will be
comprised
of two
REMIC III
Regular
Interests,
a principal
only
regular
interest
designated 6-X-PO and an interest only regular interest
designated
6-X-IO,
which will be entitled to distributions as set forth
herein.
On each Distribution
Date, the Class 6-X
Certificates
shall be entitled to the Class 6-X
Distributable
Amount.
With
respect to any Distribution
Date,
interest accrued on the Class 6-X
Certificates
during the related Accrual Period shall equal
interest at the related
Pass-Through Rate on the Class 6-X
Notional Amount
immediately prior to such Distribution Date, in each
case
reduced by any
interest
shortfalls
with respect to the
Mortgage
Loans in the related
Loan
Group including
Prepayment
Interest
Shortfalls
to the extent not
covered by
Compensating
Interest
Payments.
The
Pass-Through
Rate for the
Class 6-X
Certificates or REMIC III
Regular Interest 6-X-IO for any Distribution
Date shall equal a per annum rate equal to the percentage
equivalent of a fraction,
the numerator of which is the product of (a) 30 and (b) the sum of
the amounts
calculated
pursuant to
clauses (i) through
(iii) below,
and the
denominator
of which is the product of (a) the
actual
number of days in the related
Accrual Period and (b) the
aggregate
Uncertificated
Principal
Balance of REMIC II Regular Interests LT1, LT2, LT3 and LT4. For
purposes of calculating the Pass-Through Rate for the Class 6-X
Certificates,
the numerator is equal to the sum of the following
components:
(i)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interests LT1 minus the Marker Rate,
applied to a notional
amount equal to the aggregate Uncertificated Principal Balance of
REMIC II Regular Interest LT1;
(ii) the
Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest LT2 minus the Marker Rate,
applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Accrued
interest on the Class 6-X
Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in the
related
Accrual
Period.
Payments from the Interest
Remittance
Amount or Principal
Remittance
Amount to any Class of Group 6
Certificates in respect of Basis Risk Shortfalls or to the
Supplemental
Interest Trust for payment to the Swap Counterparty shall
be deemed to have first been
distributed
from
REMIC III to the holders of the
Class 6-X
Certificates
in respect of REMIC III
Regular
Interest 6-X-IO and then paid by such holders to such Class of
Group 6 Certificates or the
Supplemental
Interest Trust,
as applicable.
Any amounts
distributed to the holders of the Class 6-A-1 Certificates by the
Trust Administrator from amounts it
receives
from the
Supplemental
Interest
Account shall be deemed to have first been paid outside of any
REMIC to the holders of
the Class 6-X
Certificates
in respect of their rights with respect to the
Supplemental
Interest Trust and then paid outside of
any REMIC by such holders to holders of the Class 6-A-1
Certificates.
(15)
The Class 6-X
Certificates
will be issued in
certificated,
fully-registered
form in minimum
denominations
of 20% of the
Percentage Interest therein and increments of 10% in excess
thereof.
(16)
The Class P
Certificates
will not have a Class Principal
Balance.
The Class P Certificates
shall have an initial notional
balance of
$1,349,525,720.73
and will be entitled to distributions of Assigned
Prepayment Premiums only. Such entitlement shall
not be an interest in any REMIC created hereunder.
(17)
The
Class P
Certificates
will be issued in
certificated,
fully-registered
form in
minimum
denominations
of 20% of the
Percentage Interest therein and increments of 10% in excess
thereof.
(18)
The Class AR Certificates will be issued in minimum Percentage
Interests of 20%.
For the avoidance of doubt, the Trust
Administrator shall account for any interest amount due to a
Certificateholder
in excess of the interest rate on the REMIC Regular
Interest issued by REMIC III
evidenced by such Certificate as part of the payment
made to the Class 6-X
Certificates,
to the extent it is entitled to funds from the REMIC, and then paid
outside of the REMIC pursuant
to a separate contractual right to such Certificateholder.
The
foregoing
REMIC
structure
is intended
to cause all of the cash from the
Mortgage
Loans to flow
through to
REMIC III as cash flow on a REMIC Regular Interest,
without creating any
shortfall--actual or potential (other than for credit losses)
to any REMIC
Regular
Interest.
To the extent that the structure is believed to diverge from such
intention the Trust
Administrator
shall
resolve
ambiguities
to
accomplish
such
result
and
shall to the
extent
necessary
rectify
any
drafting
errors or seek
clarification to the structure without Certificateholder approval
(but with guidance of counsel) to accomplish such intention.
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................
The Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates and
the
Group 6 Senior Certificates.
Class C-B Certificates..............
The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class
C-B-5,
Class C-B-6, Class C-B-7, Class C-B-8 and Class C-B-9 Certificates.
Class M Certificates................
The Class 6-M-1, Class 6-M-2, Class 6-M-3 and Class 6-M-4
Certificates.
ERISA-Restricted Certificates.......
Residual Certificates and Private Certificates; and any
Certificates that
do not satisfy the applicable ratings requirement under the
Underwriter's
Exemption.
Group 1 Certificates................
The Class 1-A-1, Class 1-A-2, Class 1-A-3 and Residual
Certificates.
Group 2 Certificates................
The Class 2-A-1 and Class 2-A-2 Certificates.
Group 3 Certificates................
The Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4
Certificates.
Group 4 Certificates................
The Class 4-A-1 and Class 4-A-2 Certificates.
Group 5 Certificates................
The Class 5-A-1 and Class 5-A-2 Certificates.
Group 6 Certificates................
The Group 6 Senior Certificates, Class 6-X Certificates and Class M
Certificates.
Group 6 Senior Certificates.........
The Class 6-A-1 and Class 6-A-2 Certificates.
LIBOR Certificates..................
The Group 6 Senior Certificates and Class M Certificates.
Notional Amount Certificates........
The Class 6-X Certificates.
Offered Certificates................
All Classes of Certificates other than the Private Certificates.
Private Certificates................
The Class C-B-7 Class C-B-8, Class C-B-9, Class 6-X and Class P
Certificates.
Physical Certificates...............
The Residual Certificates and the Private Certificates.
Rating Agencies.....................
Moody's and S&P.
Regular Certificates................
All Classes of Certificates other than the Residual Certificates.
Residual Certificates...............
The Class AR and Class AR-L Certificates.
Senior Certificates.................
The Class A Certificates.
Subordinate Certificates............
The Class M, Class C-B and Class 6-X Certificates.
All
covenants
and
agreements
made
by
the
Depositor
herein
are
for
the
benefit
and
security
of
the
Certificateholders.
The
Depositor
is entering
into this
Agreement,
and the Trustee is
accepting
the trusts
created
hereby and
thereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
The parties
hereto
intend to effect an absolute sale and
assignment
of the Mortgage
Loans to the Trustee for the
benefit of
Certificateholders
under this Agreement.
However, the Depositor and the Seller will hereunder absolutely
assign and, as a
precautionary
matter grant a security
interest,
in and to its rights, if any, in the related Mortgage Loans to the
Trustee on behalf
of Certificateholders to ensure that the interest of the
Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements
herein
contained,
the Depositor,
the Seller,
the Master Servicer,
the
Servicers, the Special Servicer, the Trustee and the Trust
Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement,
the following words and phrases, unless the context otherwise
requires,
shall have
the following meanings:
1933 Act:
The Securities Act of 1933, as amended.
Accepted
Servicing
Practices:
With respect to any Mortgage
Loan,
those mortgage
servicing
practices of prudent
mortgage
lending
institutions
which service
mortgage
loans of the same type as such Mortgage
Loan in the
jurisdiction
where the
related Mortgaged Property is located.
Accountant's Attestation:
The attestation required from an Accountant pursuant to Section
13.08.
Accrual
Period:
For any
interest
bearing
Class of
Certificates,
other
than the
LIBOR
Certificates,
and any
Distribution
Date, the calendar month immediately
preceding such Distribution
Date and with respect to the LIBOR
Certificates,
the
period
beginning on the
immediately
preceding
Distribution
Date (or the Closing Date, in the case of the first Accrual Period)
and
ending on the day immediately preceding such Distribution Date.
Additional Disclosure Notification:
As defined in Section 13.02.
Additional Form 10-D Disclosure:
As defined in Section 13.02.
Additional Form 10-K Disclosure:
As defined in Section 13.03.
Additional
Servicer:
Each affiliate of each Servicer that Services any of the Mortgage
Loans and each Person who is
not an affiliate of any Servicer,
who Servicers 10% or more of the Mortgage Loans (measure by
aggregate
Stated
Principal
Balance of
the Mortgage Loans,
annually at the
commencement of the calendar year prior to the year in which an
Item 1123 Certificate is required
to the delivered). For clarification purposes, the Master Servicer
and the Trust Administrator are Additional Servicers.
Advance:
With respect to any
Non-Designated
Mortgage Loan and any
Distribution
Date, any payment
required to be
made by a Servicer or the Master Servicer, as applicable, with
respect to such Distribution Date pursuant to Section 5.01.
With respect to any Countrywide
Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by
(i)
Countrywide
with respect to the Remittance Date (as defined in the Countrywide
Underlying
Servicing
Agreement) in the month of
such Distribution Date pursuant to Subsection 11.19 of Exhibit 9 of
the Countrywide
Underlying
Servicing Agreement or (ii) the Master
Servicer with respect to such Distribution Date pursuant to Section
3.20(b) of this Agreement.
Adverse REMIC Event:
As defined in Section 2.07(f).
Adjustment
Date:
With respect to each
Mortgage
Loan,
each
adjustment
date on which the
Mortgage
Rate thereon
changes
pursuant to the related
Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each such Mortgage
Loan is
set forth in the Mortgage Loan Schedule.
Aggregate Groups 1-5 Collateral Balance:
With respect to any date of determination,
will be equal to the sum of the
Aggregate
Loan Group
Balances
for Loan
Group 1,
Loan
Group 2,
Loan
Group 3,
Loan
Group 4
and Loan Group 5 as of such date of
determination.
Aggregate Loan
Group Balance:
With respect to any Loan Group and as of any date of determination,
will be equal to
the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans in such Loan
Group as of the first day of the month of such date of
determination.
Agreement:
This Pooling and Servicing Agreement and all amendments or
supplements hereto.
Ancillary Income:
All income derived from the
Non-Designated
Mortgage Loans,
other than Servicing Fees and Master
Servicing
Fees,
including
but not limited to, late
charges,
fees
received
with respect to checks or bank drafts
returned by the
related bank for
non-sufficient
funds,
assumption fees,
optional
insurance
administrative
fees and all other incidental fees and
charges.
Ancillary Income does not include any Assigned Prepayment Premiums.
Applied Loss Amount:
With respect to any
Distribution
Date, with respect to the Group 6 Certificates,
the excess,
if any,
of
(i) the
aggregate
Class
Principal
Balances
of the
Group 6
Certificates
(other
than the
related
Notional
Amount
Certificates),
after giving
effect to all Realized
Losses with respect to the Mortgage
Loans in Loan Group 6 during the
Collection
Period for such Distribution
Date and payments of principal on such
Distribution Date over (ii) the
Aggregate Loan Group Balance for
Loan Group 6 for such Distribution Date.
Appraised
Value:
The appraised value of the Mortgaged
Property based upon the appraisal made for the originator at
the
time of the
origination
of the
related
Mortgage
Loan
or the
sales
price
of the
Mortgaged
Property
at the
time of such
origination,
whichever is less,
or (i) with
respect to any Mortgage
Loan that
represents a
refinancing
other than a
Streamlined
Mortgage
Loan,
the lower of the appraised
value at
origination
or the appraised
value of the
Mortgaged
Property
based upon the
appraisal made at the time of such
refinancing
and (ii) with
respect to any
Streamlined
Mortgage Loan, the appraised
value of the
Mortgaged Property based upon the appraisal made in connection with
the origination of the mortgage loan being refinanced.
Assigned Prepayment
Premium:
Any Prepayment Premium on a Wells Fargo Serviced Mortgage Loan, any
Prepayment Premium
on a SPS Serviced Mortgage Loan and any other Prepayment Premium on
deposit in the Certificate Account.
Assignment and Assumption
Agreement:
That certain assignment and assumption agreement dated as of
February 1, 2006,
by and between DLJ Mortgage Capital, Inc., as assignor, and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of
Proprietary
Lease:
With respect to a
Cooperative
Loan,
the
assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Available Distribution Amount: With respect to any Distribution
Date and each of Group 1,
Group 2,
Group 3, Group 4
and Group 5 the sum of:
(i)......all amounts in respect of
Scheduled
Payments
(net of the
related
Expense
Fees) due on the related Due Date and
received
prior to the related Determination Date on the related Mortgage
Loans, together with any Advances in respect thereof;
(ii)
all Insurance
Proceeds (to the extent not applied to the
restoration of the Mortgaged
Property or released to the Mortgagor
in accordance with the applicable
Servicer's
Accepted
Servicing
Standards),
all Liquidation
Proceeds received during the
calendar month preceding the month of that
Distribution
Date on the related Mortgage Loans, in each case net of
unreimbursed
Liquidation Expenses incurred with respect to such Mortgage Loans;
(iii)
all Principal
Prepayments
received during the related Prepayment Period on the related
Mortgage Loans,
excluding Prepayment
Premiums;
(iv)
amounts received with respect to such
Distribution
Date as the Substitution
Adjustment
Amount or Purchase Price in respect
of a Mortgage Loan in the related Loan
Group repurchased
by the Seller,
purchased by a Holder of a Subordinate
Certificate
pursuant to Section 3.11(f) or purchased by the Special Servicer
pursuant to Section 3.11(g) as of such Distribution Date;
(v)
any amounts
payable as
Compensating
Interest
Payments by a Servicer
with
respect to the related
Mortgage
Loans on such
Distribution Date;
(vi)
all Recoveries, if any; and
(vii)
the portion of the Mortgage Loan Purchase
Price related to such Loan
Group paid in connection
with an Optional
Termination
up to the amount of the Par Value for such Loan Group;
in the case of
clauses (i) through
(iv) above
reduced by amounts in reimbursement for Advances
previously made and other amounts as
to which the
Trustee,
the Trust
Administrator,
a
Servicer
or the
Master
Servicer
is
entitled
to be
reimbursed
pursuant
to
Section 3.08 in respect of the related Mortgage Loans or otherwise.
Back-Up
Servicer:
Wells Fargo Bank,
National
Association,
acting in its capacity as back-up servicer for the SPS
Serviced Loans hereunder, or its successors in interest, as
applicable.
Bankruptcy Code:
The United States Bankruptcy Code, as amended from time to time (11
U.S.C. ss.ss. 101 et seq.).
Bankruptcy
Coverage
Termination
Date:
The point in time at which the
Bankruptcy
Loss
Coverage
Amount has been
reduced to zero.
Bankruptcy
Loss: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that Loan
Group incurred
as a result of a Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount:
As of any
Determination
Date, the Bankruptcy Loss Coverage Amount shall equal the
Initial
Bankruptcy
Loss
Coverage
Amount as reduced by (i) the
aggregate
amount of
Bankruptcy
Losses
allocated to the Class C-B
Certificates
since the Cut-off Date and (ii) any
permissible
reductions in the
Bankruptcy
Loss
Coverage
Amount as evidenced by a
letter of each Rating Agency to the Trust
Administrator
to the effect that any such reduction
will not result in a
downgrading,
or
otherwise adversely affect, of the then current ratings assigned to
such Classes of Certificates rated by it.
Basis Risk
Shortfall:
For any
Class of
LIBOR
Certificates
(other
than the
Class 6-A-1
Certificates)
and any
Distribution
Date, the sum of (i) the
excess,
if any, of (a) the related
Current
Interest
calculated on the basis of the least of
(x) the applicable
Certificate Index plus the applicable Certificate Margin, (y) the
Maximum Interest Rate and (z) 11.00% over (b) the
related Current Interest for the applicable
Distribution
Date,
(ii) any amount described in clause
(i) remaining
unpaid from prior
Distribution
Dates,
and
(iii) interest
on the amount in clause (ii) for the related
Accrual Period
calculated at a per annum rate
equal to the least of
(x) the
applicable
Certificate
Index plus the
applicable
Certificate
Margin,
(y) the
applicable
Maximum
Interest Rate and (z) 11.00%.
For the Class 6-A-1
Certificates
and any
Distribution
Date on which on the related Swap Payment Date
there has occurred a Swap Suspension
Event, the sum of (i) the excess,
if any, of (a) the related Current Interest
calculated on the
basis of the lesser of (x) the
applicable
Certificate Index plus the applicable
Certificate Margin and (y) the Maximum Interest Rate
over (b) the related Current Interest for the applicable
Distribution Date,
(ii) any amount described in clause (i)
remaining unpaid
from prior
Distribution
Dates,
and
(iii) interest
on the amount in clause (ii) for the related Accrual Period
calculated at a per
annum rate equal to the least of (x) the
applicable
Certificate Index plus the applicable
Certificate
Margin and (y) the applicable
Maximum Interest Rate.
Beneficial
Holder:
A Person holding a beneficial
interest in any Certificate
through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any
Definitive Certificate.
Book-Entry Certificates: As set forth in the Preliminary Statement.
Book-Entry Form: Any Certificate held through the facilities of the
Depository.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking
institutions
in New York
or the state in which the
office of the
Master
Servicer
or any
Servicer
or the
Corporate
Trust
Office of the
Trustee or Trust
Administrator are located are authorized or obligated by law or
executive order to be closed.
Carryforward
Interest:
For any Class of LIBOR Certificates and any Distribution Date, the
sum of (1) the amount, if
any, by which (x) the sum of (A) Current
Interest for such Class for the immediately
preceding
Distribution
Date and (B) any unpaid
Carryforward
Interest for such
Class from
previous
Distribution
Dates exceeds
(y) the
amount paid in respect of interest on such
Class on such
immediately
preceding
Distribution
Date,
and (2)
interest
on such
amount for the
related
Accrual
Period at the
applicable Pass-Through Rate.
Cash
Remittance
Date:
With respect to any
Distribution
Date and (A) SPS, the
7th calendar
day
preceding
such
Distribution
Date, or if such 7th calendar day is not a Business
Day, the Business Day
immediately
preceding
such 7th calendar day
and (B) Wells Fargo and the Designated
Servicers,
the
18th calendar
day of the month in which the Distribution
Date occurs,
or if
such 18th calendar day is not a Business Day, the Business Day
immediately following such 18th calendar day.
Certificate:
Any Certificates
executed and
authenticated
by the Trust
Administrator on behalf of the Trustee for
the benefit of the Certificateholders in substantially the form or
forms attached as Exhibits A through G hereto.
Certificate
Account:
The separate
Eligible
Account
created and maintained with the Trust
Administrator,
or any
other bank or trust company
acceptable to the Rating Agencies which is
incorporated
under the laws of the United States or any state
thereof pursuant to Section 3.05,
which account shall bear a designation
clearly indicating that the funds deposited therein are held
in trust for the
benefit
of the Trust
Administrator,
as agent for the
Trustee,
on behalf of the
Certificateholders
or any other
account serving a similar
function
acceptable to the Rating
Agencies.
Funds in the
Certificate
Account may (i) be held uninvested
without
liability for interest or compensation
thereon or (ii) be
invested at the direction of the Trust
Administrator
in Eligible
Investments and reinvestment
earnings
thereon (net of investment
losses) shall be paid to the Trust
Administrator.
Funds deposited
in the Certificate
Account
(exclusive of the amounts permitted to be withdrawn
pursuant to
Section 3.08(b))
shall be held in trust
for the Certificateholders.
Certificate
Balance:
With respect to any
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
(i) minus all
distributions of
principal and
allocations of Realized
Losses,
including
Excess Losses or Applied Loss Amounts,
as applicable,
previously
made or
allocated with respect thereto and, in the case of the Class 6-A-2
Certificates and any Subordinate
Certificates,
reduced by any such
amounts
allocated to such Class on prior
Distribution
Dates pursuant to Section 4.02 and (ii) plus the amount of any
increase to the
Certificate Balance of such Certificate pursuant to Section 4.03.
With respect to each Class 6-X Certificate, on any date of
determination,
an amount equal to the Percentage Interest
evidenced by such
Certificate
multiplied by an amount equal to (i) the
excess,
if any, of (A) the Aggregate
Loan Group Balance for
Loan Group 6 as of such date of determination,
over (B) the then aggregate Class Principal Balance of the Group 6
Senior
Certificates
and Class M
Certificates
then
outstanding,
which
represents
the sum of (i) the
initial
principal
balance of REMIC III
Regular
Interest
6-X-PO,
as reduced by Realized
Losses
allocated
thereto and payments
deemed made thereon,
and
(ii) accrued
and unpaid
interest on REMIC III Regular Interest 6-X-IO, as reduced by
Realized Losses allocated thereto.
Certificate Group: Any of Certificate
Group 1,
Certificate
Group 2,
Certificate
Group 3,
Certificate Group 5 or
Certificate Group 6, as applicable.
Certificate
Group 1:
Any of the
Certificates
with a
Class designation
beginning
with "1" and
relating to Loan
Group 1.
Certificate
Group 2:
Any of the
Certificates
with a
Class designation
beginning
with "2" and
relating to Loan
Group 2.
Certificate
Group 3:
Any of the
Certificates
with a
Class designation
beginning
with "3" and
relating to Loan
Group 3.
Certificate
Group 4:
Any of the
Certificates
with a
Class designation
beginning
with "4" and
relating to Loan
Group 4.
Certificate Group 5: Any of the Certificates with a
Class designation
beginning with "5" and relating to Loan Group
5.
Certificate Group 6: Any of the Certificates with a
Class designation
beginning with "6" and relating to Loan Group
6.
Certificateholder or Holder:
The Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Index: With respect to each Distribution Date and the
LIBOR
Certificates,
the rate for one month United
States
dollar
deposits
quoted on Telerate
Page 3750 as of 11:00 A.M.,
London
time,
on the related
Interest
Determination
Date
relating to each Class of
LIBOR
Certificates.
If such rate does not appear on such page (or such other page as
may replace that page
on that service,
or if such service is no longer
offered,
such other service for displaying
one month LIBOR or comparable
rates as
may be reasonably
selected by the Trust
Administrator
after
consultation
with DLJMC),
the rate will be the related Reference Bank
Rate. If no such
quotations can be obtained and no related
Reference Bank Rate is available,
the
Certificate
Index with respect to
the LIBOR Certificates will be the Certificate Index applicable to
such Certificates on the preceding Distribution Date.
On the Interest
Determination
Date immediately
preceding each
Distribution
Date, the Trust
Administrator
shall
determine each Certificate
Index for the Accrual Period
commencing on such
Distribution Date and inform the Master Servicer and each
Servicer of such rate.
Certificate Margin:
As to each Class of LIBOR Certificates, the applicable amount set
forth below:
Certificate Margin
Class
(1)
(2)
6-A-1
0.13%
0.26%
6-A-2
0.29%
0.58%
6-M-1
0.39%
0.89%
6-M-2
0.57%
1.07%
6-M-3
1.50%
2.00%
6-M-4
2.25%
2.75%
___________
(1)
On and prior to the first
Distribution
Date on which the
Optional
Termination
for Loan Group 6 may
occur.
(2)
After the first Distribution Date on which the Optional Termination
for Loan Group 6 may occur.
Certificate Register:
The register maintained pursuant to Section 6.02(a) hereof.
Class:
All Certificates bearing the same class designation as set forth in
the Preliminary Statement.
Class 6-M-1
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal
Balance of the Group 6 Senior
Certificates,
after giving effect to payments on such
Distribution Date and
(ii) the Class Principal
Balance of the Class 6-M-1
Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 89.70%
and (ii) the
Aggregate
Loan Group Balance for Loan Group 6 for such
Distribution
Date and (B) the
amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 6 for such
Distribution
Date exceeds
(ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 6 as of the Initial
Cut-off Date.
Class 6-M-2
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6 Senior
Certificates and Class 6-M-1
Certificates,
in each case, after giving effect
to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class 6-M-2
Certificates
immediately prior to such
Distribution
Date exceeds
(y) the lesser of (A) the product of (i) 94.30% and (ii) the
Aggregate Loan Group Balance for Loan Group 6
for such
Distribution
Date and (B) the
amount,
if any,
by which
(i) the
Aggregate
Loan Group
Balance for Loan Group 6 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 6 as of the Initial Cut-off Date.
Class 6-M-3
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6 Senior
Certificates,
Class 6-M-1 and Class 6-M-2
Certificates,
in each case, after
giving effect to payments on such Distribution Date and (ii) the
Class Principal
Balance of the Class 6-M-3
Certificates
immediately
prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 97.70% and
(ii) the
Aggregate Loan Group Balance for
Loan Group 6 for such
Distribution
Date and (B) the amount,
if any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 6
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance for Loan Group 6 as of the Initial Cut-off Date.
Class 6-M-4
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6 Senior
Certificates,
Class 6-M-1,
Class 6-M-2 and Class 6-M-3 Certificates,
in each
case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal
Balance of the Class 6-M-4
Certificates
immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
98.70% and (ii) the
Aggregate Loan Group
Balance for Loan Group 6 for such
Distribution
Date and (B) the amount,
if any, by which
(i) the
Aggregate
Loan Group Balance for
Loan Group 6 for such
Distribution
Date exceeds
(ii) 0.50%
of the
Aggregate
Loan Group Balance for Loan Group 6 as of the Initial
Cut-off Date.
Class 6-X Distributable Amount: With respect to any Distribution
Date and the Class 6-X
Certificates,
to the extent
of
any
Monthly
Excess
Cashflow
remaining
on
such
Distribution
Date
after
the
distribution
of
amounts
pursuant
to
Section 4.01(II)(d)(i)-(xi),
the sum of
(a) the
amount of
interest
accrued
during the
related
Accrual
Period on the
Class 6-X
Certificates
(as
described
in the
Preliminary
Statement)
and
(b) the
Overcollateralization
Release
Amount,
if any,
for such
Distribution Date.
Class 6-X
Notional Amount:
With respect to the Class 6-X
Certificates or REMIC III Regular Interest 6-X-IO and any
Distribution
Date, the aggregate of the
Uncertificated
Principal
Balances of the REMIC II
Regular
Interests LT1, LT2, LT3 and LT4
immediately
prior to such
Distribution
Date,
(which for clarification is equal to the Aggregate Loan Group
Balance for Loan Group 6
as of the first day of the related
Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal
of which was distributed on the Distribution Date preceding the
current Distribution Date)).
Class A Certificates:
As set forth in the Preliminary Statement.
Class C-B Certificates:
As set forth in the Preliminary Statement.
Class C-B Credit Support
Depletion Date: The first
Distribution Date on which the aggregate Class Principal Balance
of the Class C-B Certificates has been or will be reduced to zero.
Class C-B
Percentage:
With respect to any Distribution Date, the aggregate Class
Principal Balance of the Class C-B
Certificates
immediately prior to such Distribution Date divided by the
Aggregate
Groups 1-5
Collateral
Balance as of the first day
of the related
Collection
Period
(excluding
any such
Mortgage
Loans that were
subject to a Payoff,
the
principal
of which was
distributed on the Distribution Date preceding the current
Distribution Date).
Class Interest
Shortfall:
With respect to any Distribution Date and Class of Group 1,
Group 2,
Group 3,
Group 4,
Group 5 and Class C-B
Certificates,
the amount by which the amount described in clause (i) of the
definition of Interest Distribution
Amount for such Class, exceeds the amount of interest actually
distributed on such Class on such Distribution Date.
Class M Certificates:
The Class 6-M-1, Class 6-M-2, Class 6-M-3 and Class 6-M-4
Certificates.
Class Notional Amount:
The Class 6-X Notional Amount.
Class
Principal
Balance:
With
respect to any
Class and
as to any date of
determination,
the
aggregate of the
Certificate Balances of all Certificates of such Class as of such
date.
Class Unpaid
Interest
Amounts:
With
respect to any
Distribution
Date and
Class of
interest
bearing
Group 1,
Group 2,
Group 3, Group 4, Group 5 and Class C-B Certificates,
the amount by which the aggregate
Class Interest
Shortfalls for such
Class on prior
Distribution
Dates exceeds the amount distributed on such Class on prior
Distribution Dates pursuant to clause (ii) of
the definition of Interest Distribution Amount.
Class Y Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal
Balances of the Class Y
Regular
Interests
will be reduced on such
Distribution
Date by the
allocation of Realized
Losses and the
distribution of principal, determined as described in Appendix A.
Class Y Regular Interests:
The Class Y-1, Class Y-2, Class Y-3, Class Y-4 and Class Y-5
Regular Interests.
Class Y-1
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-1 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-1 Regular Interest
on such Distribution Date.
Class Y-1
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-1 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-1 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-2
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-2 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-2 Regular Interest
on such Distribution Date.
Class Y-2
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-2 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-2 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-3
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-3 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-3 Regular Interest
on such Distribution Date.
Class Y-3
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-3 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-3 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-4
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-4 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-4 Regular Interest
on such Distribution Date.
Class Y-4
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-4 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-4 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-5
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-5 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-5 Regular Interest
on such Distribution Date.
Class Y-5
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-5 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-5 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal
Balances of the Class Z
Regular
Interests
will be reduced on such
Distribution
Date by the
allocation of Realized
Losses and the
distribution
of
principal,
which
shall be in each
case the
excess
of (A) the sum of
(x) the
excess
of the
REMIC I
Available
Distribution
Amount for the related
Group (i.e.
the "related
Group" for the Class Z-1
Regular
Interest is the Group 1 Loans,
the
"related Group" for the Class Z-2
Regular Interest is the Group 2 Loans, the "related Group" for the
Class Z-3 Regular Interest is the
Group 3 Loans,
the "related Group" for the Class Z-4
Regular Interest is the Group 4 Loans, and the "related Group" for
the Class Z-5
Regular
Interest is the Group 5 Loans)
exclusive of any Recoveries
included
therein over the amounts thereof
distributable
(i) in
respect of interest on such Class Z
Regular
Interest
and the related
Class Y
Regular
Interest and (ii) in the case of the Group 1
Loans, to the Class AR-L
Certificates
in respect of Component I thereof and (y) the amount of Realized
Losses
allocable to principal
for the related Group over (B) the Class Y Principal Reduction
Amount for the related Group.
Class Z Regular Interests: The Class Z-1, Class Z-2, Class Z-3,
Class Z-4 and Class Z-5 Regular Interests.
Class Z-1
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-1 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-1 Regular Interest
on such Distribution Date.
Class Z-1
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-1 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-1 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-2
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-2 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-2 Regular Interest
on such Distribution Date.
Class Z-2
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-2 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-2 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-3
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-3 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-3 Regular Interest
on such Distribution Date .
Class Z-3
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-3 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-3 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-4
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-4 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-4 Regular Interest
on such Distribution Date.
Class Z-4
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-4 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-4 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-5
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-5 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-5 Regular Interest
on such Distribution Date.
Class Z-5
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-5 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-5 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Clearing
Agency:
An
organization
registered as a "clearing
agency"
pursuant to
Section 17A
of the
Securities
Exchange Act of 1934, as amended,
which
initially
shall be DTC, the nominee of which is Cede & Co., as the
registered
Holder of the
Book Entry
Certificates.
The Clearing Agency 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.
Closing Date:
February 28, 2006.
Code:
The Internal Revenue Code of 1986, as amended.
Collection Account:
The accounts established and maintained by a Servicer in accordance
with Section 3.05.
Collection
Period:
With respect to each
Distribution
Date,
the period
commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commencement of Foreclosure:
The first official action required under local law to commence
foreclosure
proceedings
or to
schedule a trustee's
sale under a deed of trust,
including:
(i) in the case of a
mortgage,
any filing or service of process
necessary to commence an action to foreclose;
or (ii) in the case of a deed of trust, the posting,
publishing,
filing or delivery of
a notice of sale.
Commission:
The U.S. Securities and Exchange Commission.
Compensating
Interest Payment:
For any Distribution Date and the SPS Serviced Mortgage Loans, the
lesser of (i) the
aggregate
Servicing
Fee
payable
to SPS in
respect of the SPS
Serviced
Mortgage
Loans for such
Distribution
Date and
(ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage Loans.
For any Distribution Date and the Wells Fargo Serviced Mortgage
Loans, the lesser of (i) the aggregate
Servicing Fee
payable to Wells
Fargo in respect of the Wells
Fargo
Serviced
Mortgage
Loans for such
Distribution
Date and
(ii) the
aggregate
Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the Wells Fargo Serviced Mortgage Loans.
For any Distribution Date and the Master Servicer, the Compensating
Interest Payment shall be equal to:
(a)
with respect to the SPS Serviced Mortgage Loans, the excess of (i)
the
Compensating
Interest Payment required to be remitted
by SPS for such Distribution Date over (ii) the
Compensating
Interest Payment actually remitted by SPS for such Distribution
Date;
(b)
with respect to the Wells Fargo Serviced
Mortgage Loans, the excess of (i) the
Compensating
Interest Payment required to be
remitted by Wells Fargo for such
Distribution
Date over (ii) the
Compensating
Interest Payment actually
remitted by Wells
Fargo for such Distribution Date; and
(c)
with respect to the
Countrywide
Serviced
Mortgage Loans,
the excess of (i) the Prepayment
Interest
Shortfall
Amount (as
defined in the Countrywide
Servicing
Agreement) required to be remitted by Countrywide on the Remittance
Date (as defined in
the
Countrywide
Servicing
Agreement) in the month of such
Distribution
Date over (ii) the amount of
Prepayment
Interest
Shortfall Amount (as defined in the Countrywide
Servicing
Agreement) actually remitted by Countrywide on the Remittance Date
(as defined in the Countrywide Servicing Agreement) in the month of
such Distribution Date.
Controlling
Person:
With respect to any Person,
any other Person who "controls"
such Person within the meaning of
the Securities Act.
Cooperative
Corporation:
With respect to any Cooperative
Loan, the cooperative
apartment
corporation
that holds
legal title to the related
Cooperative
Property and grants
occupancy
rights to units therein to
stockholders
through
Proprietary
Leases or similar arrangements.
Cooperative Lien Search: A search for (a) federal tax liens,
mechanics'
liens, lis pendens,
judgments of record or
otherwise
against (i) the
Cooperative
Corporation and (ii) the seller of the Cooperative Unit,
(b) filings of Financing
Statements
and (c) the deed of the Cooperative Property into the Cooperative
Corporation.
Cooperative
Loan:
A
Mortgage
Loan
that is
secured
by a first
lien on and a
perfected
security
interest
in
Cooperative Shares and the related
Proprietary Lease granting exclusive rights to occupy the related
Cooperative Unit in the building
owned by the related Cooperative Corporation.
Cooperative
Property:
With respect to any Cooperative
Loan, all real property and improvements
thereto and rights
therein and thereto owned by a Cooperative
Corporation
including without limitation the land,
separate dwelling units and all common
elements.
Cooperative
Shares:
With respect to any Cooperative
Loan, the shares of stock issued by a Cooperative
Corporation
and allocated to a Cooperative Unit and represented by stock
certificates.
Cooperative Unit: With respect to any Cooperative Loan, a specific
unit in a Cooperative Property.
Corporate
Trust
Office:
With
respect
to the
Trustee,
the
designated
office
of the
Trustee
at which at any
particular
time its corporate
trust business with respect to this Agreement
shall be
administered,
which office at the date of the
execution of this Agreement is located at 60 Livingston
Avenue,
St. Paul,
Minnesota
55107,
Attention:
Corporate
Trust--Structured
Finance.
With respect to the Trust
Administrator,
the designated
office of the Trust
Administrator at which at any particular time
its corporate
trust business with respect to this Agreement shall be
administered,
which office at the date of the execution of this
Agreement is located at 9062 Old Annapolis Road, Columbia,
MD 21045,
Attention: CSFB ARMT 2006-1, except for purposes of Section 6.06
and certificate
transfer purposes,
such term shall mean the office or agency of the Trust
Administrator
located at Wells Fargo Bank,
N.A., 6th Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: CSFB ARMT 2006-1.
Countrywide:
Countrywide Home Loans Servicing LP, and its successors and
assigns.
Countrywide
Serviced Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule,
for which
Countrywide is the applicable Designated Servicer.
Countrywide
Reconstituted
Servicing Agreement:
That certain Reconstituted Servicing Agreement dated as of February
1, 2006 among DLJMC, Countrywide and the Master Servicer, and
acknowledged by the Trustee and the Trust Administrator.
Countrywide
Underlying Servicing Agreement:
The "Servicing Agreement" referred to in the Countrywide
Reconstituted
Servicing Agreement.
Current
Interest:
For any Class of Group 6 Certificates,
other than the Class 6-X
Certificates,
and Distribution
Date, the amount of interest
accruing at the applicable
Pass-Through Rate on the related Class Principal Balance of such
Class during
the related
Accrual Period;
provided,
that as to each Class of Group 6 Certificates
the Current
Interest shall be reduced by a pro
rata portion of any Interest
Shortfalls to the extent not covered by Monthly Excess
Interest;
provided,
that as to the
Class 6-A-1
Certificates
and on any
Distribution
Date the Current
Interest
shall be reduced by an amount of any Net Swap
Payments owed by the
Swap Counterparty and received by the Trust Administrator from the
Supplemental Interest Account on the related Swap Payment Date.
Curtailment:
Any payment of principal on a Mortgage Loan, made by or on behalf
of the related Mortgagor,
other than
a Scheduled
Payment,
a prepaid Scheduled Payment or a Payoff,
which is applied to reduce the outstanding Stated Principal Balance
of
the Mortgage Loan.
Custodial
Agreement:
An
agreement,
dated as of the date
hereof,
among a
custodian,
the
Trustee and the Trust
Administrator,
pursuant to which such custodian
agrees to hold any of the documents or
instruments
referred to in
Section 2.01
of
this Agreement as agent for the Trustee.
As of the date hereof, the Custodian shall act pursuant to the
LaSalle Custodial Agreement.
Custodian:
A custodian which is appointed
pursuant to a Custodial
Agreement.
Any Custodian so appointed shall act
as agent on behalf of the Trustee,
and shall be compensated by the Trust Administrator or as otherwise
specified therein.
Initially,
LaSalle shall serve as Custodian for all of the Mortgage Loans.
Cut-off Date:
For any Initial
Mortgage
Loan,
the Initial
Cut-off Date.
For any
Subsequent
Mortgage
Loan, the
applicable Subsequent Cut-off Date.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the Stated
Principal
Balance thereof as of the
close of business on the Cut-off Date.
Data Remittance
Date: With respect to any
Distribution
Date and each Servicer,
the 10th calendar day of the month
in which such
Distribution
Date occurs,
or if such 10th day is not a Business Day, the Business Day
immediately
following such 10th
day .
Debt Service Reduction:
With respect to a Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4
or Loan Group 5, a reduction by a court of competent
jurisdiction in a proceeding
under the 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.
Debt Service Reduction Mortgage Loan:
Any Mortgage Loan that became the subject of a Debt Service
Reduction.
Deficient Valuation:
With respect to any Mortgage Loan in Loan Group 1,
Loan Group 2, Loan Group 3, Loan Group 4 or
Loan Group 5, a valuation by a court of competent
jurisdiction of the Mortgaged
Property in an amount less than the then
outstanding
indebtedness under the Mortgage Loan, or that results in a
permanent
forgiveness of principal,
which valuation in either case results
from a proceeding under the Bankruptcy Code.
Deferred
Amount:
For any Class of
Group 6 Subordinate
Certificates
(other than the Class 6-X
Certificates)
and
Class 6-A-2
Certificates
and
Distribution
Date,
will equal the amount by which
(x) the
aggregate
of the
Applied
Loss
Amounts
previously
applied in reduction of the Class Principal Balance thereof exceeds
(y) the sum of (i) the aggregate of amounts
previously
paid in reimbursement
thereof and (ii) amounts
added to the Class Principal Balances thereof pursuant to
Section 4.03(a)(ii) on
all
prior Distribution Dates, including such Distribution Date.
Definitive Certificate:
As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to any Distribution
Date, the fraction,
expressed as a percentage,
the numerator of
which is the aggregate
outstanding
principal balance of all Mortgage Loans in Loan Group 6 60 or more
days delinquent
(including all
foreclosures
and REO
Properties)
as of the close of
business
on the last day of such month,
and the
denominator
of which is the
Aggregate Loan Group Balance for Loan Group 6 as of the close of
business on the last day of such month.
Denomination:
With
respect
to each
Certificate,
the
amount
set
forth
on the
face
thereof
as the
"Initial
Certificate
Balance of this
Certificate" or the "Initial
Notional Amount of this
Certificate" or, if neither of the foregoing,
the
Percentage Interest appearing on the face thereof.
Deposit Amount:
As defined in Section 4.10(e) or Section 4.11(e) herein, as
applicable.
Depositor:
Credit
Suisse First Boston
Mortgage
Securities
Corp.,
a Delaware
corporation,
or its
successor in
interest.
Depository
Agreement:
The Letter of Representation dated as of the Closing Date by and
among DTC, the Depositor and
the Trust Administrator for the benefit of the Trustee.
Designated
Mortgage Loans:
The
Countrywide
Serviced
Mortgage
Loans,
unless any such Mortgage Loan is no longer
serviced by Countrywide under the Countrywide Servicing Agreement.
Designated Servicer:
Countrywide.
Designated Servicing Agreement:
The Countrywide Reconstituted Servicing Agreement.
Determination
Date: With respect to each Distribution Date and (i) each Servicer
(other than Wells Fargo),
the 10th
day of the
calendar
month in which such
Distribution
Date
occurs
or, if such 10th day is not a Business
Day,
the
Business
Day
immediately
succeeding
such Business Day and (ii) Wells
Fargo,
the Business Day
immediately
preceding the related Cash Remittance
Date.
Disqualified
Organization:
Any organization defined as a "disqualified
organization" under
Section 860E(e)(5)
of
the Code, which includes any of the following:
(i) the United States, any State or political
subdivision
thereof,
any possession of
the United States, or any agency or instrumentality
of any of the foregoing (other than an
instrumentality
which is a corporation if
all of its
activities
are subject to tax and,
except for the FHLMC,
a majority of its board of
directors
is not
selected by such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any agency or
instrumentality
of any of the
foregoing,
(iii) any
organization
(other than certain
farmers'
cooperatives
described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income),
(iv) rural
electric and telephone
cooperatives
described in
Section 1381(a)(2)(C)
of the Code,
(v) an
"electing
large
partnership"
within the meaning of Section 775 of the Code, and (vi) any other
Person so designated by the Trust
Administrator
based
upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual
Certificate
by such Person may cause the REMIC or
any Person
having an Ownership
Interest in any Class of
Certificates
(other than such Person) to incur a liability
for any federal
tax
imposed
under the Code that
would not
otherwise
be
imposed
but for the
Transfer
of an
Ownership
Interest
in a
Residual
Certificate to such Person.
The terms "United States," "State" and "international
organization"
shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution
Date:
The 25th
day of any
month,
or if such
25th
day is not a
Business
Day,
the
Business
Day
immediately following such 25th day, commencing in March 2006.
DLJMC:
DLJ Mortgage Capital, Inc., a Delaware corporation, and its
successors and assigns.
DTC:
The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any Distribution
Date, the date on which Scheduled Payments on such
Mortgage Loan are due which is either the first day of the month of
such Distribution
Date, or if Scheduled
Payments on such Mortgage
Loan are due on a day other than the first day of the month,
the date in the calendar
month
immediately
preceding the
Distribution
Date on which such Scheduled Payments are due, exclusive of any
days of grace.
Eligible
Account:
Either
(i) an
account
or
accounts
maintained
with a federal or state
chartered
depository
institution
or trust
company
acceptable to the Rating
Agencies or (ii) an
account or accounts the deposits in which are insured by
the FDIC to the limits
established
by such
corporation,
provided
that any such
deposits not so insured
shall be maintained in an
account at a depository
institution or trust company whose
commercial
paper or other short term debt obligations (or, in the case of
a depository
institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short
term debt
obligations
of such holding
company) have been rated by each Rating Agency in its highest short
term rating
category,
or
(iii) a
segregated
trust account or accounts (which shall be a "special
deposit
account")
maintained
with the Trustee,
the Trust
Administrator or any other federal or state chartered depository
institution or trust company,
acting in its fiduciary capacity, in a
manner acceptable to the Trustee, the Trust Administrator and the
Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Institution:
An
institution
having the highest
short term debt rating,
and one of the two highest long
term debt ratings of the Rating Agencies or the approval of the
Rating Agencies.
Eligible Investments:
Any one or more of the obligations and securities listed below:
1.
direct
obligations of, and obligations
fully guaranteed by, the United States of America,
or any agency or
instrumentality
of the
United
States of America
the
obligations
of which are backed by the full faith and credit of the United
States of
America;
or obligations
fully guaranteed by, the United States of America;
the FHLMC,
FNMA, the Federal Home Loan Banks or
any agency or instrumentality of the United States of America rated
AA (or the equivalent) or higher by the Rating Agencies;
2.
federal funds,
demand and time deposits in,
certificates of deposits of, or bankers'
acceptances
issued by, any depository
institution
or trust company
incorporated
or organized
under the laws of the United States of America or any state thereof
and subject to
supervision
and
examination
by federal
and/or state
banking
authorities,
so long as at the time of such
investment or contractual
commitment
providing for such investment the commercial paper or other short
term debt obligations
of such
depository
institution
or trust company (or, in the case of a depository
institution or trust company which is the
principal
subsidiary
of a holding
company,
the
commercial
paper or other
short term debt
obligations
of such
holding
company) are rated in one of two of the highest
ratings by each of the Rating
Agencies,
and the long term debt
obligations
of such
depository
institution
or trust company (or, in the case of a depository
institution or trust company which is the
principal
subsidiary of a holding
company,
the long term debt
obligations of such holding company) are rated in one of two
of the highest ratings, by each of the Rating Agencies;
3.
repurchase
obligations
with a term not to exceed 30 days with respect to any
security
described
in clause
(i) above
and
entered into with a depository
institution
or trust company
(acting as a principal)
in the highest
rated
category by the
Rating Agencies;
provided,
however,
that collateral
transferred pursuant to such repurchase obligation must be of the
type
described in clause
(i) above and must (A) be valued daily at current
market price plus accrued
interest,
(B) pursuant
to
such
valuation,
be equal,
at all
times,
to 105% of the cash
transferred
by the
Trustee or the Trust
Administrator
in
exchange for such collateral,
and (C) be delivered to the Trustee or the Trust
Administrator or, if the Trustee or the Trust
Administrator,
as applicable,
is supplying the collateral,
an agent for the Trustee or the Trust
Administrator,
in such a
manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
4.
securities
bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States
of America or any state thereof which has a long term unsecured
debt rating in the highest
available
rating category of each
of the Rating Agencies at the time of such investment;
5.
commercial
paper
having
an
original
maturity
of less
than 365 days and
issued by an
institution
having a short
term
unsecured debt rating in the highest
available rating category of each of the Rating Agencies that rates
such securities,
at
the time of such investment;
6.
a
guaranteed
investment
contract
approved
by each of the
Rating
Agencies
and issued by an
insurance
company or other
corporation
having a long term unsecured debt rating in the highest
available rating category of each of the Rating Agencies
at the time of such investment;
7.
money
market funds (which may be 12b-1 funds as
contemplated
under the rules
promulgated
by the
Securities
and Exchange
Commission
under the Investment
Company Act of 1940) having ratings in the highest
available rating category of Moody's and
rated
"AAAm" or
"AAAm-G"
by S&P at the time of such
investment
(any such money
market
funds
which
provide
for demand
withdrawals
being
conclusively
deemed to satisfy any maturity
requirements
for
Eligible
Investments
set forth
herein)
including money market funds of the Master Servicer,
a Servicer,
the Trustee or the Trust
Administrator
and any such funds
that are managed by the Master Servicer,
a Servicer,
the Trustee or the Trust
Administrator or their respective
Affiliates
or for the Master
Servicer,
a
Servicer,
the Trustee or the Trust
Administrator
or any
Affiliate
of such Person acts as
advisor, as long as such money market funds satisfy the criteria of
this subparagraph 7; and
8.
such other
investments
the investment in which will not, as evidenced by a letter from
each of the Rating
Agencies,
result
in the downgrading or withdrawal of the Ratings of the
Certificates;
provided,
however,
that no such instrument shall be an Eligible
Investment if such instrument
evidences either (i) a right
to receive only interest
payments with respect to the obligations
underlying
such
instrument,
or (ii) both
principal and
interest
payments
derived from obligations
underlying such instrument and the principal and interest
payments with respect
to such
instrument
provide a yield to
maturity
of greater
than 120% of the yield to
maturity
at par of such
underlying
obligations.
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 (without regard to the ratings requirements) of an
Underwriter's Exemption.
ERISA Restricted Certificate:
As set forth in the Preliminary Statement.
Escrow Account:
The separate account or accounts created and maintained by a
Servicer pursuant to Section 3.06.
Escrow
Payments:
With
respect to any
Mortgage
Loan,
the amounts
constituting
ground
rents,
taxes,
mortgage
insurance
premiums,
fire and hazard
insurance
premiums,
and any other
payments
required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other
related document.
Event of Default:
As defined in Section 8.01 hereof.
Excess Loss:
The amount of any
(i) Fraud
Loss in excess of the Fraud Loss
Coverage
Amount on a Mortgage
Loan in
Loan
Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 or Loan Group 5 realized
after the Fraud Loss
Coverage
Termination
Date,
(ii) Special
Hazard Loss in excess of the Special Hazard Loss Coverage Amount on
a Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan
Group 3,
Loan Group 4 or Loan Group 5 realized after the Special Hazard
Coverage
Termination Date or (iii) Bankruptcy
Loss in excess
of the Bankruptcy Loss Coverage
Amount on a Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 or Loan Group 5
realized after the Bankruptcy Coverage Termination Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, the Trust
Administrator
Fee
Rate,
if
applicable,
and the rate at which the
premium on a Lender
Paid
Mortgage
Guaranty
Insurance
Policy is
calculated,
if
applicable.
Expense Fees:
As to each
Mortgage
Loan and
Distribution
Date,
the sum of the related
Servicing
Fee, the Trust
Administrator Fee, if applicable, and any premium on any Lender
Paid Mortgage Guaranty Insurance Policy, if applicable.
FDIC:
The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC:
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.
Financing Statement: A financing statement,
as applicable,
filed pursuant to the Uniform Commercial Code to perfect
a security interest in the Cooperative Shares and Pledge
Instruments.
FNMA: The Federal National Mortgage
Association,
a federally
chartered and privately owned
corporation
organized
and existing under the Federal National Mortgage Association
Charter Act, or any successor thereto.
Form 8-K Disclosure Information:
As defined in Section 13.04.
Formula
Rate:
With
respect to the
Class 6-A-1
Certificates,
the per annum rate set forth or
calculated
in the
manner
described in the
Preliminary
Statement.
Interest on the Class 6-A-1
Certificates
(to the extent it is entitled to interest
from Loan
Group 6)
will be
computed on the basis of a 360-day
year and the actual
number of days
elapsed in the
related
Accrual
Period.
On any Swap
Payment
Date on which
there
has
occurred
a Swap
Suspension
Event,
the
Formula
Rate for the
Class 6-A-1
Certificates
on the
related
Distribution
Date
will be the
lesser
of
(a) the
sum of the
applicable
Certificate
Index and the
applicable Certificate Margin for such Distribution Date and (b)
the Net Funds Cap.
Fraud Loan: A Liquidated Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3, Loan Group 4 or Loan Group 5 as
to which a Fraud Loss has occurred.
Fraud Loss
Coverage
Amount:
The
aggregate
amount of Fraud
Losses
that are
allocated
solely to the
Class C-B
Certificates,
as of the Closing Date,
$21,401,098.89,
subject to reduction from time to time by the amount of Fraud
Losses allocated
to the Class C-B
Certificates.
In addition,
(a) on each
anniversary
prior to the fifth
anniversary of the Cut-off Date, the Fraud
Loss Coverage Amount will be reduced to an amount equal to the
lesser of (A) 1.00% of the Aggregate
Groups 1-5
Collateral
Balance as
of such date,
and (B) the excess of the Fraud Loss
Coverage
Amount as of the
preceding
anniversary
of the
Cut-off
Date over the
cumulative
amount of Fraud Losses on the Mortgage
Loans in Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 and Loan Group 5
allocated to the Class C-B
Certificates since such preceding
anniversary or the Cut-off Date, and (b) on the fifth anniversary
of the
Cut-off Date,
zero.
The Fraud Loss Coverage
Amount may be reduced
below the amount set forth above for any
Distribution
Date with
the consent of the Rating
Agencies as evidenced by a letter of each Rating
Agency to the Trust
Administrator
to the effect that any
such reduction will not result in a downgrading of the current
ratings assigned to such Classes of Certificates rated by it.
Fraud Loss Coverage
Termination
Date: The point in time at which the applicable Fraud Loss Coverage
Amount has been
reduced to zero.
Fraud Losses:
Realized Losses on the Liquidated
Mortgage Loans in Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan
Group 4 and Loan Group 5 as to which a loss is sustained by reason
of a default
arising from fraud,
dishonesty
or
misrepresentation
in
connection
with the
related
Mortgage
Loan,
including a loss by reason of the denial of
coverage
under any
related
Mortgage
Guaranty Insurance Policy because of such fraud, dishonesty or
misrepresentation.
Gross Margin:
With respect to any Mortgage Loan, the fixed percentage
amount set forth in the related Mortgage Note
and the
Mortgage
Loan
Schedule
that is added to the Index on each
Adjustment
Date in
accordance
with the
terms of the
related
Mortgage Note to determine the new Mortgage Rate for such Mortgage
Loan.
Group: When used with respect to the Mortgage Loans, any of Loan
Group 1,
Loan Group 2,
Loan Group 3, Loan Group 4,
Loan
Group 5 or Loan
Group 6, or with
respect
to the
Certificates,
the
Class or
Classes
of
Certificates
that
relate
to the
corresponding Group or Groups.
Group 1:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 1 or with respect to
the
Certificates,
the Group 1
Certificates
(as specified in the
Preliminary Statement).
Group 1 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 1
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 1
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 1
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 1
Certificates
immediately
prior to such Distribution Date
and the
denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 1 as of the first
day of the related
Collection Period
(excluding any Group 1 Mortgage Loans that were subject to a
Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 1 Senior
Percentage exceed 100%.
Group 1 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 1
Senior Percentage of the Principal Payment Amount for Loan Group 1,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 1, and (iii) the Group 1 Senior
Liquidation Amount.
Group 1 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 1
Senior Percentage.
Group 2:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 2 or with respect to
the
Certificates,
the Group 2
Certificates
(as specified in the
Preliminary Statement).
Group 2 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 2
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 2
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 2
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 2
Certificates
immediately
prior to such Distribution Date
and the
denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 2 as of the first
day of the related
Collection Period
(excluding any Group 2 Mortgage Loans that were subject to a
Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 2 Senior
Percentage exceed 100%.
Group 2 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 2
Senior Percentage of the Principal Payment Amount for Loan Group 2,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 2, and (iii) the Group 2 Senior
Liquidation Amount.
Group 2 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 2
Senior Percentage.
Group 3:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 3 or with respect to
the
Certificates,
the Group 3
Certificates
(as specified in the
Preliminary Statement).
Group 3 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 3
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 3
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 3
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 3
Certificates
immediately
prior to such Distribution Date
and the denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 3,
as of the first
day of the related
Collection
Period
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 3 Senior
Percentage exceed 100%.
Group 3 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 3
Senior Percentage of the Principal Payment Amount for Loan Group 3,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 3, and (iii) the Group 3 Senior
Liquidation Amount.
Group 3 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 3
Senior Percentage.
Group 4:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 4 or with respect to
the
Certificates,
the Group 4
Certificates
(as specified in the
Preliminary Statement).
Group 4 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 4
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 4
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 4
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 4
Certificates
immediately
prior to such Distribution Date
and the denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 4,
as of the first
day of the related
Collection
Period
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 4 Senior
Percentage exceed 100%.
Group 4 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 4
Senior Percentage of the Principal Payment Amount for Loan Group 4,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 4, and (iii) the Group 4 Senior
Liquidation Amount.
Group 4 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 4
Senior Percentage.
Group 5: With respect to the Mortgage Loans,
the pool of adjustable
rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 5 or with respect to
the
Certificates,
the Group 5
Certificates
(as specified in the
Preliminary Statement).
Group 5 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan
Group 5 which
became a
Liquidated
Mortgage
Loan
during the prior
calendar
month,
of the lesser of (i) the
Group 5 Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 5 Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent
of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 5 Certificates
immediately
prior to such
Distribution Date
and the denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 5, as of the first
day of the related
Collection
Period
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 5 Senior
Percentage exceed 100%.
Group 5 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 5
Senior Percentage of the Principal Payment Amount for Loan Group 5,
(ii) the
applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 5, and (iii) the Group 5 Senior
Liquidation Amount.
Group 5 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 5
Senior Percentage.
Group 6: With respect to the Mortgage Loans,
the pool of adjustable
rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 6 or with respect to
the Certificates, the Group 6 Certificates.
Group 6 Certificates:
As set forth in the Preliminary Statement.
Group 6 Credit Support
Depletion Date: The first
Distribution
Date on which the aggregate Class Principal
Balance
of the Group 6 Subordinate Certificates has been or will be reduced
to zero.
Group 6 Interest
Rate Cap Account:
The separate
Eligible
Account
created and
initially
maintained by the Trust
Administrator
pursuant
to
Section 4.10
in the
name of the
Trust
Administrator
for the
benefit
of the
Certificateholders
and
designated
"Wells Fargo Bank,
N.A. in trust for
registered
holders of
Adjustable
Rate
Mortgage
Trust
2006-1,
Adjustable
Rate
Mortgage-Backed
Pass-Through
Certificates,
Series 2006-1, Group 6 Certificates" Funds in the Group 6 Interest
Rate Cap Account shall
be held in trust for the
Certificateholders
for the uses and
purposes
set forth in this
Agreement.
The Group 6 Interest
Rate Cap
Account
will not be an asset of any
REMIC.
Ownership
of the
Group 6
Interest
Rate Cap
Account
is
evidenced
by the
Class 6-X
Certificates.
Group 6 Interest Rate Cap Agreement:
The interest rate cap agreement relating to the Group 6
Certificates consisting
of the ISDA Master
Agreement,
the
Schedule and the Credit
Support
Annex,
each dated as of the Closing Date and the
Confirmations
related thereto,
between the Trustee on behalf of the Trust and the Group 6 Interest
Rate Cap
Counterparty,
as such agreement may be
amended and
supplemented
in accordance
with its terms and any
replacement
Group 6 Interest
Rate Cap
Agreement
acceptable to the
Depositor and the Trustee.
Group 6 Interest Rate Cap Counterparty:
Credit Suisse International,
or any successor in interest thereto under the
Group 6 Interest Rate Cap Agreement.
Group 6 Senior Certificates:
As set forth in the Preliminary Statement.
Group 6 Senior
Enhancement
Percentage:
For any
Distribution
Date, the fraction,
expressed as a percentage,
the
numerator of which is the sum of the
aggregate
Class
Principal
Balance of the Class M
Certificates
and the
Overcollateralization
Amount (which,
for purposes of this
definition
only,
shall not be less than zero),
in each case after giving effect to payments on
such Distribution
Date (assuming no Trigger Event has occurred),
and the denominator of which is the Aggregate Loan Group Balance
for
Loan Group 6 for such Distribution Date.
Group 6 Senior Principal
Payment Amount:
For any
Distribution
Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such
Distribution
Date, will be the amount,
if any, by which (x) the
aggregate Class
Principal
Balance of the Group 6 Senior
Certificates,
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 80.50% and (ii) the
Aggregate
Loan Group Balance for Loan Group 6 for such
Distribution
Date and (B) the amount,
if
any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 6 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 6 as of the Initial Cut-off Date.
Group 6 Subordinate Certificates:
As set forth in the Preliminary Statement.
Index:
With respect to any Mortgage
Loan and each related
Adjustment
Date,
the index as specified in the related
Mortgage Note.
Indirect
Participants:
Entities,
such as banks,
brokers,
dealers
and trust
companies,
that
clear
through or
maintain a custodial relationship with a Participant, either
directly or indirectly.
Initial Bankruptcy Loss Coverage Amount:
$362,954.80.
Initial Class Principal Balance:
As set forth in the Preliminary Statement.
Initial Cut-off Date:
February 1, 2006.
Initial
Mortgage
Loans:
The
initial
Mortgage
Loans
conveyed
by the
Depositor
to the Trust Fund
pursuant to
Section 2.01 hereof on the Closing Date, which are listed on the
Mortgage Loan Schedule on such date.
Insurance
Policy:
With respect to any Mortgage Loan
included in the Trust Fund,
any Mortgage
Guaranty
Insurance
Policy, any standard hazard insurance policy,
flood insurance policy or title insurance policy,
including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance
Proceeds:
Proceeds of any primary mortgage guaranty insurance
policies,
including,
without limitation,
any other
Insurance
Policies with respect to the Mortgage
Loans,
to the extent such proceeds are not applied to the
restoration of
the related Mortgaged Property or released to the Mortgagor in
accordance with the related
Servicer's or Designated
Servicer's normal
servicing procedures.
Interest
Determination
Date: With respect to the LIBOR
Certificates and for each Accrual Period,
the second LIBOR
Business Day preceding the commencement of such Accrual Period.
Interest
Distribution Amount: With respect to any Distribution Date and
interest bearing Class of Group 1,
Group 2,
Group 3,
Group 4,
Group 5 and Class C-B
Certificates,
the sum of (i) one month's interest accrued during the related
Accrual Period
at the applicable
Pass-Through
Rate for such Class on the related Class Principal
Balance or
Class Notional
Amount, as applicable,
subject to reduction pursuant to Section 4.01(I)(B), and (ii) any
Class Unpaid Interest Amounts for such Class and Distribution Date.
Interest
Remittance
Amount:
For any
Distribution
Date and the Mortgage Loans in Loan Group 6, an amount equal to
the sum of (1) all
interest
collected
(other than
Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage Loans in
such Loan Group during the related Collection Period,
the interest portion of Payaheads
previously
received on the Mortgage Loans in
such Loan Group and intended
for
application
in the related
Collection
Period and
interest
portion of all Payoffs (net of Payoff
Interest for such Distribution
Date) and Curtailments
received on the Mortgage Loans in such Loan Group during the
related Prepayment
Period,
less (x) the applicable Expense Fees with respect to such Mortgage
Loans and
(y) unreimbursed
Advances and other amounts due
to the Master
Servicer,
the
applicable
Servicer,
the Back-Up
Servicer and the Trust
Administrator
with respect to such Mortgage
Loans, to the extent
allocable to interest,
(2) all
Compensating
Interest
Payments paid by a Servicer with respect to the Mortgage
Loans in such Loan Group with
respect to the related
Prepayment
Period,
(3) the portion of any Substitution
Adjustment
Amount and
Purchase
Price
paid with
respect to the
Mortgage
Loans in such Loan
Group during
the
related
Collection
Period,
in each case
allocable to interest and the proceeds of any purchase of such
Mortgage Loans by the Terminating
Entity pursuant to
Section 11.01
in
an amount not exceeding the interest
portion of the Par Value with respect to such Mortgage Loans,
(4) all Net
Liquidation
Proceeds
and
recoveries
(net of
unreimbursed
Advances,
Servicing
Advances and expenses,
to the extent
allocable to interest,
and unpaid
Expense Fees),
if any,
collected with respect to the Mortgage Loans in such Loan Group
during the prior calendar month, to the extent
allocable to interest and (5) the Capitalized Interest Distribution
for such Distribution Date.
Interest
Shortfall:
For any
Distribution
Date and the
Mortgage
Loans in Loan
Group 6,
an amount
equal to the
aggregate
shortfall,
if any, in collections of interest (adjusted to the related Net
Mortgage Rate) on Mortgage Loans in Loan Group 6
resulting
from
(a) Principal
Prepayments
received
during the related
Prepayment
Period after giving
effect to the
Compensating
Interest Payment for such
Distribution
Date and (b) interest
payments on certain of the Mortgage Loans in Loan Group 6 being
limited
pursuant to the provisions of the Relief Act.
LaSalle:
LaSalle Bank, National Association.
LaSalle Bank Custodial
Agreement:
That certain Custodial Agreement dated as of February 1, 2006 among
LaSalle,
the
Trustee and the Trust Administrator.
Lender Paid Mortgage Guaranty Insurance Policy:
Any lender paid Mortgage Guaranty Insurance Policy.
LIBOR
Business
Day: Any day other than (i) a
Saturday or a Sunday or (ii) a day on which banking
institutions
in
the State of New York or in the City of London, England are
required or authorized by law to be closed.
LIBOR Certificates:
As set forth in the Preliminary Statement.
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
determined
(with respect to the
Non-Designated
Mortgage Loans, in accordance with this Agreement,
or with respect to the Designated
Mortgage Loans, in accordance with the related Designated
Servicing
Agreement) that it has received all amounts it expects to receive
in connection with the liquidation of such Mortgage Loan,
including the final
disposition of the related
REO Property,
whether from
Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation
Expenses:
Customary
and
reasonable
"out of pocket"
expenses
incurred by a Servicer (or the related
Sub-Servicer)
in connection
with the
liquidation
of any defaulted
Mortgage Loan and not recovered by the related
Servicer (or the
related
Sub-Servicer)
under a Mortgage
Guaranty
Insurance
Policy for
reasons
other than such
Servicer's
failure to comply with
Section 3.09
hereof,
such expenses
including,
without
limitation,
legal fees and expenses,
any unreimbursed amount expended by a
Servicer
pursuant to
Section 3.11
hereof
respecting the related
Mortgage and any related and
unreimbursed
expenditures
for real
estate property taxes or for property
restoration or preservation to the extent not previously
reimbursed
under any hazard insurance
policy for reasons other than such Servicer's failure to comply
with Section 3.11 hereof.
Liquidation
Principal:
With
respect
to any
Distribution
Date and a Loan
Group,
the
principal
portion of Net
Liquidation
Proceeds
received with respect to each Mortgage
Loan in that Loan Group,
but not in excess of the principal
balance of
such Mortgage Loan, which became a Liquidated
Mortgage Loan (but not in excess of the principal
balance thereof) during the preceding
calendar month, exclusive of the portion thereof, if any,
attributable to Assigned Prepayment Premiums.
Liquidation
Proceeds:
Amounts,
including Insurance
Proceeds,
received in connection with the partial or complete
liquidation
of defaulted
Mortgage
Loans,
whether
through
trustee's
sale,
foreclosure
sale or otherwise or amounts
received in
connection
with any
condemnation
or partial
release of a
Mortgaged
Property
related
to a Mortgage
Loan and any other
proceeds
received in connection with an REO Property, other than Recoveries.
Loan Group:
Any of Loan
Group 1,
Loan
Group 2,
Loan
Group 3,
Loan
Group 4,
Loan
Group 5 or Loan Group 6, as
applicable.
Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 and Loan Group 5 together will constitute one
sub-trust and Loan
Group 6 will constitute another sub-trust.
Loan Group 1:
All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 2:
All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 3:
All Mortgage Loans identified as Loan Group 3 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 4:
All Mortgage Loans identified as Loan Group 4 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 5:
All Mortgage Loans identified as Loan Group 5 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 6:
All Mortgage Loans identified as Loan Group 6 Mortgage Loans on the
Mortgage Loan Schedule.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which is the Stated
Principal
Balance of the related
Mortgage Loan at the date of
determination
and the
denominator of which is the Appraised Value of
the Mortgaged Property.
Loss and Delinquency
Test: With respect to the SPS Mortgage
Loans,
SPS will fail the Loss and Delinquency
Test on
any date of determination as to which (i) the aggregate
outstanding
principal balance of the SPS Mortgage Loans delinquent 60 days or
more (including all related REO Properties and related
Mortgage Loans in foreclosure)
(averaged over the preceding six month period),
as a percentage of the aggregate
principal
balance of the SPS Mortgage
Loans as of the first day of the month of such
determination
is equal to or greater than 50% or
(ii) cumulative
Realized
Losses for the SPS Mortgage Loans exceed
(a) with
respect to any month
prior to the third anniversary of the first Distribution
Date, 20% of the aggregate
principal balance of the SPS Mortgage Loans as of
the
Closing
Date
(the
"Original
SPS
Mortgage
Loan
Principal
Balance"),
(b) with
respect
to any
month on or after the third
anniversary
but prior to the eighth
anniversary
of the first
Distribution
Date,
30% of the Original SPS Mortgage
Loan
Principal
Balance,
(c) with
respect
to any
month
on or after
the
eighth
anniversary
but
prior to the
ninth
anniversary
of the
first
Distribution
Date,
35% of the Original SPS
Mortgage
Loan
Principal
Balance,
(d) with
respect to any month on or after the ninth
anniversary
but prior to the tenth
anniversary
of the first
Distribution
Date,
40% of the Original SPS
Mortgage
Loan
Principal
Balance,
(e) with
respect
to any
month on or after
the
tenth
anniversary
but
prior to the
eleventh
anniversary
of the first
Distribution
Date, 45% of the Original SPS Principal
Balance and (f) with
respect to any month on or after the eleventh
anniversary
of the first
Distribution
Date, 50% of the Original SPS Mortgage Loan Principal
Balance.
For purposes of this definition,
the term
"Realized Losses" shall not include Debt Service Reductions or
Deficient Valuations.
Lost
Mortgage
Note:
Any Mortgage
Note the original of which was
permanently
lost or destroyed
and has not been
replaced.
Majority
Servicer:
With respect to any Optional
Termination,
the Servicer
servicing
the largest
percentage
of
Mortgage Loans in the Loan Group(s) to be purchased in such
Optional
Termination (by Stated Principal Balance of outstanding
Mortgage
Loans on the Optional
Termination
Date) which has notified the Trust
Administrator of its intention to be the Terminating
Entity of
such Loan Group(s) pursuant to Section 11.02(a).
Marker Rate:
With respect to the Class 6-X
Certificates
and REMIC II
Regular
Interests LT1, LT2, LT3 and LT4 and
any Distribution Date, a per annum rate equal to two (2) times the
weighted average of the Uncertificated
REMIC II
Pass-Through Rates
for REMIC II Regular Interest LT2 and REMIC II Regular Interest
LT3.
Master Servicer:
Wells Fargo.
Maturity Date:
The Distribution Date occurring in March 2036.
Maximum Interest Rate: With respect to the Group 6 Certificates
and any
Distribution
Date, an annual rate equal to
the weighted
average of the Maximum
Mortgage Rates of the Mortgage Loans in Loan Group 6 minus the
weighted
average Expense Fee Rate
of the Mortgage Loans in Loan Group 6.
Maximum
Mortgage Rate: With respect to each Mortgage Loan, the percentage
set forth in the related
Mortgage Note as
the maximum Mortgage Rate thereunder.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS® Mortgage Loan:
Any Mortgage Loan registered with MERS on the MERS(R) System.
MERS(R) System:
The system of recording transfers of mortgages electronically
maintained by MERS.
MIN:
The mortgage identification number for any MERS Mortgage Loan.
Minimum
Mortgage Rate: With respect to each Mortgage Loan, the percentage
set forth in the related
Mortgage Note as
the minimum Mortgage Rate thereunder.
MOM Loan:
Any Mortgage
Loan as to which MERS is acting as mortgagee,
solely as nominee fro the
originator of such
Mortgage Loan and its successors and assigns.
Monthly
Excess
Cashflow:
For any
Distribution
Date, an amount equal to the sum of the Monthly
Excess
Interest,
Overcollateralization
Release Amount,
if any for such date, and any Principal Payment Amount remaining
after the application of items
(i) through (v) in the distribution thereof pursuant to Section
4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest:
For any Distribution
Date, any Interest
Remittance Amount remaining after the application
of items (i) through (v) in the distribution thereof, pursuant to
Section 4.01(II)(a).
Moody's:
Moody's Investors Service, Inc. or any successor thereto.
Mortgage:
With respect to a Mortgage Loan, the mortgage,
deed of trust or other instrument creating a first lien on
a fee simple or leasehold estate securing a Mortgage Note.
Mortgaged
Property:
The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative
Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgage File:
For each Mortgage Loan, the Trustee Mortgage File and the Servicer
Mortgage File.
Mortgage Guaranty
Insurance Policy:
Each policy of primary mortgage
guaranty
insurance or any replacement
policy
therefor with respect to any Mortgage Loan.
Mortgage
Loans:
Such of the mortgage loans and cooperative
loans (if any)
transferred and assigned to the Trustee
pursuant
to the
provisions
hereof
as from time to time are held as a part of the
Trust
Fund
(including
any
REO Property),
the
mortgage loans so held being
identified in the Mortgage Loan Schedule,
notwithstanding
foreclosure or other
acquisition of title of
the related
Mortgaged
Property.
With
respect to each
Mortgage
Loan that is a
Cooperative
Loan,
if any,
"Mortgage
Loan" shall
include,
but not be limited
to, the
related
Mortgage
Note,
Security
Agreement,
Assignment
of
Proprietary
Lease,
Recognition
Agreement,
Cooperative
Shares and Proprietary Lease and, with respect to each Mortgage
Loan other than a Cooperative Loan,
"Mortgage
Loan" shall include, but not be limited to the related Mortgages
and the related Mortgage Notes.
Mortgage Loan Purchase
Price:
The price,
calculated as set forth in
Section 11.01,
to be paid in connection with
the purchase of the Mortgage Loans pursuant to an Optional
Termination of the Trust Fund.
Mortgage
Loan
Schedule:
The list of
Mortgage
Loans (as from time to time
amended by the
Seller to reflect
the
addition of
Qualified
Substitute
Mortgage
Loans and the
purchase
of Mortgage
Loans
pursuant
to
Sections
2.01, 2.02
or 2.03)
transferred to the Trustee as part of the Trust Fund and from time
to time subject to this
Agreement,
attached
hereto as Schedule I,
setting forth the following information with respect to each
Mortgage Loan and applicable Servicer by Loan Group:
1.
the Mortgage Loan identifying number;
2.
a code indicating the type of Mortgaged Property and the occupancy
status;
3.
a code indicating the Servicer of the Mortgage Loan;
4.
the original months to maturity;
5.
the Loan-to-Value Ratio at origination;
6.
the combined Loan-to-Value Ratio at origination;
7.
a code indicating the existence of a subordinate lien for the
related mortgaged property;
8.
the related borrower's debt-to-income ratio at origination;
9.
the related borrower's credit score at origination;
10.
the Mortgage Rate as of the Cut-off Date;
11.
the stated maturity date;
12.
the amount of the Scheduled Payment as of the Cut-off Date;
13.
the original principal amount of the Mortgage Loan;
14.
the principal
balance of the Mortgage Loan as of the close of business on the
Cut-off
Date,
after
deduction of payments of
principal due on or before the Cut-off Date whether or not
collected;
15.
the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
16.
a code
indicating
whether a Prepayment
Premium is required to be paid in connection
with a prepayment of the Mortgage Loan
and the term and the amount of the Prepayment Premium;
17.
an indication whether the Mortgage Loan accrues interest at an
adjustable Mortgage Rate or a fixed Mortgage Rate;
18.
the Index that is associated with such Mortgage Loan, if
applicable;
19.
the Gross Margin, if applicable;
20.
the Periodic Rate Cap, if applicable;
21.
the Minimum Mortgage Rate, if applicable;
22.
the Maximum Mortgage Rate, if applicable;
23.
the first Adjustment Date after the Cut-off Date, if applicable;
24.
the Servicing Fee Rate;
25.
the Expense Fee Rate;
26.
a code
indicating
whether the Mortgage Loan is covered under a borrower paid or
lender paid Primary
Insurance
Policy (and,
if so, the name of the insurance
carrier) and the rate at which any lender paid Primary
Insurance
Policy premium is
calculated,
if
applicable; and
27.
a code indicating whether the Mortgage Loan is a MERS Mortgage Loan
and, if so, its corresponding MIN.
With respect to the Mortgage
Loans in the
aggregate,
each
Mortgage
Loan
Schedule
shall set forth the following
information, as of the Cut-off Date:
1.
the number of Mortgage Loans;
2.
the
current
aggregate
principal
balance of the
Mortgage
Loans as of the close of business
on the
Cut-off
Date,
after
deduction of payments of principal due on or before the Cut-off
Date whether or not collected; and
3.
the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage
Note:
The original
executed note or other evidence of the
indebtedness
of a Mortgagor
under a Mortgage
Loan.
Mortgage Rate:
The annual rate of interest borne by a Mortgage Note.
Mortgagor:
The obligor on a Mortgage Note.
Net Excess Spread:
With respect to any
Distribution
Date and Loan Group 6, a fraction,
expressed as a percentage,
the numerator of which is equal to the excess of (x) the
Aggregate Loan Group Balance for Loan Group 6 for the
immediately
preceding
Distribution
Date,
multiplied
by the product of (A) the Net WAC Rate for Loan Group 6 and (B) the
actual
number of days elapsed in
the related Accrual Period divided by 360 over (y) the
aggregate
Current
Interest for Loan Group 6 for such
Distribution
Date, and
the
denominator
of which is an amount
equal to the
Aggregate
Loan Group
Balance
for Loan Group 6 for the
immediately
preceding
Distribution Date, multiplied by the actual number of days elapsed
in the related Accrual Period divided by 360.
Net Funds Cap: For any
Distribution
Date and the Group 6 Certificates
(other than the Class 6-X
Certificates
and
other than the Class 6-A-1
Certificates
except on any
Distribution
Date in which on the related Swap Payment Date a Swap Suspension
Event has
occurred),
will be a per annum rate equal to (a) a
fraction,
expressed
as a
percentage,
the
numerator of which is the
product of (1) the
Optimal
Interest
Remittance
Amount for such date and (2) 12,
and the denominator of which is the Aggregate Loan
Group Balance
for Loan
Group 6
(excluding
any such
Mortgage
Loans
that were
subject
to a Payoff,
the
principal
of which was
distributed on the Distribution Date preceding the current
Distribution Date) for the immediately
preceding
Distribution Date (or, in
the case of the first
Distribution
Date,
the Aggregate
Loan
Group Balance
for Loan Group 6 as of the Cut-off Date,
multiplied by
(b) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the related Accrual Period.
Net Interest Shortfalls:
For any Distribution Date and the Group 1,
Group 2,
Group 3, Group 4 and Group 5 Mortgage
Loans,
the sum of (A) the
amount of
interest
which would
otherwise
have been
received
for a Mortgage
Loan in the related
Loan
Group during
the prior calendar
month that was the subject of (x) a Relief Act Reduction or (y) a
Special Hazard Loss,
Fraud Loss or
Bankruptcy Loss, after the exhaustion of the respective
amounts of coverage provided by the Class C-B
Certificates for those types of
losses; and (B) any related Net Prepayment Interest Shortfalls.
Net
Liquidation
Proceeds:
With respect to any
Liquidated
Mortgage
Loan,
the excess of the related
Liquidation
Proceeds over the sum of Liquidation Expenses, Expense Fees and
unreimbursed Advances and Servicing Advances.
Net Mortgage
Rate:
As to each
Mortgage
Loan,
and at any time,
the per annum rate equal to the Mortgage Rate for
such Mortgage Loan less the related Expense Fee Rate.
Net
Prepayment
Interest
Shortfalls:
With respect to any
Distribution
Date, the amount by which the aggregate of
Prepayment
Interest
Shortfalls during the related
Prepayment Period exceeds the Compensating
Interest Payment for such Distribution
Date.
Net Realized Losses: For any Class of Certificates,
other than the Group 6 Certificates,
and any Distribution Date,
the excess of (i) the amount of unreimbursed
Realized Losses
previously
allocated to that Class over
(ii) the sum of (a) the amount
of any increases to the Class Principal
Balance of that
Class pursuant
to Section 4.03 due to Recoveries and (b) amounts
previously
distributed to such Class in respect of Realized Losses pursuant to
Section 4.01.
Net
Recovery
Realized
Losses:
For any
Class of
Certificates,
other
than
the
Group 6
Certificates,
and any
Distribution
Date, the excess of Net Realized
Losses for such
Distribution
Date over the amount
distributed in respect of Realized
Losses pursuant to Section 4.01 on that Distribution Date.
Net Swap Payments:
A net payment (a) by the
Supplemental
Interest
Trust
Trustee,
on behalf of the
Supplemental
Interest Trust, to the Swap Counterparty,
to the extent that the Supplemental Trust Payment exceeds the Swap
Counterparty
Payment for
such Swap Payment Date, or (b) by the Swap
Counterparty
to the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust, to the extent that the Swap
Counterparty
Payment payable to the Supplemental
Interest Trust exceeds the Supplemental
Trust Payment for such Swap Payment Date.
Net WAC Rate:
With respect to Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 and Loan Group 5 and for any
Distribution Date, the Weighted Average Pass-Through Rate for such
Loan Group for such Distribution Date.
In addition, for any purpose for which the Net WAC Rate is
calculated,
the interest rate on the Mortgage Loans shall
be
appropriately
adjusted to account for the difference
between any counting
convention used with respect to the Mortgage Loans and
any counting convention used with respect to a REMIC Regular
Interest.
Non-Designated Mortgage Loans:
The Mortgage Loans that are not Designated Mortgage Loans.
Nonrecoverable
Advance:
Any portion of an Advance or Servicing
Advance
previously
made or proposed to be made by
the Master
Servicer or a Servicer that, in the good faith judgment of the
Master Servicer or a Servicer (as
applicable),
will not be
ultimately
recoverable by the Master Servicer or a Servicer (as applicable)
from the related Mortgagor,
related Liquidation
Proceeds
or otherwise from proceeds or collections on the related Mortgage
Loan.
Notional Amount Certificates:
As set forth in the Preliminary Statement.
Offered Certificates:
As set forth in the Preliminary Statement.
Officer's
Certificate:
A
certificate
signed by the
Chairman of the Board,
any Vice
Chairman of the Board,
the
President,
an Executive Vice President,
Senior Vice President,
a Vice President,
or other authorized
officer,
the Treasurer,
the
Secretary,
or one of the Assistant
Treasurers
or Assistant
Secretaries
of the
Depositor,
the Seller,
the Master
Servicer,
the
Servicers,
the Special
Servicer,
a Sub-Servicer,
the Trustee or the Trust
Administrator,
as the case may be, and delivered to the
Depositor,
the Seller, the Master Servicer, the Special Servicer, the
Servicers,
the Trustee or the Trust Administrator,
as required
by this Agreement.
Opinion of Counsel:
A written
opinion of counsel,
who may be counsel for the Depositor,
the Master
Servicer or a
Servicer,
including
in-house
counsel,
reasonably
acceptable
to the
Trustee
and the Trust
Administrator.
With
respect
to the
definition of Eligible
Account in this Article I and Sections 2.05 and 7.04 hereof and any
opinion dealing with the
qualification
of
each REMIC created
hereunder or compliance with the REMIC
Provisions,
such counsel must (i) in fact be independent of the Depositor,
the Master
Servicer and such
Servicer,
(ii) not have any direct
financial
interest in the Depositor,
the Master
Servicer or such
Servicer or in any affiliate of either of them and (iii) not be
connected with the Depositor,
the Master
Servicer or such Servicer as
an officer, employee,
promoter,
underwriter,
trustee, partner, director or Person performing similar functions;
provided, that with
respect to Wells Fargo Bank, N.A. as Servicer, such counsel may be
in-house counsel for Wells Fargo Bank, N.A. as Servicer.
Optimal Interest
Remittance
Amount:
With respect to any Distribution
Date and Loan Group 6, the excess of (i) the
product of
(1)(x) the
weighted
average of the Net Mortgage
Rates of the
Mortgage
Loans in Loan Group 6 as of the first day of the
related
Collection
Period divided by (y) 12 and (2) the Aggregate Loan
Group Balance for Loan Group 6 for the immediately
preceding
Distribution
Date
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the
Distribution Date preceding the current
Distribution
Date),
over (ii) any
expenses that reduce the Interest
Remittance Amount with
respect to Loan Group 6 that did not arise as a result of a default
or
delinquency
of the Mortgage
Loans in Loan Group 6 or were not
taken into account in computing the Expense Fee Rate.
Optional Termination:
The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional
Termination
Date:
The date fixed by a Terminating
Entity for the purchase of the Mortgage Loans pursuant
to Section 11.01.
Optional
Termination
Notice
Period:
The
period
during
which
notice
is
to
be
given
to
the
affected
Certificateholders of an Optional Termination pursuant to Section
11.03(d).
OTS:
The Office of Thrift Supervision.
Outsourcer:
As defined in Section 3.02.
Overcollateralization
Amount:
For any
Distribution
Date, an amount equal to the amount,
if any, by which (x) the
Aggregate Loan Group Balance for Loan Group 6 for such
Distribution
Date exceeds (y) the
aggregate
Class
Principal
Balance of the
Group 6 Certificates (other than the Class 6-X Certificates) after
giving effect to payments on such Distribution Date.
Overcollateralization
Deficiency:
For any
Distribution
Date,
the
amount,
if any,
by
which
(x) the
Targeted
Overcollateralization
Amount for such
Distribution
Date exceeds (y) the
Overcollateralization
Amount for such
Distribution
Date,
calculated for this purpose after giving effect to the reduction on
such
Distribution
Date of the aggregate Class
Principal
Balance
of the Group 6
Certificates
(other than the Class 6-X
Certificates)
resulting
from the payment of the Principal
Payment Amount on
such Distribution Date but prior to allocation of any Applied Loss
Amount on the Group 6 Certificates on such Distribution Date.
Overcollateralization
Release Amount:
For any Distribution Date, an amount equal to the lesser of (x) the
Principal
Remittance Amount for such Distribution Date and (y) the amount, if
any, by which (1) the
Overcollateralization
Amount for such date,
calculated for this purpose on the basis of the
assumption
that 100% of the Principal
Remittance
Amount for such date is applied on
such date in
reduction
of the
aggregate
of the Class
Principal
Balances of the Group 6
Certificates
(other
than the
Class 6-X
Certificates), exceeds (2) the Targeted Overcollateralization
Amount for such date.
Overcollateralized Group:
As defined in Section 4.07(b).
Participant:
A broker,
dealer,
bank,
other financial
institution or other Person for whom DTC effects book entry
transfers and pledges of securities deposited with DTC.
Par-Value:
As defined in Section 11.01.
Pass-Through
Entity:
(a) a
regulated
investment
company
described
in
Section 851
of the Code,
a real estate
investment
trust
described in Section 856 of the Code, a common trust fund or an
organization
described in
Section 1381(a) of
the
Code, (b) any partnership, trust or estate or (c) any person
holding a Class A Certificate as nominee for another person.
Pass-Through
Rate: For any interest bearing Class of
Certificates
(other than Class 6-A-1
Certificates),
the per
annum rate set forth or calculated in the manner
described in the
Preliminary
Statement.
Interest on the
Certificates,
other than
the LIBOR
Certificates,
will be computed
on the basis of a 360 day year
comprised
of twelve 30 day
months.
Interest on the LIBOR
Certificates
and the
Class 6-X
Certificates
(to the extent it is entitled to interest
from Loan
Group 6)
will be computed on the
basis of a 360-day year and the actual number of days elapsed in
the related Accrual Period.
Payahead:
Any Scheduled
Payment intended by the related
Mortgagor to be applied in a Collection
Period subsequent
to the Collection Period in which such payment was received.
Payoff:
Any payment of principal on a Mortgage
Loan equal to the entire
outstanding
Stated
Principal
Balance of
such Mortgage
Loan, if received in advance of the last
scheduled
Due Date for such
Mortgage
Loan and
accompanied
by an amount of
interest equal to accrued unpaid interest on the Mortgage Loan to
the date of such payment in full.
Payoff
Interest:
For any Distribution
Date with respect to each SPS Serviced
Mortgage Loan for which a Payoff was
received on or after the first calendar day of the month of such
Distribution
Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Net Mortgage Rate from
the first day of such month through the day of receipt thereof.
PCAOB:
The Public Company Accounting Oversight Board.
Percentage
Interest:
With respect to any Certificate,
either the percentage 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.
Person:
Any
individual,
corporation,
partnership,
joint
venture,
association,
joint
stock
company,
trust,
unincorporated organization or government, or any agency or
political subdivision thereof.
Physical Certificates:
As set forth in the Preliminary Statement.
Pledge
Instruments:
With respect to each Cooperative Loan, the Stock Power, the
Assignment of Proprietary Lease and
the Security Agreement.
Prepayment Interest Shortfall:
With respect to any Mortgage Loan,
Distribution Date and Principal Prepayment (other
than a Payoff on a Wells Fargo Serviced
Mortgage Loan or SPS Serviced
Mortgage Loan received during the period from and including the
first day to and including the 14th day of the month of such
Distribution
Date) received during the related
Prepayment
Period,
the
difference
between
(i) one
full
month's
interest at the
applicable
Mortgage
Rate (giving
effect to any
applicable
Relief Act
Reduction,
Debt Service Reduction and Deficient
Valuation),
as reduced by the Servicing Fee Rate, if applicable,
on the outstanding
principal
balance of such Mortgage Loan immediately
prior to such prepayment or, if such Principal
Prepayment is a Curtailment,
the
principal
amount of such
Curtailment
and
(ii) the
amount of interest
actually
received
with
respect to such
Mortgage
Loan in
connection with such Principal Prepayment, net of the Servicing
Fee, if applicable.
Prepayment
Period:
With respect to each
Distribution
Date and each Payoff with respect to a Wells Fargo
Serviced
Mortgage Loan or SPS Serviced Mortgage Loan, the related
"Prepayment
Period" will commence on the 15th day of the month preceding the
month in which the related
Distribution Date occurs (or, in the case of the first Distribution
Date,
commencing on the Cut-off Date)
and will end on the 14th day of the month in which such
Distribution
Date
occurs.
With respect to each
Distribution
Date and each
Payoff with respect to any Mortgage
Loan serviced by a Designated
Servicer,
the related
"Prepayment
Period" will be the period set
forth in the related Designated
Servicing
Agreement.
With respect to each Distribution Date and each Curtailment with
respect to any
Mortgage Loan, the related "Prepayment Period" will be the calendar
month preceding the month in which such Distribution Date occurs.
Prepayment
Premium:
With
respect to any Mortgage
Loan,
any fee or premium
required to be paid if the
Mortgagor
prepays such Mortgage Loan as provided in the related Mortgage Note
or Mortgage.
Principal Payment Amount:
For any Distribution Date and Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 or
Loan Group 5, the sum of (i) the
principal
portion of the
Scheduled
Payments on the
Mortgage
Loans in such Loan
Group due on the
related
Due Date,
(ii) the
principal
portion
of
repurchase
proceeds
received
with
respect to any
Mortgage
Loan in such Loan
Group which
was
repurchased
as
permitted
or required by this
Agreement
during the period
beginning on the 15th day of the month
preceding such Distribution
Date and ending on the 14th day of the month of such
Distribution
Date, with notice and receipt of funds
three (3) Business
Days prior to the 14th day of the month of such
Distribution
Date and
(iii) any
other
unscheduled
payments of
principal which were received on the Mortgage Loans in such Loan
Group during
the related
calendar month preceding the month of such
Distribution Date, other than Principal Prepayments or Liquidation
Principal.
For any Distribution
Date and Loan Group 6,
an amount equal to the Principal
Remittance Amount for such date minus
the Overcollateralization Release Amount, if any, for such date.
Principal Prepayment:
Any payment of principal on a Mortgage Loan which constitutes a
Payoff or Curtailment.
Principal
Prepayment Amount: For any Distribution Date and Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4
or Loan Group 5, the sum of (i) all
Principal
Prepayments
relating to the
Mortgage
Loans in such Loan
Group which
were
received
during the
related
Prepayment
Period
and
(ii) all
Recoveries
received
during the
calendar
month
preceding
the month of that
Distribution Date.
Principal
Remittance
Amount:
For any
Distribution
Date and Loan
Group 6, an amount
equal to the sum of (1) all
principal
collected
(other
than
Payaheads)
or
advanced
in respect
of
Scheduled
Payments
on the
Mortgage
Loans in such Loan
Group during the related Collection Period (less unreimbursed
Advances,
Servicing Advances and other amounts due to the Servicers, the
Trustee,
the Master
Servicer
and the Trust
Administrator
with
respect to the
Mortgage
Loans in such Loan
Group,
to the extent
allocable to
principal)
and the
principal
portion of Payaheads
previously
received on the Mortgage
Loans in such Loan
Group and
intended for application in the related Collection Period,
(2) all Principal
Prepayments
received on the Mortgage Loans in such Loan
Group during
the related
Prepayment
Period,
(3) the Purchase Price of each Mortgage Loan in such Loan Group
that was repurchased by
the Seller or purchased by the Special Servicer pursuant to Section
3.11(g) or
the holder of the Subordinate
Certificates pursuant to
Section 3.11(f),
during the
related
Collection
Period and the
principal
proceeds of any
purchase of Mortgage
Loans in such Loan
Group by the
Terminating
Entity
pursuant to
Section 11.01
in an amount not exceeding
the principal
portion of the Par Value with
respect to such Mortgage Loans,
(4) the portion of any Substitution
Adjustment Amount paid with respect to any Deleted Mortgage Loans
in such Loan Group during the related Collection Period allocable
to principal,
(5) all Net Liquidation
Proceeds (net of unreimbursed
Advances,
Servicing
Advances and other
expenses,
to the extent
allocable to principal)
and any other
Recoveries
collected
with
respect to the Mortgage
Loans in such Loan
Group during
the preceding
calendar
month,
to the extent
allocable to principal,
and
(6) amounts,
if any,
withdrawn
from the Group 6 Interest
Rate Cap Account to cover
Realized
Losses on the Group 6 Mortgage
Loans
incurred during the related Collection Period.
Principal Transfer Amount: For any Distribution Date and each
Undercollateralized
Group, the excess, if any, of the
aggregate Class Principal Balance of the Class A Certificates
related to such
Undercollateralized
Group over the Aggregate Loan Group
Balance of such Group.
Private Certificates:
As set forth in the Preliminary Statement.
Proprietary
Lease:
The
lease
on a
Cooperative
Unit
evidencing
the
possessory
interest
of the
owner of the
Cooperative Shares in such Cooperative Unit.
Pro Rata Share: With respect to any Distribution
Date and any Class of
Class C-B
Certificates,
the portion of the
Subordinate
Principal
Distribution
Amount allocable to such Class,
equal to the product of the Subordinate
Principal
Distribution
Amount on such
Distribution
Date and a fraction,
the numerator of which is the related Class Principal Balance of
such Class and the
denominator of which is the aggregate of the Class Principal
Balances of the Class C-B Certificates.
Prospectus:
The Prospectus,
dated December 22, 2005, relating to the offering by the Depositor
from time to time of
its
Mortgage-Backed
Pass-Through
Certificates
(Issuable in Series) in the form in which it was or will be filed
with the Securities
and Exchange Commission pursuant to Rule 424(b) under the 1933 Act
with respect to the offer and sale of the Offered Certificates.
Prospectus Supplement:
The Prospectus
Supplement,
dated February 27, 2006, relating to the offering of the Offered
Certificates
in the form in which it was or will be filed with the Securities
and Exchange
Commission
pursuant to
Rule 424(b) under
the 1933 Act with respect to the offer and sale of the Offered
Certificates.
PUD:
Planned Unit Development.
Purchase
Price:
With respect to any Mortgage Loan required to be repurchased by the
Seller pursuant to Section 2.02
or 2.03, purchased by a holder of certain Certificates pursuant to
Section 3.11(f) or
purchased at the option of the Special Servicer
pursuant to
Section 3.11(g),
the sum of
(i) 100% of the Stated
Principal
Balance of the
Mortgage
Loan as of the first day of the
month of such purchase,
(ii) accrued and unpaid interest on the Mortgage Loan at the
applicable
Mortgage Rate (reduced by the related
Servicing Fee Rate,
if the
purchaser is also the Servicer
thereof) from the first day of the month of such purchase to the
first day
of the month
immediately
following the month of such
purchase,
(iii) in the case of a Mortgage Loan
purchased by the Seller or the
Depositor,
the amount of any unreimbursed
Advances and Servicing
Advances made by a Servicer,
if such Servicer is not the Seller or
the
Depositor,
with
respect
to such
Mortgage
Loan or, in the case of a Mortgage
Loan
purchased
by the
Special
Servicer,
any
unreimbursed
Advances and Servicing
Advances
payable to any Servicer (other than the Servicer or Special
Servicer,
as the case may
be, which is purchasing such Mortgage Loans) and (iv) with
respect to any purchase by the Seller pursuant to
Section 2.03,
any costs
and damages actually
incurred and paid by or on behalf of the Trust in connection with
any breach of the
representation
and warranty
set forth in Schedule
III(viii) as
a result of a violation of a predatory or abusive
lending law
applicable to such Mortgage
Loan.
With respect to any Mortgage Loan required or allowed to be
purchased,
the Special Servicer, the Certificateholder,
the Seller or the
Depositor,
as applicable,
shall deliver to the Trustee and the Trust Administrator an
Officer's
Certificate as to the calculation of
the Purchase Price.
Qualified
Insurer:
A mortgage guaranty
insurance company duly qualified as such under the laws of the
state of its
principal
place of business and each state having
jurisdiction
over such insurer in connection
with the insurance
policy issued by
such insurer,
duly
authorized and licensed in such states to transact a mortgage
guaranty
insurance
business in such states and to
write the insurance
provided by the insurance
policy issued by it, approved as a FNMA or FHLMC approved
mortgage insurer or having a
claims paying ability rating of at least "AA" or equivalent rating
by a nationally
recognized
statistical
rating
organization.
Any
replacement
insurer
with
respect to a Mortgage
Loan must have at least as high a claims
paying
ability
rating as the
insurer it
replaces had on the Closing Date.
Qualified
Substitute
Mortgage Loan:
One or more Mortgage
Loans
substituted by the Seller for one or more Deleted
Mortgage
Loans which must,
on the date of such
substitution,
as confirmed in a Request for
Release,
substantially
in the form of
Exhibit K,
individually or in the aggregate and on a weighted average basis,
as applicable (i) have a Stated Principal Balance,
after
deduction of the principal portion of the Scheduled
Payment due in the month of substitution,
not in excess of, and not more than 10%
less than the Stated
Principal
Balance of the Deleted Mortgage Loan;
(ii) be accruing
interest at a rate no lower than and not more
than 1% per annum higher than, that of the Deleted
Mortgage Loan;
(iii) have a Loan to Value Ratio no higher than that of the Deleted
Mortgage
Loan;
(iv) have a remaining
term to maturity not more than one year greater than or less than
that of the Deleted
Mortgage
Loan;
provided that the remaining term to maturity of any such Mortgage
Loan shall be no greater than the last maturing
Mortgage Loan
immediately
prior to any
substitution;
(v) have a Maximum
Mortgage Rate and Minimum Mortgage Rate not less than the
respective such
rates for the Deleted
Mortgage
Loan,
have a Gross Margin equal to or greater than the Deleted
Mortgage Loan and have the same Index
as the Deleted
Mortgage
Loan;
(vi) not be a Cooperative
Loan unless the Deleted
Mortgage
Loan was a
Cooperative
Loan and (vii)
comply with each representation and warranty set forth in Section
2.03(b).
Rating
Agency:
Each of Moody's and S&P or any successor to any of them, so
long as such entity is rating any of the
Certificates.
Ratings:
As of any date of
determination,
the
ratings,
if any,
of the
Certificates
as
assigned by the Rating
Agencies.
Realized Loss: With respect to any Mortgage Loan, (1) with respect
to each
Liquidated
Mortgage Loan, an amount (not
less than zero or more than the Stated
Principal
Balance of the Mortgage Loan) as of the date of such
liquidation,
equal to (i) the
Stated Principal Balance of the Liquidated
Mortgage Loan as of the date of such liquidation,
plus (ii) interest at the applicable Net
Mortgage Rate from the related Due Date as to which interest was
last paid or advanced (and not
reimbursed) to
Certificateholders
up
to the related Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Net Liquidation
Proceeds,
if any, received during the month in which
such
liquidation
occurred,
to the extent
applied as
recoveries
of
interest
at the Net
Mortgage
Rate and to
principal
of the
Liquidated
Mortgage Loan;
(2) for any Mortgage Loan subject to a Deficient
Valuation,
the excess of the Stated Principal Balance of
that Mortgage Loan over the principal
amount as reduced in connection with the proceedings
resulting in the Deficient
Valuation;
or
(3) for any Debt Service
Reduction
Mortgage
Loan,
the present value of all monthly Debt Service
Reductions
on the Mortgage
Loan,
assuming that the mortgagor pays each Scheduled
Payment on the applicable Due Date and that no Principal
Prepayments
are received on
the Mortgage Loan, discounted at the applicable Mortgage Rate.
Realized
Losses
allocated to the Class 6-X
Certificates
shall be allocated
first to REMIC III
Regular
Interest
6-X-IO in reduction of the accrued but unpaid
interest
thereon until such accrued and unpaid interest shall have been
reduced to zero
and then to REMIC III Regular Interest 6-X-PO in reduction of the
principal balance thereof.
Recognition
Agreement:
An Agreement
among a Cooperative
Corporation,
a lender and a Mortgagor
with respect to a
Cooperative Loan whereby such parties
(i) acknowledge
that such lender may make, or intends to make, such Cooperative
Loan, (ii) make
certain agreements with respect to such Cooperative Loan.
Record Date: With respect to any Distribution
Date and the Certificates
other than the LIBOR
Certificates
held in
Book-Entry
Form on such
Distribution
Date, the close of business on the last Business Day of the month
preceding the month in which
the applicable
Distribution Date occurs.
With respect to any Distribution Date and the LIBOR
Certificates held in Book-Entry Form on
such Distribution Date, the close of business on the Business Day
immediately preceding such Distribution Date.
Recovery:
With respect to any Distribution Date and Mortgage Loan that became
a Liquidated
Mortgage Loan in a month
preceding
the month prior to the
Distribution
Date,
an amount
received in respect of
principal
on such
Mortgage
Loan which has
previously
been
allocated
as a Realized
Loss or Applied
Loss
Amount to a Class or Classes of
Certificates,
net of
reimbursable
expenses.
Reference
Bank Rate:
With
respect to any
Accrual
Period
relating
to the LIBOR
Certificates
as
follows:
the
arithmetic
mean
(rounded
upwards,
if
necessary,
to the nearest one sixteenth of a percent) of the offered rates for
United States
dollar
deposits for one month which are offered by the Reference
Banks as of 11:00 A.M.,
London time, on the Interest
Determination
Date prior to the first day of such Accrual Period to prime banks
in the London
interbank
market for a period of one month in amounts
approximately
equal to the aggregate
Class
Principal
Balance of the LIBOR
Certificates;
provided that at least two such Reference
Banks
provide such rate. If fewer than two offered rates appear,
the
Reference
Bank Rate will be the
arithmetic
mean of the rates
quoted by one or more major banks in New York City,
selected by the Trust
Administrator
after
consultation
with DLJMC, as of 11:00
A.M.,
New York City
time,
on such date for loans in U.S.
Dollars
to
leading
European
banks for a period of one month in amounts
approximately
equal to the aggregate Class Principal
Balance of the LIBOR
Certificates.
If no such quotations can be obtained,
the
Reference Bank Rate shall be the Reference Bank Rate applicable to
the preceding Accrual Period.
Reference
Banks:
Three
major
banks
that are
engaged
in the
London
interbank
market,
selected
by the Trust
Administrator after consultation with DLJMC.
Registration
Statement:
That certain registration
statement on Form S-3, as amended (Registration No. 333-127872),
relating to the offering by the Depositor from time to time of its
Mortgage-Backed
Pass-Through
Certificates
(Issuable in Series) as
heretofore declared effective by the Securities and Exchange
Commission.
Regular Certificates:
All of the Certificates other than the Class AR and Class AR-L
Certificates.
Regulation AB: Means 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 Red. 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.
Relevant
Servicing
Criteria:
The Servicing Criteria
applicable to the various parties,
as set forth on Exhibit R
attached hereto.
For
clarification
purposes,
multiple parties can have
responsibility
for the same Relevant
Servicing
Criteria.
With respect to a Servicing Function Participant engaged by the
Master Servicer,
each Servicer,
the Trust Administrator,
the Trustee
or each Servicer,
the term "Relevant
Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria applicable to such
parties
Relief Act:
The Servicemembers Civil Relief Act, as amended, and any similar
state or local law.
Relief Act
Reductions:
With respect to any
Distribution
Date and any
Mortgage
Loan as to which there has been a
reduction in the amount of interest
collectible
thereon for the most recently ended calendar month as a result of
the
application of
the Relief Act, the amount,
if any, by which
(i) interest
collectible
on such Mortgage Loan for the most
recently
ended
calendar
month is less than (ii) interest accrued thereon for such month
pursuant to the Mortgage Note.
REMIC:
A "real estate
mortgage
investment
conduit,"
within the meaning of
Section 860D
of the Code.
Reference
herein to REMIC refers to each REMIC created by the Preliminary
Statement.
REMIC Election:
An election, for federal income tax purposes, to treat certain
assets as a REMIC.
REMIC I Available
Distribution Amount: For each of Loan Group 1,
Loan Group 2,
Loan Group 3, Loan Group 4 and Loan
Group 5, for any Distribution Date, the Available Distribution
Amount for such Loan Group.
REMIC I
Distribution
Amount: For any Distribution Date, the REMIC I Available
Distribution Amounts shall be deemed
distributed to REMIC III,
as the holder of the REMIC I Regular Interests,
and to Holders of the Class AR-L Certificates in respect of
Component I thereof, pursuant to Section 4.01(IV)(a)(i), in the
following amounts and priority:
(a)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 1:
(i)
first,
to
Class Y-1
and
Class Z-1
Regular
Interests
and
Component I
of
the
Class AR-L
Certificates,
concurrently,
the
Uncertificated
Accrued
Interest or accrued
interest,
as
applicable,
for such
Classes
remaining unpaid from previous Distribution Dates, pro rata
according to their respective shares of such unpaid amounts;
(ii)
second,
to the
Class Y-1 and
Class Z-1
Regular
Interests
and
Component I
of the
Class AR-L
Certificates,
concurrently,
the Uncertificated Accrued Interest or accrued interest, as
applicable, for such Classes for the
current Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest;
(iii)
third, to Component I of the Class AR-L
Certificates,
until the
Certificate
Balance thereof has
been reduced to zero; and
(iv)
fourth,
to the Class Y-1 and Class Z-1 Regular
Interests,
the Class Y-1
Principal
Distribution
Amount and the Class Z-1 Principal Distribution Amount,
respectively.
(b)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 2:
(i)
first, to the Class Y-2 and Class Z-2 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-2 and Class Z-2 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-2 and Class Z-2
Regular
Interests,
the Class Y-2
Principal
Distribution
Amount and the Class Z-2 Principal Distribution Amount,
respectively.
(c)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 3:
(i)
first, to the Class Y-3 and Class Z-3 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-3 and Class Z-3 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-3 and Class Z-3
Regular
Interests,
the Class Y-3
Principal
Distribution
Amount and the Class Z-3 Principal Distribution Amount,
respectively.
(d)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 4:
(i)
first, to the Class Y-4 and Class Z-4 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-4 and Class Z-4 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-4 and Class Z-4
Regular
Interests,
the Class Y-4
Principal
Distribution
Amount and the Class Z-4 Principal Distribution Amount,
respectively.
(e)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 5:
(i)
first, to the Class Y-5 and Class Z-5 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-5 and Class Z-5 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-5 and Class Z-5
Regular
Interests,
the Class Y-5
Principal
Distribution
Amount and the Class Z-5 Principal Distribution Amount,
respectively.
(f)
To the extent of the REMIC I
Available
Distribution
Amounts for such
Distribution
Date remaining
after
payment of the amounts pursuant to paragraphs (a) through (e) of
this definition of "REMIC I Distribution Amount":
(i)
first, to each Class of
REMIC I Class Y and Class Z Regular
Interests,
pro rata according to the
amount of unreimbursed
Realized Losses allocable to principal
previously
allocated to each such Class;
provided,
however,
that any amounts distributed
pursuant to this paragraph (f)(i) of this definition of "REMIC I
Distribution Amount" shall not
cause a reduction in the Uncertificated Principal Balances of any
of the Class Y and Class Z Regular Interests; and
(ii)
second, to the Class AR-L Certificates in respect of Component I
thereof, any remaining amount.
REMIC I Realized Losses: Realized Losses on the Group 1,
Group 2,
Group 3, Group 4 and Group 5 Mortgage Loans shall
be allocated to the REMIC I Regular
Interests as follows:
(1) the interest portion of Realized Losses and Net Interest
Shortfalls on
the Group 1 Loans, if any, shall be allocated
between the Class Y-1 and Class Z-1
Regular
Interests pro rata according to the amount
of interest accrued but unpaid thereon,
in reduction thereof;
(2) the interest portion of Realized Losses and Net Interest
Shortfalls
on the Group 2
Loans,
if any,
shall be allocated
between the Class Y-2 and Class Z-2
Regular
Interests pro rata
according to the
amount of interest
accrued but unpaid
thereon,
in reduction
thereof;
(3) the interest
portion of Realized Losses and Net Interest
Shortfalls on the Group 3 Loans, if any, shall be allocated
between the Class Y-3 and Class Z-3
Regular
Interests pro rata according
to the amount of interest
accrued but unpaid
thereon,
in
reduction
thereof;
(4) the interest
portion of Realized
Losses and Net
Interest
Shortfalls on the Group 4 Loans, if any, shall be allocated
between the Class Y-4 and Class Z-4
Regular
Interests pro rata
according to the amount of interest accrued but unpaid thereon,
in reduction thereof;
and (4) the interest portion of Realized Losses
and Net Interest
Shortfalls on the Group 5 Loans,
if any, shall be allocated
between the Class Y-5 and Class Z-5
Regular
Interests
pro rata according to the amount of interest accrued but unpaid
thereon,
in reduction
thereof.
Any interest portion of such Realized
Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a
principal
portion of Realized
Losses not
attributable
to any
specific
Mortgage
Loan in such
Group and
allocated
pursuant
to the
succeeding
sentences.
The
principal
portion of Realized
Losses with
respect to the
Group 1,
Group 2,
Group 3,
Group 4 and Group 5 Mortgage
Loans shall be
allocated to the REMIC I
Regular
Interests as follows:
(1) the
principal
portion of Realized
Losses on the Group 1 Loans shall be
allocated,
first, to the Class Y-1
Regular
Interest to the extent of the Class Y-1
Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if any, of such
principal
portion of such
Realized Losses shall be allocated to the Class Z-1
Regular
Interest in reduction of the
Uncertificated
Principal
Balance thereof;
(2) the principal
portion of Realized Losses on the Group 2 Loans shall be allocated,
first, to the Class Y-2 Regular Interest to the
extent of the Class Y-2 Principal
Reduction Amount in reduction of the Uncertificated
Principal Balance of such Regular Interest and,
second,
the remainder,
if any, of such principal portion of such Realized Losses shall be
allocated to the Class Z-2 Regular Interest
in reduction of the Uncertificated
Principal Balance thereof;
(3) the principal portion of Realized Losses on the Group 3 Loans
shall
be allocated,
first, to the Class Y-3 Regular Interest to the extent of the Class
Y-3
Principal
Reduction Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if any, of such
principal
portion of such
Realized Losses shall be allocated to the Class Z-3
Regular
Interest in reduction of the
Uncertificated
Principal
Balance thereof;
(4) the principal
portion of Realized Losses on the Group 4 Loans shall be allocated,
first, to the Class Y-4 Regular Interest to the
extent of the Class Y-4 Principal
Reduction Amount in reduction of the Uncertificated
Principal Balance of such Regular Interest and,
second,
the remainder,
if any, of such principal portion of such Realized Losses shall be
allocated to the Class Z-4 Regular Interest
in reduction of the
Uncertificated
Principal
Balance thereof;
and (5) the principal portion of Realized Losses on the Group 5
Loans
shall be allocated,
first, to the Class Y-5
Regular Interest to the extent of the Class Y-5
Principal
Reduction Amount in reduction
of the
Uncertificated
Principal
Balance of such Regular Interest and, second,
the remainder,
if any, of such principal
portion of
such
Realized
Losses shall be allocated to the
Class Z-5
Regular
Interest in
reduction of the
Uncertificated
Principal
Balance
thereof.
For any Distribution Date,
reductions in the Uncertificated
Principal Balances of the Class Y and Class Z Regular Interests
pursuant to this
definition
of Realized
Loss shall be
determined,
and shall be deemed to occur,
prior to any
reductions
of such
Uncertificated Principal Balances by distributions on such
Distribution Date.
REMIC II
Available
Distribution
Amount:
The sum of the Interest
Remittance
Amount and the Principal
Remittance
Amount.
REMIC II
Distribution Amount: For any Distribution Date, the REMIC II
Available
Distribution Amount shall be deemed
distributed to REMIC III,
as the holder of the REMIC II Regular
Interests,
and to Holders of the Class AR-L
Certificates in respect
of Component II thereof, pursuant to Section 4.01(IV)(a)(ii), in
the following amounts and priority:
(a) first,
to the REMIC II
Regular
Interests,
pro rata,
in an amount equal to (A) their
Uncertificated
Accrued
Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(b) second:
(i)
to REMIC II Regular Interests LT2, LT3 and LT4, their respective
Principal Distribution Amounts;
(ii)
to REMIC II Regular Interest LT1 its Principal Distribution Amount;
(iii)
any remainder to REMIC II Regular Interest LT1, until the
Uncertificated
Principal Balance thereof
has been reduced to zero;
(iv)
any
remainder
to REMIC II
Regular
Interests
LT2,
LT3 and LT4,
pro rata,
according
to their
respective
Uncertificated
Principal
Balances
as reduced by the
distributions
made
pursuant
to (i) above,
until
their
respective Uncertificated Principal Balances have been reduced to
zero;
(c) third, to the extent of the REMIC II
Available
Distribution
Amount for such Distribution Date remaining after
payment of the amounts pursuant to paragraphs (a) and (b) of this
definition of "REMIC II Distribution Amount" as follows:
(i)
first, to the REMIC II Regular Interests,
pro rata, to the extent of any Realized Losses allocated
to such REMIC II Regular
Interests on such Distribution
Date or any prior
Distribution
Date and not previously
reimbursed
pursuant to this
paragraph;
provided,
however,
that any amounts
distributed
pursuant to this
paragraph
(c)(i) of
this
definition of "REMIC II
Distribution
Amount" shall not cause a reduction in the
Uncertificated
Principal Balance of any of
the REMIC II Regular Interests; and
(ii)
second, to the Class AR-L Certificates in respect of Component II
thereof, any remaining amount.
REMIC II Principal
Reduction Amounts:
For any Distribution Date, the amounts by which the Uncertificated
Principal
Balances of the REMIC II
Regular
Interests will be reduced on such
Distribution
Date by the
allocation of Realized
Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the Uncertificated
Principal Balance of REMIC II Regular Interest LT1 after
distributions on the prior Distribution
Date.
Y2 =
the Uncertificated
Principal Balance of REMIC II Regular Interest LT2 after
distributions on the prior Distribution
Date.
Y3 =
the Uncertificated
Principal Balance of REMIC II Regular Interest LT3 after
distributions on the prior Distribution
Date.
Y4 =
the Uncertificated
Principal Balance of REMIC II Regular Interest LT4 after
distributions on the prior Distribution
Date (note:
Y3 = Y4).
ΔY1 =
